Office of the City Clerk - Record #: O2013-1947

Record #:

O2013-1947

Type:

Ordinance

Status:

Passed

Intro date:

3/13/2013

Current Controlling Legislative Body:

Committee on Housing and Real Estate

Final action:

4/10/2013

Title:

Sale of City-owned property at 11-15 East 9th Street and 901-1007 S State St to and execution of redevelopment agreement with Golub Real Estate Corp.for mixed-use development

Sponsors:

Emanuel, Rahm

Topic:

AGREEMENTS - Redevelopment, - PROPERTY - Sale

Attachments:

1. O2013-1947.pdf

Date	Journal Page Number	Action By	Action	Result	Action Details	Meeting Details	Captions
4/10/2013	50987	City Council	Passed	Pass	Action details	Meeting details	Not available
3/25/2013		Committee on Housing and Real Estate	Recommended to Pass	Pass	Action details	Meeting details	Not available
3/13/2013	47434	City Council	Referred		Action details	Meeting details	Not available

OFFICE OF THE MAYOR

CITY OF CHICAGO

RAHM EMANUEL

MAYOR

March 13,2013

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

Ladies and Gentlemen:

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

Your favorable consideration of these ordinances will be appreciated.

Mayor

Very truly yours,

ORDINANCE

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

WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on November 28, 1990, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Initial Redevelopment Plan") for the Central Station Tax Increment Financing Redevelopment Project Area (the "Initial Redevelopment Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seg.) (the "Act"); (ii) the Initial Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Initial Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Initial Redevelopment Plan; and

WHEREAS, pursuant to an ordinances adopted by the City Council on August 3,1994, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "Redevelopment Plan") for the Near South Tax Increment Financing Redevelopment Project Area (the "Redevelopment Area"; such Redevelopment Area was an expansion of / amendment to the Initial Project Area), was approved pursuant to the Act; (ii) the Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Redevelopment Plan; and

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

WHEREAS, the City owns the real property located in the Redevelopment Area, commonly known as 11-15 E. 9^th Street, and 901-1007 S. State Street, Chicago, Illinois 60605, and legally described on Exhibit A attached hereto (the "Property"), which Property is located in the Redevelopment Area; and

WHEREAS, by Resolution No. 10-CDC-36 adopted on June 8, 2010, the Community Development Commission ("Commission") authorized the Department of Housing and Economic Development (the "Department") to advertise and issue a request for proposals ("RFP") for the sale and redevelopment of the Property for mixed-use development; and

WHEREAS, public notices advertising the RFP appeared in the Sun-Times on September 13,20 and 27, 2010; and

WHEREAS, the RFP set a target price of Eight Million Five Hundred Thirty Thousand and 00/100 Dollars ($8,530,000), which was the appraised fair market value ofthe Property in 2010; and

WHEREAS, Golub Real Estate Corp., an Illinois corporation ("Golub"), was the sole entity to timely submit a proposal in response to the RFP; and

WHEREAS, the Department has found that Golub's proposal to purchase the Property for Six Million and 00/100 Dollars ($6,000,000), and to pay Four Million and 00/100 Dollars ($4,000,000) to the City's Affordable Housing Fund, and to develop a mixed-use development including accessory parking, non-accessory parking, retail uses and market rate housing, on the Property, best satisfies the goals and objectives of the RFP; and

WHEREAS, by Resolution No. 11 -CDC-43 adopted on November 8,2011, the Commission designated Golub the successful respondent to the RFP and recommended the sale of the Property to Golub; and

WHEREAS, by Resolution No. 12-070-21, adopted by the Plan Commission ofthe City of Chicago (the "Plan Commission") on December 20, 2012, the Plan Commission recommended the sale of the Property; and

WHEREAS, Golub has established a special purpose entity, Ninth St. Investors, LLC, an Illinois limited liability company ("Developer"), for the purposes of taking title to and developing the Property; now therefore,

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

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

SECTION 2. The sale of the Property to the Developer in the amount of Six Million and 00/100 Dollars ($6,000,000), plus an additional payment by Developer in the amount of Four Million and 00/100 Dollars ($4,000,000) to the City's Affordable Housing Fund, is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit B and made a part hereof (the "Redevelopment Agreement"). The Commissioner of the Department ("Commissioner") or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.

SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, a quitclaim deed conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the

sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement.

SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.

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

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

EXHIBIT A

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

PARCELIA:

THE EAST 1/2 (EXCEPT THE EAST 26 FEET AND EXCEPT THE WEST 30 FEET THEREOF) OF SUB LOT 1 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO, IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL IB:

THE EAST 92 FEET (EXCEPT THE EAST 26 FEET THEREOF AND EXCEPT THE WEST 40 FEET THEREOF) OF THE NORTH 1/2 OF SUB LOT 2 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 2:

THE EAST 26 FEET OF SUB-LOT 1 IN LOT 2 AND THE NORTH 1/2 OF THE EAST 26 FEET OF SUB-LOT 2 IN LOT 2 IN BLOCK 19 IN CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF TFIE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 3A:

THE WEST 112-1/2 FEET OF SUB-LOT 1 IN LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 3B:

SUB-LOT 2 OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 20 FEET OF THE EAST 52 FEET AND EXCEPT THAT PART TAKEN FOR WIDENING OF STATE STREET) IN COOK COUNTY, ILLINOIS.

PARCEL 3C:

SUB-LOT 1 OF THE CANAL TRUSTEES' SUBDIVISION LOT 3 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPTING THEREFROM THE WEST 27 FEET THEREOF) IN SECTION 15, TOWNSHIP 39 NORTH RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 4:

THE NORTH 1/2 OF SUB-LOT 2 OF LOT 3, THE SOUTH 1/2 OF SUB-LOT 2 OF LOT 3 AND THE NORTH 1/2 OF SUB-LOT 1 OF LOT 6, (ALL EXCEPTING THE WEST 27 FEET MORE OR LESS, TAKEN FOR WIDENING OF STATE STREET, AND EXCEPTING THAT PORTION OF SAID PREMISES TAKEN OFF THE REAR FOR ALLEY) ALL IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTIONS 15, 16 AND 17, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 5:

THE SOUTH 1/2 OF LOT 1 (EXCEPT THAT PART THEREOF TAKEN FOR STREET) OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 6:

SUB-LOT 2 (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING STATE STREET) OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15, ADDITION TO CHICAGO OF FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 7:

SUB-LOT 1 OF LOT 7 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR THE WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PIN: 17-15-306-003

17-15-306-004 17-15-306-010 17-15-306-011 17-15-306-012 17-15-306-013

17-15-306-014 17-15-306-030 17-15-306-031 17-15-306-033

Commonly known as: 11 -15 E. 9^th Street and 901-1007 S. State Street

Chicago, Illinois 60605

EXHIBIT B

REDEVELOPMENT AGREEMENT (Attached)

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

City of Chicago

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

AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND

(The Above Space For Recorder's Use Only)

This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND

("Agreement") is made on or as of the day of , 20 , by and between

the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602 and NINTH ST. INVESTORS, LLC, an Illinois limited liability company ("Developer"), whose address is 625 North Michigan Avenue, Suite 2000, Chicago, Illinois 60611.

RECITALS

an expansion of / amendment to the Initial Project Area), was approved pursuant to the Act; (ii) the Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Redevelopment Plan; and

WHEREAS, the Developer desires to purchase from the City the real property located in the Redevelopment Area, commonly known as approximately 1-15 E. 9^thStreet, and 901-1007 S. State Street, Chicago, Illinois 60605, and legally described on Exhibit A attached hereto (the "Property"); and

WHEREAS, Environmental Design International Inc. ("EDI") conducted a Phase I Environmental Site Assessment prior to the demolition of the New Ritz Hotel on the Property; and

WHEREAS, the Phase I Environmental Site Assessment Report, dated April 24, 2003 (the "Phase I Report"), recommended that a Phase II Environmental Site Assessment be conducted; and

WHEREAS, EDI conducted a Phase II Environmental Site Assessment based on the conclusions and recommendations in the Phase I Report; and

WHEREAS, the Phase II Environmental Site Assessment Report, dated September 3, 2003 (the "Phase II Report"), contained the following recommendations: TCLP lead analysis of all soil samples yielding total lead results over 400 mg/kg (possible additional metal analysis may be warranted), further investigation of the PNA and lead impacted areas to delineate the extent of impacts and the concentration of target compounds as well as the recommendation of groundwater investigation, development of an overall Health and Safety Plan for the site activities and precautions for encountering impacted soils identified during the Phase II Environmental Site Assessment, further sampling in areas characterized as hazardous or detected above the TACO Tier I SROs should be coordinated with the Illinois Environmental Protection Agency (the "IEPA"), Site Remediation Program (the "SRP"), if applicable; and

WHEREAS, the Phase II Report also recommended that all soil be properly disposed; and

WHEREAS, the City has provided the Developer copies of the Phase I Report and the Phase II Report; and

WHEREAS, the Developer shall enroll the Property in the SRP and obtain from the IEPA a final Residential No Further Remediation Letter; and

WHEREAS, the Developer intends to use the Property to develop a thirty-nine (39) story mixed-use development including: thirty-three (33) residential floors; a penthouse level containing mechanical and amenity space; retail, lobby, mechanical and back of house spaces on the street level; parking on the Levels 2-5; and amenities on Level 6; as more fully described on Exhibit B attached hereto (the "Project"); and

WHEREAS, because the Developer intends to develop a residential housing project on the Property, the Developer is required to establish ten percent (10%) of the housing units as affordable housing or pay the City a fee in lieu of the development of such affordable housing units (such fee equal to One Hundred Thousand and 00/100 Dollars ($100,000) for each affordable housing unit not developed as part of the Project), in accordance with Chapter 2-45-110 of the Municipal Code of Chicago, as amended (the "Affordable Housing Ordinance"); and

WHEREAS, in order to satisfy the Affordable Housing Ordinance requirements and as additional consideration for the transfer of the City Land, the Developer has agreed to pay to the City a fee in the amount of Four Million and 00/100 Dollars ($4,000,000) (such amount, the "Affordable Housing Fee"), which amount shall be paid immediately prior to the issuance of the initial building permits for the Project and deposited into the City's Affordable Housing Opportunity Fund; and

WHEREAS, the Property is located in the Redevelopment Area and the Project is consistent with the Redevelopment Plan; and

WHEREAS, the City Council, pursuant to an ordinance adopted on

, 2013 (the "RDA Ordinance Date"), and published at pages

through in the Journal of such date, authorized the sale of the Property to the

Developer, subject to the execution, delivery and recording of this Agreement; and

WHEREAS, the Developer and the City acknowledge that the implementation of the policies and provisions described in this Agreement will be of mutual benefit to the Developer and the City.

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

SECTION 1. INCORPORATION OF RECITALS.

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

SECTION 2. PURCHASE PRICE.

The City hereby agrees to sell, and the Developer hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the Property, for the sum of Six Million Dollars ($6,000,000) ("Purchase Price"), which will be paid by the Developer as follows: (a) the Developer shall pay Five Million Three Hundred Fifty Hundred Thousand and 00/100 Dollars ($5,350,000) to the City at the Closing (as defined in Section 4) in cash or by certified or cashier's check or wire transfer of immediately available funds, (b) the Developer shall deposit Five Hundred Thousand Dollars ($500,000) into a joint order escrow account in accordance with Section 9.13, (c) and including $150,000 of the Earnest Money (as defined in Section 3.1) previously paid by the Developer to the City. Except as specifically provided herein to the contrary, the Developer shall pay all escrow fees and other title insurance fees and closing costs. The Developer acknowledges that the Purchase Price is approximately Two Million Five Hundred Thirty Thousand Dollars ($2,530,000) less than the appraised fair market value of the Property and that the City has only agreed to sell the Property to the Developer for the Purchase Price because the Developer has agreed to execute this Agreement and comply with its terms and conditions, including, without limitation, Section 14 (Restrictions on Use) and the environmental remediation obligations set forth in Section 22 (Inspection; Environmental Remediation; Condition of Property at Closing).

In addition to the Purchase Price, the Developer must pay the City the Affordable Housing Fee (see recitals and Section 9.12(b).

SECTION 3. EARNEST MONEY AND PERFORMANCE DEPOSIT.

Earnest Money and Performance Deposit. The Developer has deposited with the City the amount of Three Hundred Thousand Dollars ($300,000.00) (the "Earnest Money"). At the Closing, One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money will be applied to the Purchase Price, and the City will retain the remaining One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money as security for the performance of the Developer's obligations under this Agreement (such retained amount, the "Performance Deposit"). The City will retain the Performance Deposit until the City issues a Certificate of Completion (as defined in Section 13).
Interest. The City will pay no interest to the Developer on the Earnest Money or Performance Deposit.

SECTION 4. CLOSING.

The closing of the transaction contemplated by this Agreement (the "Closing") shall take place at the downtown offices of Greater Illinois Title Company, 120 North LaSalle Street, Chicago, Illinois 60602, or such other title company as may be selected by the Developer (the "Title Company"), within thirty (30) days after the later of the effective date of the City Council ordinance approving this Agreement or the planned development zoning for the Project (the "PD Approval Date"), as required pursuant to

Section 9.1, or on such date as the parties mutually agree upon in writing (the "Closing Date" or "Original Outside Closing Date"); provided, however, that, notwithstanding the foregoing, in no event shall the Closing occur unless and until the Developer has satisfied all conditions precedent set forth in Section 9, unless DHED, in its sole discretion, waives one or more such conditions; provided further that DHED may, in its sole discretion, extend the Original Outside Closing Date for up to twelve (12) months (such extended date, the "Extended Outside Closing Date"). On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, county and municipal real estate transfer tax declarations, and an ALTA statement. If the Closing does not occur on or before the Original Outside Closing Date, and the City elects to extend the closing date, then, beginning on the first day of the month immediately following the Original Outside Closing Date (e.g., January 1, 2013) and on the first day of each month thereafter during any such extension period, the Developer shall pay the City a nonrefundable monthly extension fee in the amount of Thirty Thousand and 00/100 Dollars ($30,000). During the period of Developer's payment of such monthly extension fee, the Closing and time for performance of obligations under this Agreement shall be ratably extended without creating a default of penalty. Such extension fee shall not be due if in the sole reasonable opinion of the Commissioner of DHED (the "Commissioner") the Developer was not at any fault for not closing by the Original Outside Closing Date.

SECTION 5. CONVEYANCE OF TITLE.

Form of Deed. Without limiting the generality of the quitclaim nature of the deed, the City shall convey the Property to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and the following (collectively, the "Permitted Exceptions"):

(a) the Redevelopment Plan for the Redevelopment Area;

1. the standard exceptions in an ALTA title insurance policy;
general real estate taxes and any special assessments or other taxes, subject to Section 6.2;
all easements, encroachments, covenants and restrictions of record and not shown of record;
1. such other title defects that may exist; and
2. any and all exceptions caused by the acts of the Developer or its

agents.

Recording Costs. The Developer shall pay to record the Deed, this Agreement, and any other documents incident to the conveyance of the Property to the Developer.

SECTION 6. TITLE AND SURVEY.

The Developer acknowledges that the City has delivered to the Developer a commitment for an owner's policy of title insurance for the Property (the "Title Commitment") from the Title Company. The Developer shall be solely responsible for and shall pay all costs associated with updating the Title Commitment (including all search, continuation and later-date fees), and obtaining any title insurance, extended coverage or other endorsements it deems necessary. The Developer shall also be solely responsible for and shall pay all costs associated with obtaining any survey it deems necessary. The City agrees to provide the Title Company with a completed ALTA owner's statement, and other transfer documents typically required by the Title Company and typically provided by the City (but expressly excluding, however, "gap" undertakings, title indemnities and similar liabilities) at or prior to the Closing. At the Closing, the Developer shall deliver to the City a copy of the owner's policy of title insurance that it obtains with respect to the Property.
The City shall use reasonable efforts to obtain the waiver or release of any delinquent real estate taxes or tax liens on the Property prior to the Closing Date, to the extent such taxes or tax liens can be waived or released through submission of an abatement letter to the Cook County Treasurer, a motion to vacate a tax sale or a petition for exemption. If the City is unable to obtain the waiver or release of any such tax liens or is unable to cause the Title Company to insure over such tax liens, or if the Property is encumbered with any other unpermitted exceptions, the Developer shall have the option to do one of the following: (a) accept title to the Property subject to the unpermitted exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price (unless such tax liens or unpermitted exceptions are other liens of a definite and ascertainable that can be cleared from title by the payment of a sum certain, in which case the Developer shall receive a credit for such amounts against the Purchase Price and such amounts shall be paid from the funds deposited by Developer as part of the Closing); or (b) terminate this Agreement by delivery of written notice to the City at least fourteen (14) days prior to the Closing Date, in which event the City shall return the Earnest Money to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to the unpermitted exceptions. The Developer shall be responsible for all taxes due and payable after the Closing Date (whether attributable to the time period prior to the Closing Date but payable after the Closing Date, or first accruing and payable after the Closing Date).

SECTION 7. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS.

The Developer shall apply for all applicable building permits and other required permits and approvals for the construction of the Project no later than eighteen (18) months after the Closing, and shall pursue such permits and approvals in good faith and

with all due diligence. The Commissioner of DHED may, in the Commissioner's sole discretion, elect to extend such eighteen (18) month period by up to six (6) months.

SECTION 8. PROJECT BUDGET AND PROOF OF FINANCING.

The total budget for the Project is currently estimated to be One Hundred Twenty-Two Million and No/100 Dollars ($122,000,000) (the "Preliminary Project Budget"). Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to DHED for approval an updated Project budget which is materially consistent with the Preliminary Project Budget, as set forth on Exhibit H-l and attached hereto (the "Updated Budget") and evidence of funds adequate to finance the purchase of the Property ("Proof of Land Purchase Financing"). The Proof of Land Purchase Financing shall include binding commitment letters from the Developer's lenders, if any, and evidence of the Developer's ability to make an equity contribution in the amount necessary to purchase the Property.

SECTION 9. CONDITIONS TO THE CITY'S OBLIGATION TO CLOSE.

The obligations of the City under this Agreement are contingent upon each of the following being satisfied at least fourteen (14) days prior to the Closing Date, or on such other date as may be specified below, unless waived in writing by the Commissioner:

Planned Development Approval. The Developer shall have applied for, and the City shall have approved, Planned Development zoning for the Property.
Budget and Proof of Financing. The City shall have approved the Developer's Updated Budget and Proof of Land Purchase Financing.
Simultaneous Closing of Financing. On the Closing Date, the Developer shall simultaneously close and draw down on the land purchase financing.
Insurance. The Developer shall have delivered to the City evidence of insurance as follows: (a) commercial general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury, personal injury and property damage liability with the City named as an additional insured; (b) automobile liability insurance with limits of not less than $1,000,000.00 per occurrence, combined single limit for bodily injury and property damage; (c) worker's compensation and occupational disease insurance in statutory amounts covering all employees and agents who are to do any work on the Property; and (d) builder's risk or property insurance. All insurance policies shall be from insurance companies authorized to do business in the State of Illinois, and shall remain in effect until completion of all activity on the Property. The Developer shall deliver duplicate policies or certificates of insurance to the City prior to commencing any activity on the Property. The Developer expressly understands and agrees that any coverage and limits furnished by the Developer shall in no way limit the Developer's liabilities and responsibilities (including indemnification) set forth in this Agreement. With respect to property insurance, the City will accept an

ACORD 28 form. With respect to liability insurance, the City will accept an ACORD 25 form, together with a copy of the endorsement that is added to the Developer's policy showing the City as an additional insured. Upon request, the Developer shall provide a copy of the declaration page for each policy listed on the ACORD 25 and ACORD 28 forms.

Legal Opinion. The Developer shall, at the City's request, deliver to the City a legal opinion in a form and substance reasonably acceptable to the City's Corporation Counsel.
Due Diligence. The Developer shall have delivered to the City due diligence searches in its name (UCC, State and federal tax liens, pending litigation and judgments in Cook County and the U.S. District Court for the Northern District of Illinois, and bankruptcy), showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel.
Subordination Agreement. On the Closing Date, and prior to recording any land purchase or construction mortgage approved pursuant to Section 9.2 or Section 16, the Developer shall, at the City's request, deliver to the City a subordination agreement in which the lender agrees to subordinate the lien of its mortgage to the covenants running with the land, or such other subordination assurance as the Corporation Counsel shall deem acceptable (each such agreement, a "Subordination Agreement").
MBE/WBE Compliance Plan. In lieu of meeting prior to the Closing Date, and because the initial closing involves only a land purchase, the Developer and, if selected, the Developer's general contractor and all major subcontractors shall meet with staff from DHED regarding compliance with the MBE/WBE, city residency hiring, prevailing wage and other requirements set forth in Section 23, and at least seven (7) days prior to the closing date for the closing of the construction financing for the Project improvements. The City shall approve the Developer's compliance plan in accordance with Section 23.4.
Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.
Organization and Authority Documents. The Developer shall have delivered to the City the Developer's articles of organization, including all amendments thereto, as furnished and certified by the Illinois Secretary of State; the Developer's operating agreement, as certified by the secretary of the Developer; resolutions authorizing the Developer to execute and deliver this Agreement and any other documents required to complete the transaction contemplated by this Agreement and to perform its obligations under this Agreement; a certificate of good standing from the Illinois Secretary of State dated no more than thirty (30) days prior to the Closing Date;

and such other corporate authority and organizational documents as the City may reasonably request.

Reconveyance Deed. Prior to the conveyance of the Property to the Developer, the Developer shall deliver to the City a special warranty deed for the Property in recordable form naming the City as grantee ("Reconveyance Deed"), for possible recording in accordance with Section 19.6 below, if applicable. At the time of the Developer pays the affordable housing fee described in Section 9.12(b) below, the City shall return such Reconveyance Deed to the Developer.
Affordability Requirements.

The Developer shall have completed the Affordable Housing Agreement (Rental) attached hereto as Exhibit D, and obtained DHED's authorization to proceed on such form; and
The Developer has elected to pay the One Hundred Thousand and No/100 Dollar ($100,000) per unit in-lieu-of fee required under Chapter 2-45-110(d)(i) instead of providing affordable units in the Project. Such affordable housing fee payment shall be Four Million and No/100 Dollars ($4,000,000), based on the forty (40) affordable units that would otherwise need to be included in the Developer's 396 unit Project. IMMEDIATELY PRIOR TO THE ISSUANCE OF THE INITIAL BUILDING PERMITS FOR THE PROJECT, THE DEVELOPER SHALL PAY THE CITY THE FOUR MILILION AND NO/100 DOLLAR ($4,000,000) AFFORDABLE HOUSING FEE BY CASHIER'S CHECK OR ELECTRONIC FUNDS. ONCE PAID, THE AFFORDABLE HOUSING FEE SHALL BE NON-REFUNDABLE.

9.13 Joint Order Escrow Agreement. On the Closing Date, the Developer and the

Title Company (or such other Escrowee as shall be acceptable to DHED, in its sole

discretion) shall have executed a joint order escrow agreement, substantially in the form

attached hereto as Exhibit E (the "Joint Order Escrow Agreement"). The Developer shall

deposit into the escrow account an amount equal to Five Hundred Thousand Dollars

($500,000). The Developer acknowledges that the funds in the escrow account shall be

used solely to reimburse the Developer for the "Incremental Costs" (as defined below) the

Developer has incurred for the removal (including, excavation, transportation and

disposal), storage, remediation, or treatment of "Hazardous Waste" (as defined below)

from the Property. The Developer acknowledges that, subject to the City's

reimbursement obligation for such Incremental Costs, up to such Five Hundred Thousand

Dollar ($500,000) cap, (i) the City will not pay for any removal (including, excavation,

transportation and disposal), storage, remediation or treatment costs associated with any

material from the Property, including any material meeting regulatory criteria of

Hazardous Waste, and (ii) the Developer is solely responsible for all removal (including,

excavation, transportation and disposal), storage, remediation or treatment costs

associated with material meeting regulatory criteria of Hazardous Waste, even if those

costs exceed Five Hundred Thousand Dollars ($500,000). Any funds remaining in the

environmental escrow account following the Escrowee's payment from the escrow account of the Incremental Costs shall be paid to the City. The Developer shall pay all escrow fees.

"Hazardous Waste" means and includes (a) a characteristic waste, which exhibits one or more of four characteristics defined in 40 CFR Part 261 Subpart C, (b) any other material, substance or waste that must be removed or remediated in order for the Developer to obtain the Residential No Further Remediation Letter required for the Property, and (c) underground storage tanks and related petroleum contaminated soils limited only to material exceeding soil saturation limits or material meeting RCRA hazardous waste criteria. Notwithstanding the preceding sentence, in no event shall "Hazardous Waste" mean and include any material, substance or waste removed from the Property that, due to the historical depositing of debris, rubble, ash, and fill materials after the Chicago Fire in the South Loop and in other portions of the City, has led to historically-elevated background levels of elements such as arsenic and lead, and elevated background levels for PNAs and other substances in such areas. Similarly, no costs associated with disposing of materials, substances or wastes containing such elevated background levels shall be included as "Incremental Costs" (as defined below). The Department of Fleet and Facility Management, in consultation with GaiaTech, Inc., the Developer's environmental consultant, shall cooperate in reviewing removal and remediation measures and records to determine when and to what extent such elevated background levels are present in any applicable material, substance or waste for purposes of such "Hazardous Waste" and "Incremental Cost" determinations.

"Incremental costs" refers to the difference in costs, if any, between (i) the removal (including, excavation, transportation and disposal), storage, remediation and treatment costs for Hazardous Wastes that the Developer incurs and (ii) the costs for performing similar work had the Property not contained Hazardous Wastes. Such costs must be based on the Developer's actual costs, identified in a contract and verified by actual receipts, with no markup by the Developer for these costs. For example, if the cost for disposing of the Hazardous Waste on the Property was $10 and the cost of disposing of the same quantity of material from the Property had it not been Flazardous Waste was $8, then the incremental costs for the disposal of such material is $2. "Incremental Costs" specifically excludes any costs relating to investigation, sampling, monitoring and testing related to disposal of potential or actual "Hazardous Waste," excluding only the invoice attached as Exhibit G and future testing related to environmental remediation approved by city, state or federal environmental agencies. The Developer shall have no obligation to perform any removal, storage, remediation or treatment prior to the Closing Date.

9.14 Easement. On the Closing Date, the Developer shall have in recordable form a plat of easement and a grant of easement that grants the Chicago Transit Authority (the "CTA") the non-exclusive right to maintain such CTA-owned underground support columns and aerial signal platform that are beneath or above the Property at certain horizontal planes, respectively, and the Developer shall at its expense record same immediately following the recording of this Agreement and the Deed.

9.15 Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as of such date as and when required under this Agreement. If any of the conditions in this Section 9 have not been satisfied to the City's reasonable satisfaction within the time periods provided for herein, or waived by DHED in writing, the City may, at its option, terminate this Agreement by delivery of written notice to the Developer. In such event, the City shall retain One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money and shall promptly return the remaining amount of the Earnest Money (i.e., $150,000) to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. Any forbearance by the City in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.

SECTION 10. CONSTRUCTION REQUIREMENTS.

Site Plans and Rental Space. The Developer shall construct the Project on the Property substantially in accordance with the preliminary design development drawings and specifications prepared by Solomon Cordwell Buenz dated December 20, 2012, which have been approved by DHED and which are attached hereto as Exhibit C ("Working Drawings and Specifications"). No material deviation from the Working Drawings and Specifications may be made without the prior written approval of DHED. If the Developer submits and DHED approves revised design development drawings and specifications (including but not limited to permit drawings approved by the City) after the date of this Agreement, the term "Working Drawings and Specifications" as used herein shall refer to the revised design development drawings and specifications upon DHED's written approval of the same. DHED shall have the right to approve the initial retail tenants, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the permitted retail uses listed on Exhibit F attached hereto (if permitted under the Planned Development zoning approved for the Property) and any uses permitted under the Planned Development zoning approved for the Property shall be deemed acceptable retail uses by DHED.
Relocation of Utilities, Curb Cuts and Driveways. The Developer shall be solely responsible for and shall pay all costs associated with: (a) the relocation, installation or construction of public or private utilities, curb cuts and driveways; (b) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with or damaged as a result of the Developer's construction of the Project; (c) the removal of existing pipes, utility equipment or building foundations; (d) the termination of existing water or other services; and (e) the removal or discontinuance of use of metered parking spaces (whether permanent, such as, for example, due to the installation of a curb cut or driveway that eliminates metered parking spaces, or temporary, such as, for example, due to the need to close a lane of a street for construction staging or public safety purposes) along the interior perimeter of the block

bordered on the north side of East 9th Street, on the east side by South Holden Court, on the south side of East 10th Street, and on west side by South State Street reasonably attributable to the Project. As to amounts in subsection (e), the Developer acknowledges that under the Metered Parking Concessions Agreement entered into between the City and Chicago Parking Meters, L.L.C. (the "Concessionaire") dated effective as of February 13, 2009, when parking spaces subject to the terms of such agreement are removed or the ability to use such parking spaces is discontinued, the City is generally obligated to either pay the Concessionaire for lost revenues attributable to such spaces or provide the Concessionaire with replacement metered parking spaces, all as more particularly described in such concession agreement. The City may, but shall have no obligation to, identify replacement spaces in order to mitigate any such payments due to the Concessionaire in connection with the Project, and the Developer shall, in any event, pay any required amounts due to the Concessionaire that are attributable to the removal or discontinuance of use (whether permanent or temporary) of metered parking spaces as a result of the Project. Such amounts shall be paid from time to time within five (5) business days' of the City's written notice of the amount due. The City shall have the right to approve any streetscaping provided by the Developer as part of the Project, including, without limitation, any paving of sidewalks, landscaping and lighting.

City's Right to Inspect Property. For the period commencing on the Closing Date and continuing through the date the City issues the Certificate of Completion, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, "Laws").
Barricades and Signs. Promptly after the execution of this Agreement, the Developer shall, at its sole cost and expense, erect and maintain such signs as the City may reasonably require identifying the Property as a City redevelopment project. Prior to the commencement of any construction activity requiring barricades, the Developer shall install barricades of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. DHED shall have the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades and all signage, which approval shall not be unreasonably withheld or delayed. The Developer shall erect all signs and barricades so as not to interfere with or affect any bus stop or train station in the vicinity of the Property.
Survival. The provisions of this Section 10 shall survive the Closing.

SECTION 11. LIMITED APPLICABILITY.

Any approval given by DHED pursuant to this Agreement is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings or any other City department, nor does such DHED approval

constitute an approval of the quality, structural soundness or safety of any improvements located or to be located on the Property, or the compliance of said improvements with any Laws, private covenants, restrictions of record, or any agreement affecting the Property or any part thereof.

SECTION 12. COMMENCEMENT AND COMPLETION OF PROJECT.

The Developer shall commence construction of the Project no later than eighteen (18) months following the issuance of building permits, and shall complete the Project (as determined by DHED) no later than thirty-six (36) months following the date on which the Developer commences construction. The Commissioner shall have discretion to extend any of the construction commencement and completion dates for good cause shown by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction of the Project. The Developer shall construct the Project in accordance with the Working Drawings and Specifications, the Planned Development, and all Laws and covenants and restrictions of record.

SECTION 13. CERTIFICATE OF COMPLETION.

Upon the completion of the Project in accordance with this Agreement, the Developer shall request from the City a certificate of completion ("Certificate of CjHmDleJion'')- Within forty-five (45) days after receipt of a written request by the Developer for a Certificate of Completion, which written request shall include a copy of the recorded Residential No Further Remediation Letter, the City shall provide the Developer with either the Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the Project in compliance with this Agreement, or is otherwise in default, and what measures or acts are necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Completion upon compliance with the City's response. The Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to construct the Project. The Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the Project, and shall not serve as any "guaranty" as to the quality of the construction. Promptly following the recordation of the Certificate of Completion, the City shall return the Performance Deposit to the Developer.

SECTION 14. RESTRICTIONS ON USE.

The Developer agrees that it:

14.1 Shall devote the Property solely to the Project.

14.2 Shall not discriminate on the basis of race, color, sex, gender identity, age,

religion, disability, national origin, ancestry, sexual orientation, marital status, parental

status, military discharge status, or source of income in the use or occupancy of the

Property or any part thereof or the Project or any part thereof.

14.3 Shall devote the Property to a use consistent with the Redevelopment Plan.

SECTION 15. PROHIBITION AGAINST SALE OR TRANSFER OF PROPERTY OR CERTAIN CHANGES IN CORPORATE STRUCTURE.

15.1 Prior to the issuance of the Certificate of Completion for the Project, as

provided herein, the Developer may not, without the prior written consent of DHED,

which consent shall be in DHED's sole discretion: (a) directly or indirectly sell, transfer

or otherwise dispose of the Property or any part thereof or any interest therein or the

Developer's controlling interests therein (including without limitation, a transfer by

assignment of any beneficial interest under a land trust); or (b) directly or indirectly

assign this Agreement. Notwithstanding the foregoing, the Developer may, with the prior

written consent of DHED, which consent shall not unreasonably withheld, admit Alcion

Ventures, or its affiliate, or another equity investor, as a member, so long as Lee Golub

and/or Michael Newman, or any entity controlled by Lee Golub and/or Michael Newman,

continue to serve as the controlling manager or managing member of the Developer and

any such equity investor provides all required Economic Disclosure Forms and "scofflaw

check" information to the City and financial statement evidencing its ability to make such

equity investment. With respect to any proposed sale, transfer or disposition prior to the

issuance of the Certificate of Completion, the Developer shall provide the City copies of

any and all sales contracts, legal descriptions, descriptions of intended use of the parcels

to be sold, proposed use of Property and other documentation as the City may reasonably

require. The Developer acknowledges and agrees that DHED may withhold its consent

under (a) or (b) above (and as to the admission of any equity investor) if, among other

reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers

or directors) is in violation of any Laws, or if the Developer fails to submit sufficient

evidence of the financial responsibility, business background and reputation of the

proposed purchaser, transferee or assignee. Except as permitted above, no principal party

of the Developer (e.g., a manager, member, or managing-member) may sell, transfer or

assign any of its interest in Developer prior to the issuance of the Certificate of

Completion to anyone other than another principal party (or to the personal trust of such

transferor, for estate planning purposes), without the prior written consent of DHED,

which consent shall be in DHED's sole discretion. The Developer must disclose the

identity of all members to the City at the time such members obtain an interest in the

Developer. The provisions of this Section 15 shall not prohibit the Developer from

transferring or conveying the Property to an Illinois land trust of which the Developer is

the sole beneficiary.

15.2 Prior the issuance ofthe Certificate of Completion, the Developer shall not,

without the City's prior written consent, which shall be in the City's sole discretion: (i)

merge, liquidate or consolidate, (ii) permit the direct or indirect transfer any ownership interests in the Developer except as permitted under Section 15.1, (iii) enter into any transaction outside the ordinary course of business, (iv) assume or guarantee the obligations of any other person or entity, or (v) enter into a transaction that, in the City's sole determination, would cause a material and detrimental change to the Developer's condition.

SECTION 16. LIMITATION UPON ENCUMBRANCE OF PROPERTY.

Prior to the issuance of the Certificate of Completion, the Developer shall not, without DHED's prior written consent, which shall be in DHED's sole discretion, engage in any financing or other transaction which would create an encumbrance or lien on the Property, except for (a) any mortgages and related financing documents approved pursuant to Section 9.2 related to the Land Purchase Financing, (b) mortgages and related financing documents, the proceeds of which are used to finance the Developer's construction of the Project, and (c) any encumbrance arising from the recording of the Residential No Further Remediation Letter.

SECTION 17. MORTGAGEES NOT OBLIGATED TO CONSTRUCT.

Notwithstanding any other provision of this Agreement or of the Deed, the holder of any mortgage authorized by this Agreement (or any affiliate of such holder) shall not itself be obligated to construct or complete the Project, or to guarantee such construction or completion, but shall be bound by the other covenants running with the land specified in Section 18 and shall, prior to recording any mortgage approved pursuant to Section 9.2 or Section 16, execute and record a Subordination Agreement (as defined in Section 9.7). If any such mortgagee or its affiliate succeeds to the Developer's interest in the Property prior to the issuance of the Certificate of Completion, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, and thereafter transfers its interest in the Property to another party, such transferee shall be obligated to complete the Project, and shall also be bound by the other covenants running with the land specified in Section 18.

SECTION 18. COVENANTS RUNNING WITH THE LAND.

The parties agree, and the Deed shall so expressly provide, that the covenants provided in Section 12 (Commencement and Completion of Project), Section 14 (Restrictions on Use), Section 15 (Prohibition Against Sale or Transfer of Property), Section 16 (Limitation Upon Encumbrance of Property) and Section 22.3 (Environmental Remediation) will be covenants running with the land, binding on the Developer and its successors and assigns (subject to the limitation set forth in Section 17 above as to any permitted mortgagee) to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. The covenants provided in Section 12, Section 15 and Section 16 shall terminate upon the issuance of the Certificate of Completion. The covenants contained in Section 14.1 shall remain in effect for so long as the Developer remains in title to the Property; provided, however, such covenants shall not terminate prior to the issuance of the Certificate of Completion. The covenants

contained in Section 14.2 shall remain in effect without limitation as to time. The covenant contained in Section 14.3 shall terminate upon the expiration of the Redevelopment Plan, as such expiration may be amended from time to time in accordance with and pursuant to applicable law. The covenant in Section 22.3 shall terminate in accordance with the terms of the Residential No Further Remediation Letter.

SECTION 19. PERFORMANCE AND BREACH.

Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement.
Permitted Delays. The Developer shall not be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable causes beyond the Developer's control and without the Developer's fault or negligence, including, without limitation, acts of God, acts of the public enemy, acts of the United States government, fires, floods, epidemics, quarantine restrictions, strikes, embargoes and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the Developer, within thirty (30) days after the date on which the Developer learns of such force majeure event, submits to the Commissioner a written request for an extension.
Cure. If the Developer defaults in the performance of its obligations under this Agreement, the Developer shall have sixty (60) days after written notice of default from the City to cure the default, or such longer period as shall be reasonably necessary to cure such default provided the Developer promptly commences such cure and thereafter diligently pursues such cure to completion (so long as continuation of the default does not create material risk to the Project or to persons using the Project). Notwithstanding the foregoing, no notice or cure period shall apply to defaults under Sections 19.4 (c), (e) and (g).
Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" under this Agreement:

The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement, an Economic Disclosure Statement and Affidavit, or another document) that is not true and correct.
A petition is filed by or against the Developer under the Federal Bankruptcy Code or any similar state or federal law, whether now or hereafter existing, which is not vacated, stayed or set aside within thirty (30) days after filing.

The Developer fails to complete the Project in accordance with the time line outlined in Section 12 above, or the Developer abandons or substantially suspends construction of the Project.
The Developer fails to timely pay real estate taxes or assessments affecting the Property or any part thereof and payable after the Closing Date when due, or places thereon any encumbrance or lien unauthorized by this Agreement, or suffers or permits any levy or attachment, mechanic's, laborer's, material supplier's, or any other lien or encumbrance unauthorized by this Agreement to attach to the Property unless bonded or insured over.
The Developer makes an assignment, pledge, unpermitted financing, encumbrance, transfer or other disposition in violation of this Agreement.
There is a material and adverse change in the Developer's financial condition or operations.
The Developer fails to close by the Outside Closing Date, unless DHED, in its sole discretion, extends the Outside Closing Date and the Developer makes the required monthly extension fee payment(s) described in Section 4.
The Developer fails to perform, keep or observe any of the other covenants, conditions, promises, agreements or obligations under this Agreement or any other written agreement entered into with the City with respect to the Project.

Prior to Closing. If an Event of Default occurs prior to the Closing, and the default is not cured in the time period provided for in Section 19.3 above, the City may terminate this Agreement, institute any action or proceeding at law or in equity against the Developer, and retain the Earnest Money as liquidated damages.
After Closing. If an Event of Default occurs after the Closing but prior to the issuance of a Certificate of Completion, and the default is not cured in the time period provided for in Section 19.3 above, the City may terminate this Agreement, retain the Performance Deposit and the Affordable Housing Fee, and exercise any and all remedies available to it at law or in equity; provided, however, that the City's right to re-enter and take possession of the Property, terminate the estate conveyed to the Developer, and revest title to the Property in the City pursuant to the Reconveyance Deed (the "Right of Reverter") shall permanently terminate upon payment of the Affordable Housing Fee, and provided further that at no time shall the City's Right of Reverter defeat, render invalid, or limit in any way, the lien of any mortgage authorized by this Agreement. If the Reconveyance Deed is recorded by the City prior to such payment date, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the Property was owned by the Developer, and shall cause the release

of all liens or encumbrances placed on the Property during the period of time the Property was owned by the Developer (other than any mortgage authorized by this Agreement).

Resale of the Property. Upon the revesting in the City of title to the Property as provided in Section 19.6, the City may complete the Project or convey the Property, subject to any mortgage lien authorized under this Agreement, to a qualified and financially responsible party reasonably acceptable to such mortgagee(s), who shall assume the obligation of completing the Project or such other improvements as shall be satisfactory to DHED, and otherwise comply with the covenants that run with the land as specified in Section 18.
Disposition of Resale Proceeds. If the City sells the Property as provided for in Section 19.7, the net proceeds from the sale, after payment of all amounts owed under any mortgage liens authorized by this Agreement in order of lien priority, shall be utilized to reimburse the City for:

costs and expenses incurred by the City (including, without limitation, salaries of personnel) in connection with the recapture, management and resale of the Property (less any income derived by the City from the Property in connection with such management); and
all unpaid taxes, assessments, and water and sewer charges assessed against the Property; and
any payments made (including, without limitation, reasonable attorneys' fees and court costs) to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer; and
any expenditures made or obligations incurred with respect to construction or maintenance ofthe Project; and

(e) any other amounts owed to the City by the Developer.

The Developer shall be entitled to receive any remaining proceeds up to the amount of the Developer's equity investment in the Property. The Developer agrees that for purposes of this Section 19, the Affordable Housing Fee is not considered part of the Developer's equity investment. In addition to, and without in any way limiting the City's rights under this Section 19, the City shall have the right to retain the Affordable Flousing Fee and the Performance Deposit in the event of a default by the Developer.

SECTION 20. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE.

The Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in the Developer, this Agreement,

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

SECTION 21. INDEMNIFICATION.

The Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, reasonable attorneys' fees and court costs) suffered or incurred by the City arising from or in connection with: (a) the failure of the Developer to perform its obligations under this Agreement; (b) the failure of the Developer or any contractor or other agent, entity or individual acting under the control or at the request of the Developer ("Agent") to pay contractors, subcontractors or material suppliers in connection with the construction and management of the Project; (c) any misrepresentation or omission made by the Developer or any Agent; (d) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (e) any activity undertaken by the Developer or any Agent on the Property prior to or after the Closing. This indemnification shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination).

SECTION 22. INSPECTION; CONDITION OF PROPERTY AT CLOSING.

22.1 "As Is" Sale. THE CITY MAKES NO COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER, AND THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS" AND "WITH ALL FAULTS" CONDITION AND THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN SUCH CONDITION AND ON SUCH TERMS. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY

AND OBLIGATION TO PERFORM AT ITS EXPENSE THE ENVIRONMENTAL REMEDIATION WORK (AS HEREINAFTER DEFINED) AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. "Environmental Remediation Work" shall mean all investigation, sampling, monitoring, testing, removal (including, excavation, transportation and disposal), response, storage, remediation, treatment and other activities necessary for the performance of the Project, all in accordance with all requirements of the IEPA, and all applicable Laws, including, without limitation, all applicable Environmental Laws.

Right of Entry. Pursuant to the Developer's request, the City previously granted the Developer the right, at its sole cost and expense, to enter the Property for a period of thirty (30) days (the "Inspection Period") pursuant to a right of entry agreement to inspect the same, perform surveys, environmental assessments, soil and any other due diligence it deems necessary or desirable to satisfy itself as to the condition of the Property. The Developer acknowledges that it is satisfied with the condition of the Property. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property.
Environmental Remediation. The Developer agrees to enroll the Property in the SRP and undertake all remediation work that may be needed on the Property promptly after the Closing in order to obtain a comprehensive Residential No Further Remediation Letter. The contractors selected by the Developer, and the terms of the contract ("Remediation Contract") must be approved by the City, which approval shall not be unreasonably withheld, prior to the commencement of any remediation work on the Property. Subject to Section 9.13 and the right to utilize the funds in the Joint Order Escrow Agreement as described in Section 9.13 and such agreement, the Developer shall be solely responsible for all site preparation costs, including, but not limited to, the removal of soil, pre-existing building foundations, soil exceeding the IEPA's Tiered Approach to Cleanup Objectives most stringent site remediation objectives, and demolition debris, and the removal, disposal, storage, remediation, removal or treatment of Hazardous Waste (as defined in Section 9.13) from the Property.
Indemnity. The Developer hereby waives and releases, and indemnifies the City from and against, any claims and liabilities relating to or arising from the structural, physical or environmental condition of the Property, including, without limitation, claims arising under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), and shall undertake and discharge all liabilities of the City arising from any structural, physical or environmental condition that existed on the Property prior to the Closing, including, without limitation, liabilities arising under CERCLA. The Developer hereby acknowledges that, in purchasing the Property, the Developer is relying solely upon its own inspection and other due diligence activities and not upon any information (including, without limitation, environmental studies or reports of any kind) provided by or on behalf of the City or its agents or employees with respect thereto. The Developer shall perform such studies and investigations, conduct such tests and surveys, and engage

such specialists as the Developer deems appropriate to evaluate fairly the structural, physical and environmental condition and risks of the Property. If, after the Closing, the structural, physical and environmental condition of the Property is not in all respects entirely suitable for its intended use, it shall be the Developer's sole responsibility and obligation to take such action as is necessary to put the Property in a condition which is suitable for its intended use. The provisions of this Section 22.4 shall survive the Closing.

SECTION 23. DEVELOPER'S EMPLOYMENT OBLIGATIONS.

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

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

Illinois Human Rights Act, 775 ILCS 5/1-101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto.

The Developer, in order to demonstrate compliance with the terms of this Section 23.1. shall cooperate with and promptly and accurately respond to reasonable inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be. For purposes of this Section 23, "affiliate" means any person controlling, controlled by, or under common control with any other person.
Failure to comply with the employment obligations described in this Section 23.1 shall be a basis for the City to pursue remedies under the provisions of Section 19.

23.2 City Resident Employment Requirement.

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

Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.

The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to DHED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Developer or Employer hired the employee should be written in after the employee's name.
The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, DHED, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the Certificate of Completion.
At the direction of DHED, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 23.2 concerning the worker hours performed by actual Chicago residents.

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

ensure the fulfillment of the requirements of this Section 23.2 concerning the

worker hours performed by actual Chicago residents or failed to report in the

manner as indicated above, the City will thereby be damaged in the failure to

provide the benefit of demonstrable employment to Chicagoans to the degree

stipulated in this Section 23.2. If such non-compliance is not remedied in

accordance with the breach and cure provisions of Section 19.3, the parties agree

that 1/20 of 1 percent (.05%) of the aggregate hard construction costs set forth in

the MBE/WBE Budget (as defined in Section 23.3 below) shall be surrendered by

the Developer and for the Employers to the City in payment for each percentage

of shortfall toward the stipulated residency requirement. Failure to report the

residency of employees entirely and correctly shall result in the surrender of the

entire liquidated damages as if no Chicago residents were employed in either of

the categories. The willful falsification of statements and the certification of

payroll data may subject the Developer and/or the other Employers or employees

to prosecution.

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

(k) The Developer shall cause or require the provisions of this Section

23.2 to be included in all construction contracts and subcontracts related to the

construction of the Project.

23.3 Developer's MBE/WBE Commitment. With respect to the Project, the

Developer agrees for itself and its successors and assigns, and, if necessary to meet the

requirements set forth herein, shall contractually obligate the general contractor to agree,

that during the construction of the Project:

Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seq Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seq., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Section 23.3, during the course of construction of the Project, at least at least the following percentages of the "MBE/WBE Budget" (as hereinafter defined) shall be expended for contract participation by minority-owned businesses ("MBEs") and by women-owned businesses ("WBEs"):

At least 24 percent by MBEs.
At least four percent by WBEs.

The "MBE/WBE Budget", as set forth on Exhibit H-2 and attached hereto, shall be a subset of the Updated Budget (as the same may have been further updated after the Closing Date for purposes of arriving at a final Project budget) and shall be comprised of a portion of those hard construction costs set forth in the Developer's guaranteed maximum price agreement with its general contractor. The City and the Developer agree to cooperate in negotiating the scope of the MBE/WBE Budget after the Closing Date, and prior to the commencement of construction, and to record an amendment to this Agreement attaching and incorporating such final MBE/WBE Budget as a part of this Agreement.

(a) For purposes of this Section 23.3 only:

(i) The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in

connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable.

The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.

Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's 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 of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBE/WBE commitment as described in this Section 23.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of DHED.
The Developer shall deliver quarterly reports to the City's monitoring staff during the construction of the Project describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist

the City's monitoring staff in determining the Developer's compliance with this MBE/WBE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion of the construction of the Project.

Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable.
Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Section 23.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable.

The MBE/WBE requirements shall terminate upon the date of the issuance of a Certificate of Completion.

23.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days before the anticipated issuance of the initial building permits (and in any event prior to the commencement of any construction), the Developer and the Developer's general contractor and all major subcontractors shall meet with DHED monitoring staff regarding compliance with all Section 23 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 23, the sufficiency of which the City's monitoring staff shall approve as a precondition to the commencement of construction. Prior to commencement of construction, the Development must submit evidence acceptable to DHED that the general contractor has met at least once with, and provided bid documents to, applicable MBE/WBE contractor associations. Additionally, the Developer must submit to DHED its construction contracts for review, and its MBE/WBE Utilization Plan, including Schedules C and D, for approval. Additionally, the Developer will need to provide evidence to DHED of its compliance with the MBE/WBE goals when 25% of the total direct costs of construction have been incurred (which evidence may be a regularly submitted contractor's activity report). During the construction of the Project, the Developer shall submit all documentation required by this Section 23 to the City's monitoring staff, including, without limitation, the following: (a) contractor's activity reports; (b) contractor's certifications concerning labor standards and prevailing wage requirements; (c) contractor's letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; and (g) evidence that MBE/WBE

contractor associations have been informed of the Project via written notice and hearing(s). Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 23, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds (including funds in the Joint Order Escrow Account) to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity.

SECTION 24. REPRESENTATIONS AND WARRANTIES.

24.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer hereby represents and warrants to the City that as of the date of this Agreement and as of the Closing Date the following shall be true and correct in all respects:

The Developer is a limited liability company duly organized under the laws of the State of Illinois and validly existing and in good standing under the laws of the State of Illinois with full power and authority to acquire, own and redevelop the Property, and that the person signing this Agreement on behalf of the Developer has the authority to do so.
All certifications and statements contained in the Economic Disclosure Statement last submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under the Developer's operating agreement or any agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound.
To the best of the Developer's knowledge, no action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of the Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of the Developer.
To the best of the Developer's knowledge, the Project will not violate: (i) any Laws, including, without limitation, any zoning and building

codes and environmental regulations; or (ii) any building permit, restriction of record or other agreement affecting the Property.

24.2 Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein.

24.3 Survival of Representations and Warranties. Each of the parties agrees that all of its representations and warranties set forth in this Section 24 or elsewhere in this Agreement are true as of the date of this Agreement and will be true in all material respects at all times thereafter, except with respect to matters which have been disclosed in writing and approved by the other party.

SECTION 25. NOTICES.

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

If to the City: City of Chicago

Department of Housing and Economic Development

121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Fax: 312-744-5826

With a copy to: City of Chicago

Department of Law

121 North LaSalle Street, Room 600

Chicago, Illinois 60602

Attn: Real Estate and Land Use Division

Fax: 312-744-8568

If to the Developer: NINTH STREET INVESTORS, LLC

625 North Michigan Avenue Suite 2000

Chicago, Illinois 60611 Fax: 312-440-0809

With a copy to:

John J. George

Schuyler, Roch & Crisham, P.C. 130 East Randolph Street, Suite 3800

Chicago, Illinois 60601 Fax: 312-565-8300

Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon confirmed transmission by facsimile, respectively, provided that such facsimile transmission is confirmed as having occurred prior to 5:00 p.m. on a business day. If such transmission occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 25 shall constitute delivery.

SECTION 26. BUSINESS RELATIONSHIPS.

The Developer acknowledges (a) receipt of a copy of Section 2-156-030 (b) ofthe Municipal Code of Chicago, (b) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (c) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.

SECTION 27. PATRIOT ACT CERTIFICATION.

The Developer represents and warrants that neither the Developer nor any Affiliate (as defined below) thereof is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable Laws: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. As used in this Section 27, an

"Affiliate" shall be deemed to be a person or entity related to the Developer that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Developer, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.

SECTION 28. PROHIBITION ON CERTAIN CONTRIBUTIONS - MAYORAL EXECUTIVE ORDER NO. 2011-4.

The Developer agrees that the Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in the Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, the Developer's contractors (i.e., any person or entity in direct contractual privity with the Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (the Developer and all the other preceding classes of persons and entities are together the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (a) after execution of this Agreement by the Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4.
The Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached the Developer, or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
The Developer agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
The Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.

Notwithstanding anything to the contrary contained herein, the Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 28 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If the Developer intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the Closing, the City may elect to decline to close the transaction contemplated by this Agreement.
For purposes of this provision:

"Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee.
"Other Contract" means any other agreement with the City to which the Developer is a party that is (i) formed under the authority of Chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "domestic partners" if they satisfy the following

criteria:

1. 1. they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
1. two of the following four conditions exist for the partners:

(1)

The partners have been residing together for at least 12 months.

(2)

The partners have common or joint ownership of a residence.

(3)

The partners have at least two of the following arrangements:

joint ownership of a motor vehicle;
joint credit account;
a joint checking account;
a lease for a residence identifying both domestic

partners as tenants.

(4)

Each partner identifies the other partner as a primary beneficiary in a will.

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

SECTION 29. MISCELLANEOUS.

The following general provisions govern this Agreement:

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.
Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein.
Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day.
Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course

of dealing, but only by an instrument in writing signed by the party benefitted by such term.

Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof.
No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement.
No Waiver. No waiver by the City with respect to any specific default by the Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of the Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing.
Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties.

SECTION 30. SHAKMAN

(i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" ( the "City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.

(ii) Developer is aware that City policy prohibits City employees from

directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Developer.

(iii) Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.

(iii) In the event of any communication to Developer by a City employee or City official in violation of subparagraph(ii) above, or advocating a violation of subparagraph (iii) above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office ofthe Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract.

SECTION 31. COMPLIANCE WITH "WASTE" PROVISIONS.

Any duly authorized representative of the City shall have access to the Property and to the real property on which the Project work is performed at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, the "Waste Sections"). Developer's violation of the Waste Sections (including, but not limited to, Sections 7-28-390 Dumping on public way; 7-28-440 Dumping on real estate without permit; 11-4-1410 Disposal in waters prohibited; 11-4-1420 Ballast tank, bilge tank or other discharge; 11-4-1450 Gas manufacturing residue; 11-4-1500 Treatment and disposal of solid or liquid waste; 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; and 11-4-1560 Screening requirements), whether or not relating to the performance of this Agreement,

constitutes a default under this Agreement (subject to the cure provisions of Section 19.3) and entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Developer, general contractor's and its subcontractors' duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Agreement.

SECTION 32. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY.

Failure by Developer or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.

SECTION 33. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL.

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

[signature page follows]

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

CITY OF CHICAGO, an Illinois municipal corporation

By:

Andrew J. Mooney, Commissioner Department of Housing and Economic Development

NINTH STREET INVESTORS, LLC

an Illinois limited liability company

By. Golub Real Estate Corp.,

an Illinois corporation and

the manager of Ninth Street Investors, LLC

By:

Name:

Its:

STATE OF ILLINOIS COUNTY OF COOK

)

) SS.

)

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Andrew J. Mooney, the Commissioner of the Department of Housing and Economic Development of the City of Chicago, an Illinois municipal corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that, as said Commissioner, he signed and delivered the foregoing instrument pursuant to authority given by the City of Chicago as his free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

STATE OF ILLINOIS )

) SS.

COUNTY OF COOK )

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

do hereby certify that , the of GOLUB REAL

ESTATE CORP., an Illinois corporation and the manager of NINTH STREET INVESTORS, LLC, an Illinois limited liability company, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that he signed and delivered the foregoing instrument pursuant to authority given by said limited liability company, as his free and voluntary act and as the free and voluntary act and deed of said limited liability company, for the uses and purposes therein set forth.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

(sub) EXHIBIT A to Redevelopment Agreement

LEGAL DESCRIPTION OF PROPERTY

(Subject to Final Title Commitment and Survey)

PARCEL IA:

PARCEL IB:

PARCEL 2:

THE EAST 26 FEET OF SUB-LOT 1 IN LOT 2 AND THE NORTH 1/2 OF THE EAST 26 FEET OF SUB-LOT 2 IN LOT 2 IN BLOCK 19 IN CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 3A:

PARCEL 3B:

PARCEL 3C:

PARCEL 4:

PARCEL 5:

PARCEL 6:

PARCEL 7:

P.I.N.s: 17-15-306-003

17-15-306-004 17-15-306-010 17-15-306-011 17-15-306-012 17-15-306-013

17-15-306-014 17-15-306-030 17-15-306-031 17-15-306-033

Commonly known as: 1 -15 E. 9^th Street and

901-1007 S. State Street Chicago, Illinois 60605

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

The Developer shall develop a 39-story, 399-foot tall, mixed-use development including accessory parking, non-accessory parking, retail uses and market rate housing. The development will have the following features/amenities:

33 residential floors with approximately 66 two-bedroom units, 198 one-bedroom units and 132 studio units. The total number of market rate rental units will be 396.
3-story podium at base of residential tower containing street-level retail, three levels of enclosed parking garage with spaces for 248 cars
Residential lobby, parking lobby access, bike storage, mechanical and other support rooms, loading dock, and approximately 5,500 sq. ft. of retail on the ground level, along with the driveway ramps up to the parking levels.
Additional amenities include a roof terrace, outdoor swimming pool and sundeck, outdoor running track, fitness area, business center and cyber-lounge on level six.

The Project shall at a minimum achieve LEED certification. The Project shall include green roofs, high SRI roof membranes, and shade trees to contribute to a reduction of the heat island effect.

(sub) EXHIBIT C to Redevelopment Agreement PRELIMINARY WORKING DRAWINGS AND SPECIFICATIONS

[Attached]

sister «m

OiKS SAMPS Wf

tc^gru tocc staksassi--

"T *

J J

■ J

T J-' f %.

CO Ul

CO CO

32'

64'

SITE PLAN

Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605

Intro Date: July 25,2012

CPC Date: December 20,2012

T^BUILDING 450.00*

OVERALL SECTION A

Applicant: NINTH ST. INVESTORS, LLC Address: 11 -15 E. 9TH ST.; 901 -1007 S. STATE ST. CHICAGO, IL 60605

) 2012 Solomon Cordwell Buenz

Intro Date: July 25,2012

CPC Date: December 20,2012

T/BUILDING

T/HABITABLE SPACE

iin'.in*

ARCHITECTURAL CONCRETE, PAINTED

ARCHITECTURAL CANOPY

HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM

BALCONY

ARCHITECTURAL CONCRETE. PAINTED

GLASS & METAL STOREFRONT SYSTEM

ARCHITECTURAL CONCRETE COLUMN, PAINTED

ARCHITECTURAL CONCRETE, PAINTED

B/RESIDENTIAL

er-cr

AMENITY LEVEL

STREET

30'

SOUTH ELEVATION

Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605

CPC Date: December 20,2012

T/HABITABLE SPACE

418'10'

ARCHITECTURAL LOUVER SYSTEM

HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM

BALCONY

SPANDREL GLASS & PERFORATED METAL SCREEN WALL

ARCHITECTURAL CONCRETE COLUMNS, PAINTED

ARCHITECTURAL LOUVER SYSTEM

GLASS & METAL STOREFRONT SYSTEM

- CHANNEL GLASS

BALCONY

/ / ARCHITECTURAL

CONCRETE, PAINTED

B/RESIDENTIAL .

ARCHITECTURAL CANOPY

i,T BUILDING ENTRANCE % GLASS & METAL

STOREFRONT SYSTEM

ARCHITECTURAL

CONCRETE

CANTILEVERED

BALCONY

ARCHITECTURAL CONCRETE, PAINTED

ARCHITECTURAL CANOPY

AMENITY LEVEL

STREET

O'-O'

T/PARAPET

30'

60'

WEST ELEVATION

2012 Solomon Cordwell Buenz

Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605

Intro Date: July 25,2012

CPC Date: December 20,2012

T/PARAPET

ARCHITECTURAL CANOPY T/HABITABLE SPACE

ARCHITECTURAL CONCRETE, PAINTED

ARCHITECTURAL LOUVER SYSTEM

ARCHITECTURAL CONCRETE

CANTILEVERED BALCONY

HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM

BALCONY

SPANDREL GLASS & PERFORATED METAL SCREEN WALL

ARCHITECTURAL CONCRETE, PAINTED

ARCHITECTURAL CONCRETE COLUMNS, PAINTED

ARCHITECTURAL LOUVER SYSTEM

PERFORATED METAL PANELS-GLASS & METAL STOREFRONT

B/RESIDENTIAL

ARCHITECTURAL CONCRETE. PAINTED

STREET,

_Vb-&

GARAGE ENTRY, OPEN

AMENITY LEVEL

iFo~W

30'

NORTH ELEVATION

Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605

Intro Date: July 25,2012

CPC Date: December 20,2012

ARCHITECTURAL CONCRETE, PAINTED

T/PARAPET

ARCHITECTURAL CANOPY T/HABITABLE SPACE.

418'-10"

GLASS & METAL STOREFRONT SYSTEM

HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM

BALCONY

ARCHITECTURAL CONCRETE COLUMNS, PAINTED

PERFORATED METAL PANELS METAL GARAGE DOORS

ARCHITECTURAL CONCRETE, PAINTED

B/RESIDENTIAL

5-®

BLADE SIGNAGE

AMENITY LEVEL

STREET

30'

EAST ELEVATION

Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605

Intro Date: July 25,2012

CPC Date: December 20,2012

(sub) EXHIBIT D to Redevelopment Agreement AFFORDABLE HOUSING FUND AGREEMENT

[Attached]

Affordable Housing Agreement (Rental)

Submit this form to the Department of Housing & Economic Development for each project that triggers an affordability requirement (including CPAN, ARO, and the Density Bonus).

This completed form should be returned (via e-mail, fax, postal service or interoffice mail), to: Kara Breems, Department of Housing & Economic Development, 121 N. LaSalle Street, Chicago, IL 60602. E-mail. Kara.Breems@citvofchicaqo.org; Telephone: (312) 744-6746.

Forinformation on these programs/requirements, visit, www.cityofchicago.org/hed

Date:

SECTION 1: DEVELOPMENT INFORMATION

Development Name: Development Address: Ward:

If you are working with a Planner at the City, what is his/her name?

Type of City involvement: Land write-down

(check all that apply) Financial Assistance (If receiving tif assistance, will tif funds be

used for housing construction? *)

Zoning increase, PD, or City Land purchase

*if yes, please provide copy ofthe TIF Eligible Expenses

SECTION 2: DEVELOPER INFORMATION

May we use email to contact you? Yes

Developer Name:

Developer Contact (Project Coordinator): Developer Address: Email address: Telephone Number:

SECTION 3: DEVELOPMENT INFORMATION

a) Affordable units required

For ARO projects: x 10%* = (always round up)

Total units total affordable units required

*20% if TIF assistance is provided

For Density Bonus projects:

X 25% =

Bonus Square Footage* Affordable sq. footage required

*Note that the maximum allowed bonus is 20% of base FAR in dash-5; 25% in dash-7 or -10; and 30% of base FAR in dash-12 or -16 (www.citvofchicago.org/zonine, for zoning info).

b) building details

In addition to water, which of the following utilities will be included in the rent (circle applicable):

Cooking gas electric gas heat electric heat other (describe on back)

Is parking included in the rent for the: affordable units? yes no market-rate units? yes no

If parking is not included, what is the monthly cost per space?

Estimated date for the commencement of marketing:

Estimated date for completion of construction of the affordable units:

For each unit configuration, fill out a separate row, as applicable (see example).

	Unit Type*	Number of Units	Number of Bedroo ms/Unit	Total Square Footage/Unit	Expected Market Rent	Proposed Affordable Rent*	Proposed Level of Affordability (60% or less of AMI)
'Exarriplei	'1 bed/1. .' bath,		1	. 800 .	$100.0:,. ' f 'til'.' i'lff	"; : _: 759 ;	, 60% . ;
Affordable Units


1OFFICE OF THE MAYOR CITY OF CHICAGO RAHM EMANUEL MAYOR March 13,2013 TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO Ladies and Gentlemen: At the request ofthe Commissioner of Housing and Economic Development, I transmit herewith ordinances authorizing the sale of City-owned property. Your favorable consideration of these ordinances will be appreciated. Mayor Very truly yours, ORDINANCE WHEREAS, the City of Chicago (the "City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on November 28, 1990, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Initial Redevelopment Plan") for the Central Station Tax Increment Financing Redevelopment Project Area (the "Initial Redevelopment Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seg.) (the "Act"); (ii) the Initial Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Initial Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Initial Redevelopment Plan; and WHEREAS, pursuant to an ordinances adopted by the City Council on August 3,1994, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "Redevelopment Plan") for the Near South Tax Increment Financing Redevelopment Project Area (the "Redevelopment Area"; such Redevelopment Area was an expansion of / amendment to the Initial Project Area), was approved pursuant to the Act; (ii) the Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Redevelopment Plan; and WHEREAS, the Redevelopment Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Redevelopment Area; and WHEREAS, the City owns the real property located in the Redevelopment Area, commonly known as 11-15 E. 9^th Street, and 901-1007 S. State Street, Chicago, Illinois 60605, and legally described on Exhibit A attached hereto (the "Property"), which Property is located in the Redevelopment Area; and WHEREAS, by Resolution No. 10-CDC-36 adopted on June 8, 2010, the Community Development Commission ("Commission") authorized the Department of Housing and Economic Development (the "Department") to advertise and issue a request for proposals ("RFP") for the sale and redevelopment of the Property for mixed-use development; and WHEREAS, public notices advertising the RFP appeared in the Sun-Times on September 13,20 and 27, 2010; and WHEREAS, the RFP set a target price of Eight Million Five Hundred Thirty Thousand and 00/100 Dollars ($8,530,000), which was the appraised fair market value ofthe Property in 2010; and WHEREAS, Golub Real Estate Corp., an Illinois corporation ("Golub"), was the sole entity to timely submit a proposal in response to the RFP; and WHEREAS, the Department has found that Golub's proposal to purchase the Property for Six Million and 00/100 Dollars ($6,000,000), and to pay Four Million and 00/100 Dollars ($4,000,000) to the City's Affordable Housing Fund, and to develop a mixed-use development including accessory parking, non-accessory parking, retail uses and market rate housing, on the Property, best satisfies the goals and objectives of the RFP; and WHEREAS, by Resolution No. 11 -CDC-43 adopted on November 8,2011, the Commission designated Golub the successful respondent to the RFP and recommended the sale of the Property to Golub; and WHEREAS, by Resolution No. 12-070-21, adopted by the Plan Commission ofthe City of Chicago (the "Plan Commission") on December 20, 2012, the Plan Commission recommended the sale of the Property; and WHEREAS, Golub has established a special purpose entity, Ninth St. Investors, LLC, an Illinois limited liability company ("Developer"), for the purposes of taking title to and developing the Property; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO: SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council. SECTION 2. The sale of the Property to the Developer in the amount of Six Million and 00/100 Dollars ($6,000,000), plus an additional payment by Developer in the amount of Four Million and 00/100 Dollars ($4,000,000) to the City's Affordable Housing Fund, is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit B and made a part hereof (the "Redevelopment Agreement"). The Commissioner of the Department ("Commissioner") or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement. SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, a quitclaim deed conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement. SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance. SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict. SECTION 6. This ordinance shall take effect immediately upon its passage and approval. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY (Subject to Title Commitment and Final Survey) PARCELIA: THE EAST 1/2 (EXCEPT THE EAST 26 FEET AND EXCEPT THE WEST 30 FEET THEREOF) OF SUB LOT 1 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO, IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL IB: THE EAST 92 FEET (EXCEPT THE EAST 26 FEET THEREOF AND EXCEPT THE WEST 40 FEET THEREOF) OF THE NORTH 1/2 OF SUB LOT 2 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: THE EAST 26 FEET OF SUB-LOT 1 IN LOT 2 AND THE NORTH 1/2 OF THE EAST 26 FEET OF SUB-LOT 2 IN LOT 2 IN BLOCK 19 IN CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF TFIE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3A: THE WEST 112-1/2 FEET OF SUB-LOT 1 IN LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3B: SUB-LOT 2 OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 20 FEET OF THE EAST 52 FEET AND EXCEPT THAT PART TAKEN FOR WIDENING OF STATE STREET) IN COOK COUNTY, ILLINOIS. PARCEL 3C: SUB-LOT 1 OF THE CANAL TRUSTEES' SUBDIVISION LOT 3 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPTING THEREFROM THE WEST 27 FEET THEREOF) IN SECTION 15, TOWNSHIP 39 NORTH RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 4: THE NORTH 1/2 OF SUB-LOT 2 OF LOT 3, THE SOUTH 1/2 OF SUB-LOT 2 OF LOT 3 AND THE NORTH 1/2 OF SUB-LOT 1 OF LOT 6, (ALL EXCEPTING THE WEST 27 FEET MORE OR LESS, TAKEN FOR WIDENING OF STATE STREET, AND EXCEPTING THAT PORTION OF SAID PREMISES TAKEN OFF THE REAR FOR ALLEY) ALL IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTIONS 15, 16 AND 17, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 5: THE SOUTH 1/2 OF LOT 1 (EXCEPT THAT PART THEREOF TAKEN FOR STREET) OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 6: SUB-LOT 2 (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING STATE STREET) OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15, ADDITION TO CHICAGO OF FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 7: SUB-LOT 1 OF LOT 7 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR THE WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PIN: 17-15-306-003 17-15-306-004 17-15-306-010 17-15-306-011 17-15-306-012 17-15-306-013 17-15-306-014 17-15-306-030 17-15-306-031 17-15-306-033 Commonly known as: 11 -15 E. 9^th Street and 901-1007 S. State Street Chicago, Illinois 60605 EXHIBIT B REDEVELOPMENT AGREEMENT (Attached) THIS INSTRUMENT PREPARED BY, AND AFTER RECORDING, PLEASE RETURN TO: City of Chicago Department of Law, Real Estate Division 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 (312) 744-0200 AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND (The Above Space For Recorder's Use Only) This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND ("Agreement") is made on or as of the day of , 20 , by and between the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of local government ("City"), acting by and through its Department of Housing and Economic Development (together with any successor department thereto, "DHED"), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602 and NINTH ST. INVESTORS, LLC, an Illinois limited liability company ("Developer"), whose address is 625 North Michigan Avenue, Suite 2000, Chicago, Illinois 60611. RECITALS WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on November 28, 1990, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date, (i) a certain redevelopment plan and project (the "Initial Redevelopment Plan") for the Central Station Tax Increment Financing Redevelopment Project Area (the "Initial Redevelopment Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seg.) (the "Act"); (ii) the Initial Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Initial Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Initial Redevelopment Plan; and WHEREAS, pursuant to an ordinances adopted by the City Council on August 3, 1994, and published in the Journal of such date, (i) a certain redevelopment plan and project (the "Redevelopment Plan") for the Near South Tax Increment Financing Redevelopment Project Area (the "Redevelopment Area"; such Redevelopment Area was an expansion of / amendment to the Initial Project Area), was approved pursuant to the Act; (ii) the Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and (iii) tax increment financing was adopted pursuant to the Act as a means of financing certain Redevelopment Area redevelopment project costs (as defined in the Act) incurred pursuant to the Redevelopment Plan; and WHEREAS, the Redevelopment Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Redevelopment Area; and WHEREAS, the Developer desires to purchase from the City the real property located in the Redevelopment Area, commonly known as approximately 1-15 E. 9^thStreet, and 901-1007 S. State Street, Chicago, Illinois 60605, and legally described on Exhibit A attached hereto (the "Property"); and WHEREAS, Environmental Design International Inc. ("EDI") conducted a Phase I Environmental Site Assessment prior to the demolition of the New Ritz Hotel on the Property; and WHEREAS, the Phase I Environmental Site Assessment Report, dated April 24, 2003 (the "Phase I Report"), recommended that a Phase II Environmental Site Assessment be conducted; and WHEREAS, EDI conducted a Phase II Environmental Site Assessment based on the conclusions and recommendations in the Phase I Report; and WHEREAS, the Phase II Environmental Site Assessment Report, dated September 3, 2003 (the "Phase II Report"), contained the following recommendations: TCLP lead analysis of all soil samples yielding total lead results over 400 mg/kg (possible additional metal analysis may be warranted), further investigation of the PNA and lead impacted areas to delineate the extent of impacts and the concentration of target compounds as well as the recommendation of groundwater investigation, development of an overall Health and Safety Plan for the site activities and precautions for encountering impacted soils identified during the Phase II Environmental Site Assessment, further sampling in areas characterized as hazardous or detected above the TACO Tier I SROs should be coordinated with the Illinois Environmental Protection Agency (the "IEPA"), Site Remediation Program (the "SRP"), if applicable; and WHEREAS, the Phase II Report also recommended that all soil be properly disposed; and WHEREAS, the City has provided the Developer copies of the Phase I Report and the Phase II Report; and WHEREAS, the Developer shall enroll the Property in the SRP and obtain from the IEPA a final Residential No Further Remediation Letter; and WHEREAS, the Developer intends to use the Property to develop a thirty-nine (39) story mixed-use development including: thirty-three (33) residential floors; a penthouse level containing mechanical and amenity space; retail, lobby, mechanical and back of house spaces on the street level; parking on the Levels 2-5; and amenities on Level 6; as more fully described on Exhibit B attached hereto (the "Project"); and WHEREAS, because the Developer intends to develop a residential housing project on the Property, the Developer is required to establish ten percent (10%) of the housing units as affordable housing or pay the City a fee in lieu of the development of such affordable housing units (such fee equal to One Hundred Thousand and 00/100 Dollars ($100,000) for each affordable housing unit not developed as part of the Project), in accordance with Chapter 2-45-110 of the Municipal Code of Chicago, as amended (the "Affordable Housing Ordinance"); and WHEREAS, in order to satisfy the Affordable Housing Ordinance requirements and as additional consideration for the transfer of the City Land, the Developer has agreed to pay to the City a fee in the amount of Four Million and 00/100 Dollars ($4,000,000) (such amount, the "Affordable Housing Fee"), which amount shall be paid immediately prior to the issuance of the initial building permits for the Project and deposited into the City's Affordable Housing Opportunity Fund; and WHEREAS, the Property is located in the Redevelopment Area and the Project is consistent with the Redevelopment Plan; and WHEREAS, the City Council, pursuant to an ordinance adopted on , 2013 (the "RDA Ordinance Date"), and published at pages through in the Journal of such date, authorized the sale of the Property to the Developer, subject to the execution, delivery and recording of this Agreement; and WHEREAS, the Developer and the City acknowledge that the implementation of the policies and provisions described in this Agreement will be of mutual benefit to the Developer and the City. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1. INCORPORATION OF RECITALS. The recitals set forth above constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties. SECTION 2. PURCHASE PRICE. The City hereby agrees to sell, and the Developer hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the Property, for the sum of Six Million Dollars ($6,000,000) ("Purchase Price"), which will be paid by the Developer as follows: (a) the Developer shall pay Five Million Three Hundred Fifty Hundred Thousand and 00/100 Dollars ($5,350,000) to the City at the Closing (as defined in Section 4) in cash or by certified or cashier's check or wire transfer of immediately available funds, (b) the Developer shall deposit Five Hundred Thousand Dollars ($500,000) into a joint order escrow account in accordance with Section 9.13, (c) and including $150,000 of the Earnest Money (as defined in Section 3.1) previously paid by the Developer to the City. Except as specifically provided herein to the contrary, the Developer shall pay all escrow fees and other title insurance fees and closing costs. The Developer acknowledges that the Purchase Price is approximately Two Million Five Hundred Thirty Thousand Dollars ($2,530,000) less than the appraised fair market value of the Property and that the City has only agreed to sell the Property to the Developer for the Purchase Price because the Developer has agreed to execute this Agreement and comply with its terms and conditions, including, without limitation, Section 14 (Restrictions on Use) and the environmental remediation obligations set forth in Section 22 (Inspection; Environmental Remediation; Condition of Property at Closing). In addition to the Purchase Price, the Developer must pay the City the Affordable Housing Fee (see recitals and Section 9.12(b). SECTION 3. EARNEST MONEY AND PERFORMANCE DEPOSIT. Earnest Money and Performance Deposit. The Developer has deposited with the City the amount of Three Hundred Thousand Dollars ($300,000.00) (the "Earnest Money"). At the Closing, One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money will be applied to the Purchase Price, and the City will retain the remaining One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money as security for the performance of the Developer's obligations under this Agreement (such retained amount, the "Performance Deposit"). The City will retain the Performance Deposit until the City issues a Certificate of Completion (as defined in Section 13). Interest. The City will pay no interest to the Developer on the Earnest Money or Performance Deposit. SECTION 4. CLOSING. The closing of the transaction contemplated by this Agreement (the "Closing") shall take place at the downtown offices of Greater Illinois Title Company, 120 North LaSalle Street, Chicago, Illinois 60602, or such other title company as may be selected by the Developer (the "Title Company"), within thirty (30) days after the later of the effective date of the City Council ordinance approving this Agreement or the planned development zoning for the Project (the "PD Approval Date"), as required pursuant to Section 9.1, or on such date as the parties mutually agree upon in writing (the "Closing Date" or "Original Outside Closing Date"); provided, however, that, notwithstanding the foregoing, in no event shall the Closing occur unless and until the Developer has satisfied all conditions precedent set forth in Section 9, unless DHED, in its sole discretion, waives one or more such conditions; provided further that DHED may, in its sole discretion, extend the Original Outside Closing Date for up to twelve (12) months (such extended date, the "Extended Outside Closing Date"). On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, county and municipal real estate transfer tax declarations, and an ALTA statement. If the Closing does not occur on or before the Original Outside Closing Date, and the City elects to extend the closing date, then, beginning on the first day of the month immediately following the Original Outside Closing Date (e.g., January 1, 2013) and on the first day of each month thereafter during any such extension period, the Developer shall pay the City a nonrefundable monthly extension fee in the amount of Thirty Thousand and 00/100 Dollars ($30,000). During the period of Developer's payment of such monthly extension fee, the Closing and time for performance of obligations under this Agreement shall be ratably extended without creating a default of penalty. Such extension fee shall not be due if in the sole reasonable opinion of the Commissioner of DHED (the "Commissioner") the Developer was not at any fault for not closing by the Original Outside Closing Date. SECTION 5. CONVEYANCE OF TITLE. Form of Deed. Without limiting the generality of the quitclaim nature of the deed, the City shall convey the Property to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and the following (collectively, the "Permitted Exceptions"): (a) the Redevelopment Plan for the Redevelopment Area; the standard exceptions in an ALTA title insurance policy; general real estate taxes and any special assessments or other taxes, subject to Section 6.2; all easements, encroachments, covenants and restrictions of record and not shown of record; such other title defects that may exist; and any and all exceptions caused by the acts of the Developer or its agents. Recording Costs. The Developer shall pay to record the Deed, this Agreement, and any other documents incident to the conveyance of the Property to the Developer. SECTION 6. TITLE AND SURVEY. The Developer acknowledges that the City has delivered to the Developer a commitment for an owner's policy of title insurance for the Property (the "Title Commitment") from the Title Company. The Developer shall be solely responsible for and shall pay all costs associated with updating the Title Commitment (including all search, continuation and later-date fees), and obtaining any title insurance, extended coverage or other endorsements it deems necessary. The Developer shall also be solely responsible for and shall pay all costs associated with obtaining any survey it deems necessary. The City agrees to provide the Title Company with a completed ALTA owner's statement, and other transfer documents typically required by the Title Company and typically provided by the City (but expressly excluding, however, "gap" undertakings, title indemnities and similar liabilities) at or prior to the Closing. At the Closing, the Developer shall deliver to the City a copy of the owner's policy of title insurance that it obtains with respect to the Property. The City shall use reasonable efforts to obtain the waiver or release of any delinquent real estate taxes or tax liens on the Property prior to the Closing Date, to the extent such taxes or tax liens can be waived or released through submission of an abatement letter to the Cook County Treasurer, a motion to vacate a tax sale or a petition for exemption. If the City is unable to obtain the waiver or release of any such tax liens or is unable to cause the Title Company to insure over such tax liens, or if the Property is encumbered with any other unpermitted exceptions, the Developer shall have the option to do one of the following: (a) accept title to the Property subject to the unpermitted exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price (unless such tax liens or unpermitted exceptions are other liens of a definite and ascertainable that can be cleared from title by the payment of a sum certain, in which case the Developer shall receive a credit for such amounts against the Purchase Price and such amounts shall be paid from the funds deposited by Developer as part of the Closing); or (b) terminate this Agreement by delivery of written notice to the City at least fourteen (14) days prior to the Closing Date, in which event the City shall return the Earnest Money to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to the unpermitted exceptions. The Developer shall be responsible for all taxes due and payable after the Closing Date (whether attributable to the time period prior to the Closing Date but payable after the Closing Date, or first accruing and payable after the Closing Date). SECTION 7. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS. The Developer shall apply for all applicable building permits and other required permits and approvals for the construction of the Project no later than eighteen (18) months after the Closing, and shall pursue such permits and approvals in good faith and with all due diligence. The Commissioner of DHED may, in the Commissioner's sole discretion, elect to extend such eighteen (18) month period by up to six (6) months. SECTION 8. PROJECT BUDGET AND PROOF OF FINANCING. The total budget for the Project is currently estimated to be One Hundred Twenty-Two Million and No/100 Dollars ($122,000,000) (the "Preliminary Project Budget"). Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to DHED for approval an updated Project budget which is materially consistent with the Preliminary Project Budget, as set forth on Exhibit H-l and attached hereto (the "Updated Budget") and evidence of funds adequate to finance the purchase of the Property ("Proof of Land Purchase Financing"). The Proof of Land Purchase Financing shall include binding commitment letters from the Developer's lenders, if any, and evidence of the Developer's ability to make an equity contribution in the amount necessary to purchase the Property. SECTION 9. CONDITIONS TO THE CITY'S OBLIGATION TO CLOSE. The obligations of the City under this Agreement are contingent upon each of the following being satisfied at least fourteen (14) days prior to the Closing Date, or on such other date as may be specified below, unless waived in writing by the Commissioner: Planned Development Approval. The Developer shall have applied for, and the City shall have approved, Planned Development zoning for the Property. Budget and Proof of Financing. The City shall have approved the Developer's Updated Budget and Proof of Land Purchase Financing. Simultaneous Closing of Financing. On the Closing Date, the Developer shall simultaneously close and draw down on the land purchase financing. Insurance. The Developer shall have delivered to the City evidence of insurance as follows: (a) commercial general liability insurance with a combined single limit of not less than $1,000,000.00 per occurrence for bodily injury, personal injury and property damage liability with the City named as an additional insured; (b) automobile liability insurance with limits of not less than $1,000,000.00 per occurrence, combined single limit for bodily injury and property damage; (c) worker's compensation and occupational disease insurance in statutory amounts covering all employees and agents who are to do any work on the Property; and (d) builder's risk or property insurance. All insurance policies shall be from insurance companies authorized to do business in the State of Illinois, and shall remain in effect until completion of all activity on the Property. The Developer shall deliver duplicate policies or certificates of insurance to the City prior to commencing any activity on the Property. The Developer expressly understands and agrees that any coverage and limits furnished by the Developer shall in no way limit the Developer's liabilities and responsibilities (including indemnification) set forth in this Agreement. With respect to property insurance, the City will accept an ACORD 28 form. With respect to liability insurance, the City will accept an ACORD 25 form, together with a copy of the endorsement that is added to the Developer's policy showing the City as an additional insured. Upon request, the Developer shall provide a copy of the declaration page for each policy listed on the ACORD 25 and ACORD 28 forms. Legal Opinion. The Developer shall, at the City's request, deliver to the City a legal opinion in a form and substance reasonably acceptable to the City's Corporation Counsel. Due Diligence. The Developer shall have delivered to the City due diligence searches in its name (UCC, State and federal tax liens, pending litigation and judgments in Cook County and the U.S. District Court for the Northern District of Illinois, and bankruptcy), showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel. Subordination Agreement. On the Closing Date, and prior to recording any land purchase or construction mortgage approved pursuant to Section 9.2 or Section 16, the Developer shall, at the City's request, deliver to the City a subordination agreement in which the lender agrees to subordinate the lien of its mortgage to the covenants running with the land, or such other subordination assurance as the Corporation Counsel shall deem acceptable (each such agreement, a "Subordination Agreement"). MBE/WBE Compliance Plan. In lieu of meeting prior to the Closing Date, and because the initial closing involves only a land purchase, the Developer and, if selected, the Developer's general contractor and all major subcontractors shall meet with staff from DHED regarding compliance with the MBE/WBE, city residency hiring, prevailing wage and other requirements set forth in Section 23, and at least seven (7) days prior to the closing date for the closing of the construction financing for the Project improvements. The City shall approve the Developer's compliance plan in accordance with Section 23.4. Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct. Organization and Authority Documents. The Developer shall have delivered to the City the Developer's articles of organization, including all amendments thereto, as furnished and certified by the Illinois Secretary of State; the Developer's operating agreement, as certified by the secretary of the Developer; resolutions authorizing the Developer to execute and deliver this Agreement and any other documents required to complete the transaction contemplated by this Agreement and to perform its obligations under this Agreement; a certificate of good standing from the Illinois Secretary of State dated no more than thirty (30) days prior to the Closing Date; and such other corporate authority and organizational documents as the City may reasonably request. Reconveyance Deed. Prior to the conveyance of the Property to the Developer, the Developer shall deliver to the City a special warranty deed for the Property in recordable form naming the City as grantee ("Reconveyance Deed"), for possible recording in accordance with Section 19.6 below, if applicable. At the time of the Developer pays the affordable housing fee described in Section 9.12(b) below, the City shall return such Reconveyance Deed to the Developer. Affordability Requirements. The Developer shall have completed the Affordable Housing Agreement (Rental) attached hereto as Exhibit D, and obtained DHED's authorization to proceed on such form; and The Developer has elected to pay the One Hundred Thousand and No/100 Dollar ($100,000) per unit in-lieu-of fee required under Chapter 2-45-110(d)(i) instead of providing affordable units in the Project. Such affordable housing fee payment shall be Four Million and No/100 Dollars ($4,000,000), based on the forty (40) affordable units that would otherwise need to be included in the Developer's 396 unit Project. IMMEDIATELY PRIOR TO THE ISSUANCE OF THE INITIAL BUILDING PERMITS FOR THE PROJECT, THE DEVELOPER SHALL PAY THE CITY THE FOUR MILILION AND NO/100 DOLLAR ($4,000,000) AFFORDABLE HOUSING FEE BY CASHIER'S CHECK OR ELECTRONIC FUNDS. ONCE PAID, THE AFFORDABLE HOUSING FEE SHALL BE NON-REFUNDABLE. 9.13 Joint Order Escrow Agreement. On the Closing Date, the Developer and the Title Company (or such other Escrowee as shall be acceptable to DHED, in its sole discretion) shall have executed a joint order escrow agreement, substantially in the form attached hereto as Exhibit E (the "Joint Order Escrow Agreement"). The Developer shall deposit into the escrow account an amount equal to Five Hundred Thousand Dollars ($500,000). The Developer acknowledges that the funds in the escrow account shall be used solely to reimburse the Developer for the "Incremental Costs" (as defined below) the Developer has incurred for the removal (including, excavation, transportation and disposal), storage, remediation, or treatment of "Hazardous Waste" (as defined below) from the Property. The Developer acknowledges that, subject to the City's reimbursement obligation for such Incremental Costs, up to such Five Hundred Thousand Dollar ($500,000) cap, (i) the City will not pay for any removal (including, excavation, transportation and disposal), storage, remediation or treatment costs associated with any material from the Property, including any material meeting regulatory criteria of Hazardous Waste, and (ii) the Developer is solely responsible for all removal (including, excavation, transportation and disposal), storage, remediation or treatment costs associated with material meeting regulatory criteria of Hazardous Waste, even if those costs exceed Five Hundred Thousand Dollars ($500,000). Any funds remaining in the environmental escrow account following the Escrowee's payment from the escrow account of the Incremental Costs shall be paid to the City. The Developer shall pay all escrow fees. "Hazardous Waste" means and includes (a) a characteristic waste, which exhibits one or more of four characteristics defined in 40 CFR Part 261 Subpart C, (b) any other material, substance or waste that must be removed or remediated in order for the Developer to obtain the Residential No Further Remediation Letter required for the Property, and (c) underground storage tanks and related petroleum contaminated soils limited only to material exceeding soil saturation limits or material meeting RCRA hazardous waste criteria. Notwithstanding the preceding sentence, in no event shall "Hazardous Waste" mean and include any material, substance or waste removed from the Property that, due to the historical depositing of debris, rubble, ash, and fill materials after the Chicago Fire in the South Loop and in other portions of the City, has led to historically-elevated background levels of elements such as arsenic and lead, and elevated background levels for PNAs and other substances in such areas. Similarly, no costs associated with disposing of materials, substances or wastes containing such elevated background levels shall be included as "Incremental Costs" (as defined below). The Department of Fleet and Facility Management, in consultation with GaiaTech, Inc., the Developer's environmental consultant, shall cooperate in reviewing removal and remediation measures and records to determine when and to what extent such elevated background levels are present in any applicable material, substance or waste for purposes of such "Hazardous Waste" and "Incremental Cost" determinations. "Incremental costs" refers to the difference in costs, if any, between (i) the removal (including, excavation, transportation and disposal), storage, remediation and treatment costs for Hazardous Wastes that the Developer incurs and (ii) the costs for performing similar work had the Property not contained Hazardous Wastes. Such costs must be based on the Developer's actual costs, identified in a contract and verified by actual receipts, with no markup by the Developer for these costs. For example, if the cost for disposing of the Hazardous Waste on the Property was $10 and the cost of disposing of the same quantity of material from the Property had it not been Flazardous Waste was $8, then the incremental costs for the disposal of such material is $2. "Incremental Costs" specifically excludes any costs relating to investigation, sampling, monitoring and testing related to disposal of potential or actual "Hazardous Waste," excluding only the invoice attached as Exhibit G and future testing related to environmental remediation approved by city, state or federal environmental agencies. The Developer shall have no obligation to perform any removal, storage, remediation or treatment prior to the Closing Date. 9.14 Easement. On the Closing Date, the Developer shall have in recordable form a plat of easement and a grant of easement that grants the Chicago Transit Authority (the "CTA") the non-exclusive right to maintain such CTA-owned underground support columns and aerial signal platform that are beneath or above the Property at certain horizontal planes, respectively, and the Developer shall at its expense record same immediately following the recording of this Agreement and the Deed. 9.15 Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as of such date as and when required under this Agreement. If any of the conditions in this Section 9 have not been satisfied to the City's reasonable satisfaction within the time periods provided for herein, or waived by DHED in writing, the City may, at its option, terminate this Agreement by delivery of written notice to the Developer. In such event, the City shall retain One Hundred Fifty Thousand Dollars ($150,000) of the Earnest Money and shall promptly return the remaining amount of the Earnest Money (i.e., $150,000) to the Developer, this Agreement shall be null and void and, except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. Any forbearance by the City in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right. SECTION 10. CONSTRUCTION REQUIREMENTS. Site Plans and Rental Space. The Developer shall construct the Project on the Property substantially in accordance with the preliminary design development drawings and specifications prepared by Solomon Cordwell Buenz dated December 20, 2012, which have been approved by DHED and which are attached hereto as Exhibit C ("Working Drawings and Specifications"). No material deviation from the Working Drawings and Specifications may be made without the prior written approval of DHED. If the Developer submits and DHED approves revised design development drawings and specifications (including but not limited to permit drawings approved by the City) after the date of this Agreement, the term "Working Drawings and Specifications" as used herein shall refer to the revised design development drawings and specifications upon DHED's written approval of the same. DHED shall have the right to approve the initial retail tenants, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the permitted retail uses listed on Exhibit F attached hereto (if permitted under the Planned Development zoning approved for the Property) and any uses permitted under the Planned Development zoning approved for the Property shall be deemed acceptable retail uses by DHED. Relocation of Utilities, Curb Cuts and Driveways. The Developer shall be solely responsible for and shall pay all costs associated with: (a) the relocation, installation or construction of public or private utilities, curb cuts and driveways; (b) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with or damaged as a result of the Developer's construction of the Project; (c) the removal of existing pipes, utility equipment or building foundations; (d) the termination of existing water or other services; and (e) the removal or discontinuance of use of metered parking spaces (whether permanent, such as, for example, due to the installation of a curb cut or driveway that eliminates metered parking spaces, or temporary, such as, for example, due to the need to close a lane of a street for construction staging or public safety purposes) along the interior perimeter of the block bordered on the north side of East 9th Street, on the east side by South Holden Court, on the south side of East 10th Street, and on west side by South State Street reasonably attributable to the Project. As to amounts in subsection (e), the Developer acknowledges that under the Metered Parking Concessions Agreement entered into between the City and Chicago Parking Meters, L.L.C. (the "Concessionaire") dated effective as of February 13, 2009, when parking spaces subject to the terms of such agreement are removed or the ability to use such parking spaces is discontinued, the City is generally obligated to either pay the Concessionaire for lost revenues attributable to such spaces or provide the Concessionaire with replacement metered parking spaces, all as more particularly described in such concession agreement. The City may, but shall have no obligation to, identify replacement spaces in order to mitigate any such payments due to the Concessionaire in connection with the Project, and the Developer shall, in any event, pay any required amounts due to the Concessionaire that are attributable to the removal or discontinuance of use (whether permanent or temporary) of metered parking spaces as a result of the Project. Such amounts shall be paid from time to time within five (5) business days' of the City's written notice of the amount due. The City shall have the right to approve any streetscaping provided by the Developer as part of the Project, including, without limitation, any paving of sidewalks, landscaping and lighting. City's Right to Inspect Property. For the period commencing on the Closing Date and continuing through the date the City issues the Certificate of Completion, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, "Laws"). Barricades and Signs. Promptly after the execution of this Agreement, the Developer shall, at its sole cost and expense, erect and maintain such signs as the City may reasonably require identifying the Property as a City redevelopment project. Prior to the commencement of any construction activity requiring barricades, the Developer shall install barricades of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. DHED shall have the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades and all signage, which approval shall not be unreasonably withheld or delayed. The Developer shall erect all signs and barricades so as not to interfere with or affect any bus stop or train station in the vicinity of the Property. Survival. The provisions of this Section 10 shall survive the Closing. SECTION 11. LIMITED APPLICABILITY. Any approval given by DHED pursuant to this Agreement is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings or any other City department, nor does such DHED approval constitute an approval of the quality, structural soundness or safety of any improvements located or to be located on the Property, or the compliance of said improvements with any Laws, private covenants, restrictions of record, or any agreement affecting the Property or any part thereof. SECTION 12. COMMENCEMENT AND COMPLETION OF PROJECT. The Developer shall commence construction of the Project no later than eighteen (18) months following the issuance of building permits, and shall complete the Project (as determined by DHED) no later than thirty-six (36) months following the date on which the Developer commences construction. The Commissioner shall have discretion to extend any of the construction commencement and completion dates for good cause shown by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction of the Project. The Developer shall construct the Project in accordance with the Working Drawings and Specifications, the Planned Development, and all Laws and covenants and restrictions of record. SECTION 13. CERTIFICATE OF COMPLETION. Upon the completion of the Project in accordance with this Agreement, the Developer shall request from the City a certificate of completion ("Certificate of CjHmDleJion'')- Within forty-five (45) days after receipt of a written request by the Developer for a Certificate of Completion, which written request shall include a copy of the recorded Residential No Further Remediation Letter, the City shall provide the Developer with either the Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the Project in compliance with this Agreement, or is otherwise in default, and what measures or acts are necessary, in the sole opinion of the City, for the Developer to take or perform in order to obtain the Certificate of Completion. If the City requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Completion upon compliance with the City's response. The Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of the covenants in this Agreement and the Deed with respect to the Developer's obligations to construct the Project. The Certificate of Completion shall not, however, constitute evidence that the Developer has complied with any Laws relating to the construction of the Project, and shall not serve as any "guaranty" as to the quality of the construction. Promptly following the recordation of the Certificate of Completion, the City shall return the Performance Deposit to the Developer. SECTION 14. RESTRICTIONS ON USE. The Developer agrees that it: 14.1 Shall devote the Property solely to the Project. 14.2 Shall not discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the use or occupancy of the Property or any part thereof or the Project or any part thereof. 14.3 Shall devote the Property to a use consistent with the Redevelopment Plan. SECTION 15. PROHIBITION AGAINST SALE OR TRANSFER OF PROPERTY OR CERTAIN CHANGES IN CORPORATE STRUCTURE. 15.1 Prior to the issuance of the Certificate of Completion for the Project, as provided herein, the Developer may not, without the prior written consent of DHED, which consent shall be in DHED's sole discretion: (a) directly or indirectly sell, transfer or otherwise dispose of the Property or any part thereof or any interest therein or the Developer's controlling interests therein (including without limitation, a transfer by assignment of any beneficial interest under a land trust); or (b) directly or indirectly assign this Agreement. Notwithstanding the foregoing, the Developer may, with the prior written consent of DHED, which consent shall not unreasonably withheld, admit Alcion Ventures, or its affiliate, or another equity investor, as a member, so long as Lee Golub and/or Michael Newman, or any entity controlled by Lee Golub and/or Michael Newman, continue to serve as the controlling manager or managing member of the Developer and any such equity investor provides all required Economic Disclosure Forms and "scofflaw check" information to the City and financial statement evidencing its ability to make such equity investment. With respect to any proposed sale, transfer or disposition prior to the issuance of the Certificate of Completion, the Developer shall provide the City copies of any and all sales contracts, legal descriptions, descriptions of intended use of the parcels to be sold, proposed use of Property and other documentation as the City may reasonably require. The Developer acknowledges and agrees that DHED may withhold its consent under (a) or (b) above (and as to the admission of any equity investor) if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers or directors) is in violation of any Laws, or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. Except as permitted above, no principal party of the Developer (e.g., a manager, member, or managing-member) may sell, transfer or assign any of its interest in Developer prior to the issuance of the Certificate of Completion to anyone other than another principal party (or to the personal trust of such transferor, for estate planning purposes), without the prior written consent of DHED, which consent shall be in DHED's sole discretion. The Developer must disclose the identity of all members to the City at the time such members obtain an interest in the Developer. The provisions of this Section 15 shall not prohibit the Developer from transferring or conveying the Property to an Illinois land trust of which the Developer is the sole beneficiary. 15.2 Prior the issuance ofthe Certificate of Completion, the Developer shall not, without the City's prior written consent, which shall be in the City's sole discretion: (i) merge, liquidate or consolidate, (ii) permit the direct or indirect transfer any ownership interests in the Developer except as permitted under Section 15.1, (iii) enter into any transaction outside the ordinary course of business, (iv) assume or guarantee the obligations of any other person or entity, or (v) enter into a transaction that, in the City's sole determination, would cause a material and detrimental change to the Developer's condition. SECTION 16. LIMITATION UPON ENCUMBRANCE OF PROPERTY. Prior to the issuance of the Certificate of Completion, the Developer shall not, without DHED's prior written consent, which shall be in DHED's sole discretion, engage in any financing or other transaction which would create an encumbrance or lien on the Property, except for (a) any mortgages and related financing documents approved pursuant to Section 9.2 related to the Land Purchase Financing, (b) mortgages and related financing documents, the proceeds of which are used to finance the Developer's construction of the Project, and (c) any encumbrance arising from the recording of the Residential No Further Remediation Letter. SECTION 17. MORTGAGEES NOT OBLIGATED TO CONSTRUCT. Notwithstanding any other provision of this Agreement or of the Deed, the holder of any mortgage authorized by this Agreement (or any affiliate of such holder) shall not itself be obligated to construct or complete the Project, or to guarantee such construction or completion, but shall be bound by the other covenants running with the land specified in Section 18 and shall, prior to recording any mortgage approved pursuant to Section 9.2 or Section 16, execute and record a Subordination Agreement (as defined in Section 9.7). If any such mortgagee or its affiliate succeeds to the Developer's interest in the Property prior to the issuance of the Certificate of Completion, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, and thereafter transfers its interest in the Property to another party, such transferee shall be obligated to complete the Project, and shall also be bound by the other covenants running with the land specified in Section 18. SECTION 18. COVENANTS RUNNING WITH THE LAND. The parties agree, and the Deed shall so expressly provide, that the covenants provided in Section 12 (Commencement and Completion of Project), Section 14 (Restrictions on Use), Section 15 (Prohibition Against Sale or Transfer of Property), Section 16 (Limitation Upon Encumbrance of Property) and Section 22.3 (Environmental Remediation) will be covenants running with the land, binding on the Developer and its successors and assigns (subject to the limitation set forth in Section 17 above as to any permitted mortgagee) to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. The covenants provided in Section 12, Section 15 and Section 16 shall terminate upon the issuance of the Certificate of Completion. The covenants contained in Section 14.1 shall remain in effect for so long as the Developer remains in title to the Property; provided, however, such covenants shall not terminate prior to the issuance of the Certificate of Completion. The covenants contained in Section 14.2 shall remain in effect without limitation as to time. The covenant contained in Section 14.3 shall terminate upon the expiration of the Redevelopment Plan, as such expiration may be amended from time to time in accordance with and pursuant to applicable law. The covenant in Section 22.3 shall terminate in accordance with the terms of the Residential No Further Remediation Letter. SECTION 19. PERFORMANCE AND BREACH. Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement. Permitted Delays. The Developer shall not be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable causes beyond the Developer's control and without the Developer's fault or negligence, including, without limitation, acts of God, acts of the public enemy, acts of the United States government, fires, floods, epidemics, quarantine restrictions, strikes, embargoes and unusually severe weather or delays of subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the Developer, within thirty (30) days after the date on which the Developer learns of such force majeure event, submits to the Commissioner a written request for an extension. Cure. If the Developer defaults in the performance of its obligations under this Agreement, the Developer shall have sixty (60) days after written notice of default from the City to cure the default, or such longer period as shall be reasonably necessary to cure such default provided the Developer promptly commences such cure and thereafter diligently pursues such cure to completion (so long as continuation of the default does not create material risk to the Project or to persons using the Project). Notwithstanding the foregoing, no notice or cure period shall apply to defaults under Sections 19.4 (c), (e) and (g). Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" under this Agreement: The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement, an Economic Disclosure Statement and Affidavit, or another document) that is not true and correct. A petition is filed by or against the Developer under the Federal Bankruptcy Code or any similar state or federal law, whether now or hereafter existing, which is not vacated, stayed or set aside within thirty (30) days after filing. The Developer fails to complete the Project in accordance with the time line outlined in Section 12 above, or the Developer abandons or substantially suspends construction of the Project. The Developer fails to timely pay real estate taxes or assessments affecting the Property or any part thereof and payable after the Closing Date when due, or places thereon any encumbrance or lien unauthorized by this Agreement, or suffers or permits any levy or attachment, mechanic's, laborer's, material supplier's, or any other lien or encumbrance unauthorized by this Agreement to attach to the Property unless bonded or insured over. The Developer makes an assignment, pledge, unpermitted financing, encumbrance, transfer or other disposition in violation of this Agreement. There is a material and adverse change in the Developer's financial condition or operations. The Developer fails to close by the Outside Closing Date, unless DHED, in its sole discretion, extends the Outside Closing Date and the Developer makes the required monthly extension fee payment(s) described in Section 4. The Developer fails to perform, keep or observe any of the other covenants, conditions, promises, agreements or obligations under this Agreement or any other written agreement entered into with the City with respect to the Project. Prior to Closing. If an Event of Default occurs prior to the Closing, and the default is not cured in the time period provided for in Section 19.3 above, the City may terminate this Agreement, institute any action or proceeding at law or in equity against the Developer, and retain the Earnest Money as liquidated damages. After Closing. If an Event of Default occurs after the Closing but prior to the issuance of a Certificate of Completion, and the default is not cured in the time period provided for in Section 19.3 above, the City may terminate this Agreement, retain the Performance Deposit and the Affordable Housing Fee, and exercise any and all remedies available to it at law or in equity; provided, however, that the City's right to re-enter and take possession of the Property, terminate the estate conveyed to the Developer, and revest title to the Property in the City pursuant to the Reconveyance Deed (the "Right of Reverter") shall permanently terminate upon payment of the Affordable Housing Fee, and provided further that at no time shall the City's Right of Reverter defeat, render invalid, or limit in any way, the lien of any mortgage authorized by this Agreement. If the Reconveyance Deed is recorded by the City prior to such payment date, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the Property was owned by the Developer, and shall cause the release of all liens or encumbrances placed on the Property during the period of time the Property was owned by the Developer (other than any mortgage authorized by this Agreement). Resale of the Property. Upon the revesting in the City of title to the Property as provided in Section 19.6, the City may complete the Project or convey the Property, subject to any mortgage lien authorized under this Agreement, to a qualified and financially responsible party reasonably acceptable to such mortgagee(s), who shall assume the obligation of completing the Project or such other improvements as shall be satisfactory to DHED, and otherwise comply with the covenants that run with the land as specified in Section 18. Disposition of Resale Proceeds. If the City sells the Property as provided for in Section 19.7, the net proceeds from the sale, after payment of all amounts owed under any mortgage liens authorized by this Agreement in order of lien priority, shall be utilized to reimburse the City for: costs and expenses incurred by the City (including, without limitation, salaries of personnel) in connection with the recapture, management and resale of the Property (less any income derived by the City from the Property in connection with such management); and all unpaid taxes, assessments, and water and sewer charges assessed against the Property; and any payments made (including, without limitation, reasonable attorneys' fees and court costs) to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer; and any expenditures made or obligations incurred with respect to construction or maintenance ofthe Project; and (e) any other amounts owed to the City by the Developer. The Developer shall be entitled to receive any remaining proceeds up to the amount of the Developer's equity investment in the Property. The Developer agrees that for purposes of this Section 19, the Affordable Housing Fee is not considered part of the Developer's equity investment. In addition to, and without in any way limiting the City's rights under this Section 19, the City shall have the right to retain the Affordable Flousing Fee and the Performance Deposit in the event of a default by the Developer. SECTION 20. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE. The Developer represents and warrants that no agent, official or employee of the City shall have any personal interest, direct or indirect, in the Developer, this Agreement, the Property or the Project, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, association or other entity in which he or she is directly or indirectly interested. No agent, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or with respect to any commitment or obligation of the City under the terms of this Agreement. SECTION 21. INDEMNIFICATION. The Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, reasonable attorneys' fees and court costs) suffered or incurred by the City arising from or in connection with: (a) the failure of the Developer to perform its obligations under this Agreement; (b) the failure of the Developer or any contractor or other agent, entity or individual acting under the control or at the request of the Developer ("Agent") to pay contractors, subcontractors or material suppliers in connection with the construction and management of the Project; (c) any misrepresentation or omission made by the Developer or any Agent; (d) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (e) any activity undertaken by the Developer or any Agent on the Property prior to or after the Closing. This indemnification shall survive the Closing or any termination of this Agreement (regardless of the reason for such termination). SECTION 22. INSPECTION; CONDITION OF PROPERTY AT CLOSING. 22.1 "As Is" Sale. THE CITY MAKES NO COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER, AND THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS" AND "WITH ALL FAULTS" CONDITION AND THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN SUCH CONDITION AND ON SUCH TERMS. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM AT ITS EXPENSE THE ENVIRONMENTAL REMEDIATION WORK (AS HEREINAFTER DEFINED) AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. "Environmental Remediation Work" shall mean all investigation, sampling, monitoring, testing, removal (including, excavation, transportation and disposal), response, storage, remediation, treatment and other activities necessary for the performance of the Project, all in accordance with all requirements of the IEPA, and all applicable Laws, including, without limitation, all applicable Environmental Laws. Right of Entry. Pursuant to the Developer's request, the City previously granted the Developer the right, at its sole cost and expense, to enter the Property for a period of thirty (30) days (the "Inspection Period") pursuant to a right of entry agreement to inspect the same, perform surveys, environmental assessments, soil and any other due diligence it deems necessary or desirable to satisfy itself as to the condition of the Property. The Developer acknowledges that it is satisfied with the condition of the Property. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property. Environmental Remediation. The Developer agrees to enroll the Property in the SRP and undertake all remediation work that may be needed on the Property promptly after the Closing in order to obtain a comprehensive Residential No Further Remediation Letter. The contractors selected by the Developer, and the terms of the contract ("Remediation Contract") must be approved by the City, which approval shall not be unreasonably withheld, prior to the commencement of any remediation work on the Property. Subject to Section 9.13 and the right to utilize the funds in the Joint Order Escrow Agreement as described in Section 9.13 and such agreement, the Developer shall be solely responsible for all site preparation costs, including, but not limited to, the removal of soil, pre-existing building foundations, soil exceeding the IEPA's Tiered Approach to Cleanup Objectives most stringent site remediation objectives, and demolition debris, and the removal, disposal, storage, remediation, removal or treatment of Hazardous Waste (as defined in Section 9.13) from the Property. Indemnity. The Developer hereby waives and releases, and indemnifies the City from and against, any claims and liabilities relating to or arising from the structural, physical or environmental condition of the Property, including, without limitation, claims arising under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), and shall undertake and discharge all liabilities of the City arising from any structural, physical or environmental condition that existed on the Property prior to the Closing, including, without limitation, liabilities arising under CERCLA. The Developer hereby acknowledges that, in purchasing the Property, the Developer is relying solely upon its own inspection and other due diligence activities and not upon any information (including, without limitation, environmental studies or reports of any kind) provided by or on behalf of the City or its agents or employees with respect thereto. The Developer shall perform such studies and investigations, conduct such tests and surveys, and engage such specialists as the Developer deems appropriate to evaluate fairly the structural, physical and environmental condition and risks of the Property. If, after the Closing, the structural, physical and environmental condition of the Property is not in all respects entirely suitable for its intended use, it shall be the Developer's sole responsibility and obligation to take such action as is necessary to put the Property in a condition which is suitable for its intended use. The provisions of this Section 22.4 shall survive the Closing. SECTION 23. DEVELOPER'S EMPLOYMENT OBLIGATIONS. 23.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project prior to the issuance of a Certificate of Completion: Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, gender identity, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seg. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job-related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all print solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds. To the greatest extent feasible, the Developer and each Employer shall present opportunities for training and employment of low and moderate income residents of the City, and provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantia! part by persons residing in, the City. The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance, and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto. The Developer, in order to demonstrate compliance with the terms of this Section 23.1. shall cooperate with and promptly and accurately respond to reasonable inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies. The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be. For purposes of this Section 23, "affiliate" means any person controlling, controlled by, or under common control with any other person. Failure to comply with the employment obligations described in this Section 23.1 shall be a basis for the City to pursue remedies under the provisions of Section 19. 23.2 City Resident Employment Requirement. With respect to the Project, the Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that in addition to complying with this percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions. The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer of the City of Chicago. "Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and permanent home and principal establishment. The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of the Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence. The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to DHED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Developer or Employer hired the employee should be written in after the employee's name. The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, DHED, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the Certificate of Completion. At the direction of DHED, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen. Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 23.2 concerning the worker hours performed by actual Chicago residents. (i) If the City determines that the Developer or an Employer failed to ensure the fulfillment of the requirements of this Section 23.2 concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section 23.2. If such non-compliance is not remedied in accordance with the breach and cure provisions of Section 19.3, the parties agree that 1/20 of 1 percent (.05%) of the aggregate hard construction costs set forth in the MBE/WBE Budget (as defined in Section 23.3 below) shall be surrendered by the Developer and for the Employers to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer and/or the other Employers or employees to prosecution. (j) Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement. (k) The Developer shall cause or require the provisions of this Section 23.2 to be included in all construction contracts and subcontracts related to the construction of the Project. 23.3 Developer's MBE/WBE Commitment. With respect to the Project, the Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project: Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seq Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seq., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Section 23.3, during the course of construction of the Project, at least at least the following percentages of the "MBE/WBE Budget" (as hereinafter defined) shall be expended for contract participation by minority-owned businesses ("MBEs") and by women-owned businesses ("WBEs"): At least 24 percent by MBEs. At least four percent by WBEs. The "MBE/WBE Budget", as set forth on Exhibit H-2 and attached hereto, shall be a subset of the Updated Budget (as the same may have been further updated after the Closing Date for purposes of arriving at a final Project budget) and shall be comprised of a portion of those hard construction costs set forth in the Developer's guaranteed maximum price agreement with its general contractor. The City and the Developer agree to cooperate in negotiating the scope of the MBE/WBE Budget after the Closing Date, and prior to the commencement of construction, and to record an amendment to this Agreement attaching and incorporating such final MBE/WBE Budget as a part of this Agreement. (a) For purposes of this Section 23.3 only: (i) The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable. The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable. Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's 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 of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBE/WBE commitment as described in this Section 23.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of DHED. The Developer shall deliver quarterly reports to the City's monitoring staff during the construction of the Project describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBE/WBE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion of the construction of the Project. Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable. Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Section 23.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable. The MBE/WBE requirements shall terminate upon the date of the issuance of a Certificate of Completion. 23.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days before the anticipated issuance of the initial building permits (and in any event prior to the commencement of any construction), the Developer and the Developer's general contractor and all major subcontractors shall meet with DHED monitoring staff regarding compliance with all Section 23 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 23, the sufficiency of which the City's monitoring staff shall approve as a precondition to the commencement of construction. Prior to commencement of construction, the Development must submit evidence acceptable to DHED that the general contractor has met at least once with, and provided bid documents to, applicable MBE/WBE contractor associations. Additionally, the Developer must submit to DHED its construction contracts for review, and its MBE/WBE Utilization Plan, including Schedules C and D, for approval. Additionally, the Developer will need to provide evidence to DHED of its compliance with the MBE/WBE goals when 25% of the total direct costs of construction have been incurred (which evidence may be a regularly submitted contractor's activity report). During the construction of the Project, the Developer shall submit all documentation required by this Section 23 to the City's monitoring staff, including, without limitation, the following: (a) contractor's activity reports; (b) contractor's certifications concerning labor standards and prevailing wage requirements; (c) contractor's letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; and (g) evidence that MBE/WBE contractor associations have been informed of the Project via written notice and hearing(s). Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 23, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds (including funds in the Joint Order Escrow Account) to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity. SECTION 24. REPRESENTATIONS AND WARRANTIES. 24.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer hereby represents and warrants to the City that as of the date of this Agreement and as of the Closing Date the following shall be true and correct in all respects: The Developer is a limited liability company duly organized under the laws of the State of Illinois and validly existing and in good standing under the laws of the State of Illinois with full power and authority to acquire, own and redevelop the Property, and that the person signing this Agreement on behalf of the Developer has the authority to do so. All certifications and statements contained in the Economic Disclosure Statement last submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete. The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under the Developer's operating agreement or any agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound. To the best of the Developer's knowledge, no action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (i) affect the ability of the Developer to perform its obligations hereunder; or (ii) materially affect the operation or financial condition of the Developer. To the best of the Developer's knowledge, the Project will not violate: (i) any Laws, including, without limitation, any zoning and building codes and environmental regulations; or (ii) any building permit, restriction of record or other agreement affecting the Property. 24.2 Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein. 24.3 Survival of Representations and Warranties. Each of the parties agrees that all of its representations and warranties set forth in this Section 24 or elsewhere in this Agreement are true as of the date of this Agreement and will be true in all material respects at all times thereafter, except with respect to matters which have been disclosed in writing and approved by the other party. SECTION 25. NOTICES. Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile, provided that there is written confirmation of such communication; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested: If to the City: City of Chicago Department of Housing and Economic Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Fax: 312-744-5826 With a copy to: City of Chicago Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 Attn: Real Estate and Land Use Division Fax: 312-744-8568 If to the Developer: NINTH STREET INVESTORS, LLC 625 North Michigan Avenue Suite 2000 Chicago, Illinois 60611 Fax: 312-440-0809 With a copy to: John J. George Schuyler, Roch & Crisham, P.C. 130 East Randolph Street, Suite 3800 Chicago, Illinois 60601 Fax: 312-565-8300 Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon confirmed transmission by facsimile, respectively, provided that such facsimile transmission is confirmed as having occurred prior to 5:00 p.m. on a business day. If such transmission occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the business day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given. The refusal to accept delivery by any party or the inability to deliver any communication because of a changed address of which no notice has been given in accordance with this Section 25 shall constitute delivery. SECTION 26. BUSINESS RELATIONSHIPS. The Developer acknowledges (a) receipt of a copy of Section 2-156-030 (b) ofthe Municipal Code of Chicago, (b) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (c) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby. SECTION 27. PATRIOT ACT CERTIFICATION. The Developer represents and warrants that neither the Developer nor any Affiliate (as defined below) thereof is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable Laws: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. As used in this Section 27, an "Affiliate" shall be deemed to be a person or entity related to the Developer that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Developer, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise. SECTION 28. PROHIBITION ON CERTAIN CONTRIBUTIONS - MAYORAL EXECUTIVE ORDER NO. 2011-4. The Developer agrees that the Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in the Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, the Developer's contractors (i.e., any person or entity in direct contractual privity with the Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (the Developer and all the other preceding classes of persons and entities are together the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (a) after execution of this Agreement by the Developer, (b) while this Agreement or any Other Contract (as hereinafter defined) is executory, (c) during the term of this Agreement or any Other Contract, or (d) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4. The Developer represents and warrants that from the later of (a) May 16, 2011, or (b) the date the City approached the Developer, or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee. The Developer agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee. The Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4. Notwithstanding anything to the contrary contained herein, the Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this Section 28 or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, and under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein. If the Developer intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the Closing, the City may elect to decline to close the transaction contemplated by this Agreement. For purposes of this provision: "Bundle" means to collect contributions from more than one source, which contributions are then delivered by one person to the Mayor or to his political fundraising committee. "Other Contract" means any other agreement with the City to which the Developer is a party that is (i) formed under the authority of Chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council. "Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended. Individuals are "domestic partners" if they satisfy the following criteria: they are each other's sole domestic partner, responsible for each other's common welfare; and neither party is married; and the partners are not related by blood closer than would bar marriage in the State of Illinois; and each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and two of the following four conditions exist for the partners: (1) The partners have been residing together for at least 12 months. (2) The partners have common or joint ownership of a residence. (3) The partners have at least two of the following arrangements: joint ownership of a motor vehicle; joint credit account; a joint checking account; a lease for a residence identifying both domestic partners as tenants. (4) Each partner identifies the other partner as a primary beneficiary in a will. (e) "Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended. SECTION 29. MISCELLANEOUS. The following general provisions govern this Agreement: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument. Cumulative Remedies. The remedies of any party hereunder are cumulative and the exercise of any one or more of such remedies shall not be construed as a waiver of any other remedy herein conferred upon such party or hereafter existing at law or in equity, unless specifically so provided herein. Date for Performance. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such time period shall be automatically extended to the next business day. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations and discussions. This Agreement may not be modified or amended in any manner without the prior written consent of the parties hereto. No term of this Agreement may be waived or discharged orally or by any course of dealing, but only by an instrument in writing signed by the party benefitted by such term. Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof. No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement. No Waiver. No waiver by the City with respect to any specific default by the Developer shall be deemed to be a waiver of the rights of the City with respect to any other defaults of the Developer, nor shall any forbearance by the City to seek a remedy for any breach or default be deemed a waiver of its rights and remedies with respect to such breach or default, nor shall the City be deemed to have waived any of its rights and remedies unless such waiver is in writing. Severability. If any term of this Agreement or any application thereof is held invalid or unenforceable, the remainder of this Agreement shall be construed as if such invalid part were never included herein and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties. SECTION 30. SHAKMAN (i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" ( the "City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors. (ii) Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Developer. (iii) Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office. (iii) In the event of any communication to Developer by a City employee or City official in violation of subparagraph(ii) above, or advocating a violation of subparagraph (iii) above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office ofthe Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract. SECTION 31. COMPLIANCE WITH "WASTE" PROVISIONS. Any duly authorized representative of the City shall have access to the Property and to the real property on which the Project work is performed at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, the "Waste Sections"). Developer's violation of the Waste Sections (including, but not limited to, Sections 7-28-390 Dumping on public way; 7-28-440 Dumping on real estate without permit; 11-4-1410 Disposal in waters prohibited; 11-4-1420 Ballast tank, bilge tank or other discharge; 11-4-1450 Gas manufacturing residue; 11-4-1500 Treatment and disposal of solid or liquid waste; 11-4-1530 Compliance with rules and regulations required; 11-4-1550 Operational requirements; and 11-4-1560 Screening requirements), whether or not relating to the performance of this Agreement, constitutes a default under this Agreement (subject to the cure provisions of Section 19.3) and entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Developer, general contractor's and its subcontractors' duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Agreement. SECTION 32. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY. Failure by Developer or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago. SECTION 33. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL. It is the duty of every officer, employee, department, agency, contractor, subcontractor, Developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago. [signature page follows] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written. CITY OF CHICAGO, an Illinois municipal corporation By: Andrew J. Mooney, Commissioner Department of Housing and Economic Development NINTH STREET INVESTORS, LLC an Illinois limited liability company By. Golub Real Estate Corp., an Illinois corporation and the manager of Ninth Street Investors, LLC By: Name: Its: STATE OF ILLINOIS COUNTY OF COOK ) ) SS. ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Andrew J. Mooney, the Commissioner of the Department of Housing and Economic Development of the City of Chicago, an Illinois municipal corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that, as said Commissioner, he signed and delivered the foregoing instrument pursuant to authority given by the City of Chicago as his free and voluntary act and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that , the of GOLUB REAL ESTATE CORP., an Illinois corporation and the manager of NINTH STREET INVESTORS, LLC, an Illinois limited liability company, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that he signed and delivered the foregoing instrument pursuant to authority given by said limited liability company, as his free and voluntary act and as the free and voluntary act and deed of said limited liability company, for the uses and purposes therein set forth. GIVEN under my notarial seal this day of , 20 . NOTARY PUBLIC (sub) EXHIBIT A to Redevelopment Agreement LEGAL DESCRIPTION OF PROPERTY (Subject to Final Title Commitment and Survey) PARCEL IA: THE EAST 1/2 (EXCEPT THE EAST 26 FEET AND EXCEPT THE WEST 30 FEET THEREOF) OF SUB LOT 1 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO, IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL IB: THE EAST 92 FEET (EXCEPT THE EAST 26 FEET THEREOF AND EXCEPT THE WEST 40 FEET THEREOF) OF THE NORTH 1/2 OF SUB LOT 2 OF LOT 2 IN BLOCK 19 OF CANAL TRUSTEES' SUBDIVISION LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 2: THE EAST 26 FEET OF SUB-LOT 1 IN LOT 2 AND THE NORTH 1/2 OF THE EAST 26 FEET OF SUB-LOT 2 IN LOT 2 IN BLOCK 19 IN CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3A: THE WEST 112-1/2 FEET OF SUB-LOT 1 IN LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 3B: SUB-LOT 2 OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT THE NORTH 20 FEET OF THE EAST 52 FEET AND EXCEPT THAT PART TAKEN FOR WIDENING OF STATE STREET) IN COOK COUNTY, ILLINOIS. PARCEL 3C: SUB-LOT 1 OF THE CANAL TRUSTEES' SUBDIVISION LOT 3 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPTING THEREFROM THE WEST 27 FEET THEREOF) IN SECTION 15, TOWNSHIP 39 NORTH RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 4: THE NORTH 1/2 OF SUB-LOT 2 OF LOT 3, THE SOUTH 1/2 OF SUB-LOT 2 OF LOT 3 AND THE NORTH 1/2 OF SUB-LOT 1 OF LOT 6, (ALL EXCEPTING THE WEST 27 FEET MORE OR LESS, TAKEN FOR WIDENING OF STATE STREET, AND EXCEPTING THAT PORTION OF SAID PREMISES TAKEN OFF THE REAR FOR ALLEY) ALL IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTIONS 15, 16 AND 17, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 5: THE SOUTH 1/2 OF LOT 1 (EXCEPT THAT PART THEREOF TAKEN FOR STREET) OF THE CANAL TRUSTEES' SUBDIVISION OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 6: SUB-LOT 2 (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING STATE STREET) OF LOT 6 IN BLOCK 19 IN FRACTIONAL SECTION 15, ADDITION TO CHICAGO OF FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. PARCEL 7: SUB-LOT 1 OF LOT 7 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR THE WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. P.I.N.s: 17-15-306-003 17-15-306-004 17-15-306-010 17-15-306-011 17-15-306-012 17-15-306-013 17-15-306-014 17-15-306-030 17-15-306-031 17-15-306-033 Commonly known as: 1 -15 E. 9^th Street and 901-1007 S. State Street Chicago, Illinois 60605 (sub) EXHIBIT B to Redevelopment Agreement NARRATIVE DESCRIPTION OF PROJECT The Developer shall develop a 39-story, 399-foot tall, mixed-use development including accessory parking, non-accessory parking, retail uses and market rate housing. The development will have the following features/amenities: 33 residential floors with approximately 66 two-bedroom units, 198 one-bedroom units and 132 studio units. The total number of market rate rental units will be 396. 3-story podium at base of residential tower containing street-level retail, three levels of enclosed parking garage with spaces for 248 cars Residential lobby, parking lobby access, bike storage, mechanical and other support rooms, loading dock, and approximately 5,500 sq. ft. of retail on the ground level, along with the driveway ramps up to the parking levels. Additional amenities include a roof terrace, outdoor swimming pool and sundeck, outdoor running track, fitness area, business center and cyber-lounge on level six. The Project shall at a minimum achieve LEED certification. The Project shall include green roofs, high SRI roof membranes, and shade trees to contribute to a reduction of the heat island effect. (sub) EXHIBIT C to Redevelopment Agreement PRELIMINARY WORKING DRAWINGS AND SPECIFICATIONS [Attached] sister «m OiKS SAMPS Wf tc^gru tocc staksassi-- "T * * J J ■ J H T J-' f %. CO Ul 1 CO CO 0 32' 64' SITE PLAN 1^ © 2012 Solomon Cordwell Buenz Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605 Intro Date: July 25,2012 CPC Date: December 20,2012 T^BUILDING 450.00* OVERALL SECTION A Applicant: NINTH ST. INVESTORS, LLC Address: 11 -15 E. 9TH ST.; 901 -1007 S. STATE ST. CHICAGO, IL 60605 ) 2012 Solomon Cordwell Buenz Intro Date: July 25,2012 CPC Date: December 20,2012 T/BUILDING T/HABITABLE SPACE iin'.in* ARCHITECTURAL CONCRETE, PAINTED ARCHITECTURAL CANOPY HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM BALCONY ARCHITECTURAL CONCRETE. PAINTED GLASS & METAL STOREFRONT SYSTEM ARCHITECTURAL CONCRETE COLUMN, PAINTED ARCHITECTURAL CONCRETE, PAINTED B/RESIDENTIAL er-cr AMENITY LEVEL STREET 30' SOUTH ELEVATION 0' Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605 ©20,2 Solomon Cordwe,. Buenz ^ ^ ^ ^ ^ CPC Date: December 20,2012 T/HABITABLE SPACE 418'10' ARCHITECTURAL LOUVER SYSTEM HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM BALCONY SPANDREL GLASS & PERFORATED METAL SCREEN WALL ARCHITECTURAL CONCRETE COLUMNS, PAINTED ARCHITECTURAL LOUVER SYSTEM GLASS & METAL STOREFRONT SYSTEM - CHANNEL GLASS BALCONY / / ARCHITECTURAL CONCRETE, PAINTED B/RESIDENTIAL . ARCHITECTURAL CANOPY i,T BUILDING ENTRANCE % GLASS & METAL STOREFRONT SYSTEM ARCHITECTURAL CONCRETE CANTILEVERED BALCONY ARCHITECTURAL CONCRETE, PAINTED ARCHITECTURAL CANOPY AMENITY LEVEL STREET O'-O' T/PARAPET ^ 30' 60' WEST ELEVATION 2012 Solomon Cordwell Buenz Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605 Intro Date: July 25,2012 CPC Date: December 20,2012 T/PARAPET ARCHITECTURAL CANOPY T/HABITABLE SPACE ARCHITECTURAL CONCRETE, PAINTED ARCHITECTURAL LOUVER SYSTEM ARCHITECTURAL CONCRETE CANTILEVERED BALCONY HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM BALCONY SPANDREL GLASS & PERFORATED METAL SCREEN WALL ARCHITECTURAL CONCRETE, PAINTED ARCHITECTURAL CONCRETE COLUMNS, PAINTED ARCHITECTURAL LOUVER SYSTEM PERFORATED METAL PANELS-GLASS & METAL STOREFRONT B/RESIDENTIAL ARCHITECTURAL CONCRETE. PAINTED STREET, _Vb-& GARAGE ENTRY, OPEN AMENITY LEVEL iFo~W 30' NORTH ELEVATION Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605 © 2012 Solomon Cordwell Buenz Intro Date: July 25,2012 CPC Date: December 20,2012 ARCHITECTURAL CONCRETE, PAINTED T/PARAPET ARCHITECTURAL CANOPY T/HABITABLE SPACE. 418'-10" GLASS & METAL STOREFRONT SYSTEM HIGH PERFORMANCE VISION SPANDREL GLASS AND METAL WALL SYSTEM BALCONY ARCHITECTURAL CONCRETE COLUMNS, PAINTED PERFORATED METAL PANELS METAL GARAGE DOORS ARCHITECTURAL CONCRETE, PAINTED B/RESIDENTIAL 5-® BLADE SIGNAGE AMENITY LEVEL STREET 30' EAST ELEVATION Applicant: NINTH ST. INVESTORS, LLC Address: 11-15 E. 9TH ST.; 901-1007 S. STATE ST. CHICAGO, IL 60605 © 2012 Solomon Cordwell Buenz Intro Date: July 25,2012 CPC Date: December 20,2012 (sub) EXHIBIT D to Redevelopment Agreement AFFORDABLE HOUSING FUND AGREEMENT [Attached] Affordable Housing Agreement (Rental) Submit this form to the Department of Housing & Economic Development for each project that triggers an affordability requirement (including CPAN, ARO, and the Density Bonus). This completed form should be returned (via e-mail, fax, postal service or interoffice mail), to: Kara Breems, Department of Housing & Economic Development, 121 N. LaSalle Street, Chicago, IL 60602. E-mail. Kara.Breems@citvofchicaqo.org; Telephone: (312) 744-6746. Forinformation on these programs/requirements, visit, www.cityofchicago.org/hed Date: SECTION 1: DEVELOPMENT INFORMATION Development Name: Development Address: Ward: If you are working with a Planner at the City, what is his/her name? Type of City involvement: Land write-down (check all that apply) Financial Assistance (If receiving tif assistance, will tif funds be used for housing construction? ) Zoning increase, PD, or City Land purchase if yes, please provide copy ofthe TIF Eligible Expenses SECTION 2: DEVELOPER INFORMATION May we use email to contact you? Yes Developer Name: Developer Contact (Project Coordinator): Developer Address: Email address: Telephone Number: SECTION 3: DEVELOPMENT INFORMATION a) Affordable units required For ARO projects: x 10%* = (always round up) Total units total affordable units required 20% if TIF assistance is provided For Density Bonus projects: X 25% = Bonus Square Footage Affordable sq. footage required Note that the maximum allowed bonus is 20% of base FAR in dash-5; 25% in dash-7 or -10; and 30% of base FAR in dash-12 or -16 (www.citvofchicago.org/zonine, for zoning info). b) building details In addition to water, which of the following utilities will be included in the rent (circle applicable): Cooking gas electric gas heat electric heat other (describe on back) Is parking included in the rent for the: affordable units? yes no market-rate units? yes no If parking is not included, what is the monthly cost per space? Estimated date for the commencement of marketing: Estimated date for completion of construction of the affordable units: For each unit configuration, fill out a separate row, as applicable (see example). Unit TypeNumber of UnitsNumber of Bedroo ms/UnitTotal Square Footage/UnitExpected Market RentProposed Affordable RentProposed Level of Affordability (60% or less of AMI)'Exarriplei'1 bed/1. .' bath,1. 800 .$100.0:,. ' f 'til'.' i'lff*"; : _: 759 ;, 60% . ;Affordable Units Market Rate Units						N/A	N/A
					N/A	N/A
					,N/A	N/A

"Rent amounts determined by the "City of Chicago's Maximum Affordable Monthly Rent Chart'

SECTION 4: PAYMENT IN LIEU OF UNITS

When do you expect to make the payment -in-lieu? -

(typically corresponds with payment/issuance of building permits) Month/Year

For ARO projects, use the following formula to calculate payment owed:

X10% = X $100,000 = $

Number of total units (round up to nearest Amount owed

in development whole number)

For Density Bonus projects, use the following formula to calculate payment owed.

x 80% x $ = $

Bonus Floor Area (sq ft) median price per base FAR foot Amount owed

(from table below)

Submarket (Table for use with the Density Bonus fees-in-lieu calculations)	Median Land Price per Base FAR Foot
Loop: Chicago River on north/west; Congress on south; Lake Shore Dr on east	$31
North: Division on north; Chicago River on south/west; Lake Shore Dr. on east	$43
South: Congress on north; Stevenson on south; Chicago River on west; Lake Shore Dr. on east	$22
West: Lake on north; Congress on south; Chicago River on east; Racine on west	$29

Authorization to Proceed (to be completed by Department of DHED)

Kara Breems, date Department of Housing & Economic Development

(sub) EXHIBIT E to Redevelopment Agreement JOINT ORDER ESCROW AGREEMENT

[Attached]

JOINT ORDER ESCROW AGREEMENT

Escrow No. Date: ; , 20

To: ("Escrowee")

Parties: (a) NINTH STREET INVESTORS, LLC, an Illinois limited liability company ("Developer")

(b) CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of governmentC'C ity")

The accompanying Five Hundred Thousand Dollars ($500,000) is deposited with Escrowee and shall be used solely to reimburse Developer for the "Incremental Costs" for costs incurred by Developer for the removal, disposal, storage, remediation, or treatment of "Hazardous Waste" from the "Property," as defined in, and determined and otherwise governed by the Agreement for the Sale and Redevelopment of Land between Developer and the City of

Chicago, dated , 20 (the "RDA"). The Property is legally described in

the attached Exhibit 1 and commonly known as 1-15 E. 9^th Street and 901-1007 S. State Street, Chicago, Illinois 60605.

The funds shall be disbursed by Escrowee only upon the written joint order of (1)

Lee Golub, in his capacity as Manager of Developer (or his designee, which shall be deemed to include Michael Newman and/or Thomas Gatti), and (2) Michelle Nolan, in her capacity as Project Manager, City of Chicago, Department of Housing and Economic Development ("DHED"). or any Deputy Commissioner, Managing Deputy Commissioner, or Commissioner of DHED. That written order must be substantially in the form of Exhibit 2 attached hereto. The joint order shall be accompanied by a written statement from GaiaTech, Inc., the Developer's environmental consultant, in substantially the form of Exhibit 3 attached hereto, which statement shall be attached to the joint order.

Escrowee is hereby expressly authorized to disregard, in its sole discretion, any and all notices or warnings given by any of the parties to this Agreement, or by any other person or corporation, but Escrowee is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case Escrowee obeys or complies with any such order, judgment or decree of any court, it shall not be liable to any of the parties to this Agreement or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being entered without jurisdiction or being subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Agreement, to which Escrowee is or may be at any time become a party, Escrowee shall have a lien on the escrow funds for any and all costs and attorney's fees, whether such attorney shall be regularly retained or specifically employed, and any other expenses that Escrowee may have incurred or become liable for an account thereof out of said escrow funds, and the parties to this Agreement jointly and severally agree to pay Escrowee upon demand all such costs, fees and expenses so incurred.

In no case shall escrow funds be surrendered except on a joint order signed by Developer and the City or their respective legal representatives or successors or as directed pursuant to Section 2 above or in obedience of the process or order of court as provided in this Agreement.
If conflicting demands are made upon Escrowee or legal action is brought in connection with this Agreement, Escrowee may withhold all performance without liability therefore, or Escrowee may file suit for interpleader or declaratory relief. If Escrowee is required to respond to any legal summons or proceedings, or if any action of interpleader or declaratory relief is brought by Escrowee, or if conflicting demands or notice by parties to this Agreement or by others are served upon Escrowee, the parties jointly and severally agree to pay escrow fees and all costs, expenses, and attorney's fees expended or incurred by Escrowee as a result of any of the above described events. The undersigned parties further agree to save Escrowee harmless from all losses and expenses, including reasonable attorney's fees and court costs incurred by reason of any claim, demand, or action filed with respect to this Agreement. The undersigned jointly and severally agree to pay the fees of Escrowee and reimburse Escrowee for all expenses incurred in connection with this Agreement and direct that all sums due to Escrowee pursuant to this Agreement be deducted from the escrow funds. The undersigned hereby grant Escrowee a lien against the escrow funds to secure all sums due Escrowee. The Escrowee shall not be liable for any act which it may do or omit to do hereunder in good faith and the reasonable exercise of its own best judgment. Any act done or omitted by the Escrowee pursuant to the advice of its legal counsel shall be deemed conclusively to have been performed in good faith by the Escrowee.
This Agreement is intended to implement, is not intended to cancel, supersede or modify the terms of the RDA, or any agreement by and between Developer and the City. The duties and responsibilities of Escrowee are limited to this Agreement and the Escrowee shall not be subject to nor obligated to recognize any other agreement between the parties, provided, however, that these escrow instructions may be amended at any time by an instrument in writing signed by all of the undersigned.
The escrow funds shall be invested in an interest-bearing account ("Account"), upon separate written instruction with a completed W-9. Any change in the manner of investment shall be requested by a joint written and signed order of Developer and the City. Escrowee shall, upon written request, furnish information concerning its procedures, rates and fee schedules for investments. It is understood by the parties to this Agreement that Escrowee is not responsible for any loss of principal or interest which may be incurred as a result of making or redeeming investments pursuant to the written directions of Developer and the City.
Developer and the City warrant to arid agree with Escrowee that, unless otherwise expressly set forth in this Agreement: (a) there is no security interest in the escrow funds or any part thereof; (b) no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the escrow funds or any part thereof; and (c) Escrowee shall have no responsibility at any time to ascertain whether or not any security interest exists in the escrow funds or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the escrow funds or any part thereof.

9. The fee for establishing the escrow is $ , payable by Developer at the time the

escrow funds are deposited. An annual fee of $ will be due from Developer for each year

(or part thereof) the Escrow remains open (with any part ofthe deposit not disbursed) after

, 20 . Wire transfer or overnight delivery fees will be assessed at the rate of

$ each. The investment fee for the escrow deposit will be $ and $ for each

partial disbursement from the initial investment. Fees not paid within thirty (30) days of invoicing may be deducted from the deposit held by the Escrowee without further notice to the parties.

10. may resign as Escrowee by giving ten (10) days prior

written notice by certified mail, return receipt requested, sent to Developer and the City care of their designated representatives and at the addresses set forth below; and thereafter Escrowee shall deliver all remaining escrow funds to a successor Escrowee named by Developer and the City in a joint written and signed order. If Developer and the City do not agree on a successor Escrowee, then Escrowee shall deliver all remaining escrow funds to the City.

11. This Agreement shall terminate upon the earlier of: (1) Escrowee's receiving notice from

both Developer and the City that all Environmental Remediation Work (as defined in Section

22.1 of the RDA) has been completed; or (2) Escrowee's receiving notice from the City that a

default has occurred under the RDA and not been cured within cure period provided for under

Section 19.3 of the RDA; or (3) when all the escrow funds have been disbursed. On

termination, all remaining escrow funds, if any, and accumulated interest on the escrow funds

shall be paid to the City.

12. Any notice which the Parties hereto are required or desire to give hereunder to any of the

undersigned shall be in writing and may be given by mailing or delivering the same to the

address ofthe undersigned by certified mail, return receipt requested, overnight courier or

telecopier transmission with confirmation following by first class mail:

Developer:

NINTH STREET INVESTORS, LLC 625 North Michigan Avenue, Suite 2000 Chicago, Illinois 60611 Attention: Lee Golub

Tel:

FAX:

E-mail:

City:

Department of Housing and Economic Development City Hall, Room 1000 121 North LaSalle Street

Chicago, IL 60602 Tel: 312-744-4477 FAX: 312-742-9899

E-mail: michelle.nolan@cityofchicago.org Attention: Michelle Nolan, Project Manager

Escrowee:

Attention: Tel: 312-_ FAX: 312-E-mail:

NINTH STREET INVESTORS, LLC CITY OF CHICAGO

By:

By: Lee Golub, Manager Name:

Its:

ESCROWEE

By:

Name:

Its:

(sub) EXHIBIT 1 to Joint Order Escrow Agreement LEGAL DESCRIPTION OF PROPERTY

PARCELIA:

PARCEL IB:

PARCEL 2:

THE EAST 26 FEET OF SUB-LOT 1 IN LOT 2 AND THE NORTH 1/2 OF THE EAST 26 FEET OF SUB-LOT 2 IN LOT 2 IN BLOCK 19 IN CANAL TRUSTEES' SUBDIVISION OF LOTS IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO IN FRACTIONAL SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 3A:

THE WEST 112-1/2 FEET OF SUB-LOT I IN LOT 2 IN BLOCK 19 IN FRACTIONAL SECTION 15 ADDITION TO CHICAGO (EXCEPT THE WEST 27 FEET THEREOF TAKEN FOR WIDENING OF STATE STREET) IN SECTION 15, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

PARCEL 3B:

NORTH 20 FEET OF THE EAST 52 FEET AND EXCEPT THAT PART TAKEN FOR WIDENING OF STATE STREET) IN COOK COUNTY, ILLINOIS.

PARCEL 3C:

PARCEL 4:

PARCEL 5:

PARCEL 6:

PARCEL 7:

P.I.N.s:

17-15-306-003 17-15-306-004 17-15-306-010 17-15-306-011

17-15-306-012 17-15-306-013 17-15-306-014 17-15-306-030 17-15-306-031 17-15-306-033

Commonly known as: 1-15 E. 9 Street and

901-1007 S. State Street Chicago, Illinois 60605

(sub) EXHIBIT 2 to Joint Order Escrow Agreement

said Escrow.

Disbursement Direction

, the of Developer, hereby direct

, Escrowee, under its Escrow Number to pay to

from the cash Deposit held in

the sum of $

Dated:

By:_ Name: Its:

I, Michelle Nolan, Project Manager ofthe City of Chicago's Department of Housing and Economic Development, hereby authorize the Disbursement requested above approving its payment as so directed.

Dated: City of Chicago, acting by and through its

Department of Housing and Economic Development

By:

Michelle Nolan, Project Manager

(sub) EXHIBIT 3 to Joint Order Escrow Agreement

The undersigned has served as the environmental consultant to the Developer and hereby

certifies that the accompanying joint written order seeks funds to reimburse the Developer for

"Incremental Costs" incurred by Developer for the removal, disposal, storage, remediation, or

treatment of "Hazardous Waste" from the "Property," as defined in, and determined and

governed by, the Agreement for the Sale and Redevelopment of Land between Developer and

the City of Chicago, dated , 20

Dated: GAIATECH, INC.

By:_ Name: Title:

(sub) EXHIBIT F to Redevelopment Agreement

PERMITTED RETAIL USES (SUBJECT TO PLANNED DEVELOPMENT APPROVAL)

Antique Shops & Collectibles Apparel

Art Gallery / Art Sales Artists' Supplies Bakery - retail Bank/ ATM's

Beauty Supply / Beauty Salon / Barber Shop Bicycles - sales, repair and rental Books

Business Services Camera Store Candy Stores Card and Gift Carpet Store CD's / Tapes

Cell Phone Stores / Communication Services Children's Activities Facility Coin Stores Cleaners

Clothing / Costume Rental Coffee Shops / Cafe Convenience Store Day Care Center Department Store

Electronics / Television /Audio / Computers / Appliance

Financial Services (excluding payday loan stores and pawn shops)

Flowers / Florist

Food Market / Grocery

Footwear / Shoe Sales / Repair Stores

Frame Shop

Furniture

Furriers

Glassware Stores Gourmet Foods Hardware Store Health Club Hobby Shops Home Accessories Home Improvement Store Ice Cream Jewelry

Leather and Luggage

Laundry / Dry Cleaning Service

Libraries

Liquor Stores / Sales Locksmiths

Medical Appliance Stores Medical Service Museums

Musical Instruments / Repair

Office Equipment and Supply

Optical Shop

Paint / Wallpaper Stores

Pet Supplies

Pharmacy / Drug Stores

Photographic Supply Stores

Photography Studios

Postal Service

Repair Service (Consumer)

Restaurants

Rug Stores

Rummage Shops

School Supply Stores

Secondhand Stores

Sporting Goods

Stationary

Tobacco Shops

Toys

Variety Stores

Videotape / DVD sales / rental Yoga / Dance Studios

(sub) EXHIBIT G to Redevelopment Agreement APPROVED INVOICE

Invoice # 51245 in the amount of $4,121.97 dated June 29, 2012 from GaiaTech, Inc.

(sub) EXHIBIT H-l to Redevelopment Agreement UPDATED PROJECT BUDGET

[To come]

(sub) EXHIBIT H-2 to Redevelopment Agreement MBE/WBE BUDGET

To be attached after closing by a recorded amendment to this Agreement.

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION

Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

TguST IP KllhiQ 01(07/97

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

[ ] the Applicant

^ a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: _t/\f/fjHl Sh J/^^id^, L£C_

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: 6lS M tMQMdP^ ^/k>T* FLaqA.

Gft(CA6Q IL $OG>l\

Telephone: (^q) 44o* ftflOO Fax:fefr) 44O«c0#Q^ EmaiflC^OftffiCg 60CO.CI0M
Name of contact person: L*5fr~. ^-O^**^-

Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

COnygyfotB. &fnte ^fri-Ou&fcb PRCmTf lo_^at fl-t5 fe.*? STf^Ef Afo<foi- fid

X SVm STREET, 6H&k$o_t fL . pgfT. of fK*»W*?

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

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

Specification # _ M/A and Contract #

Ver. 01-0M2

Page I of 13

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing [ ] Person

[ ] Publicly registered business corporation [ ] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership ^ Trust

[ ] Limited liability company

[ ] Limited liability partnership

[ ] Joint venture

[] Not-for-profit corporation

(Is the not-for-profit corporation also a 501(c)(3))?

[]Yes []No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

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

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

Name Title

TAo^ HARMS TRUSTS

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

Page 2 of 13

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

Name Business Address Percentage Interest in the

Disclosing Party

pAtiA HAfifS^ fJ. MtcqKArt /We /oo /

^ttf fr^><>A.

Cfkoteo (L <b°e\\

SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[JYes ItfNo

If yes, please identify below the nanie(s) of such City elected official(s) and describe such ¹relationship(s):

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.

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

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes P^No [] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[]Yes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").

ZZZZ Z ZZSZaZZZZZ ZZZZZZZZZ

9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

- N/A -

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is ^ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

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

Page 7 of 13

]f the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes ^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

tyYes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

- Nom& -

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

y 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:

SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):

- ft/A -

(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant arta all proposed subcontractors to submit the following information with their bids or in/writing at the outset of negotiations.

Is the Disclosing Party the Applicant?

[JYes []No If "Yes," answer the three questions below:

Have you developed and do v,pb Vave on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Pa?f 60-2.)

[ ] Yes [ ] N>

Have you filed witj/fhe Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Bfograms, or the Equal Employment Opportunity Commission all reports due under the applicableTiling requirements?

[]Yes / []No

Ha^e you participated in any previous contracts or subcontracts subject to the equaLdpportunity clause?

[]Yes []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS maybe made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article 1 of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

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

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

F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

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

CERTIFICATION

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

(5oLV3BTtfo5T | P CVA/t> ^e*A>7/?7

(Print or t^^^^^^of Disclosing Party) (Sign here)

pyinA HAftfttC

(Print or type name of person signing)

ffvucngg

(Print or type title of person signing)

Signed ana s¹

Signed and sworn to before me on (date)

(state).

Notary Public.

Commission expires:

"OFFICIAL SEAL" DIANA LDIETZ NOTARY PUBLIC, STATE OF ILLINOIS ; MY COMMISSION EXPIRES 2/19/2014 ;

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes ^No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION

Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

QoUfl TEPST IS V/ft/P

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

1. [ ] the Applicant

2. a legal entity holding a direct dr indirect interest in the Applicant. State the legal name of the

Applicant in which the Disclosing Party holds an interest: JiZ/^h <fA dfar^sfaS'S, /jfC.-

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: M MtCffl&^fJ jAVgHJUfc^ ^TTf FitfeA.
Telephone: fcft) 44o» ftflOO Fax:fefr) 44_?<3flO^ Email: (,<5jOU$> &6ff&.CJlty{
Name of contact person:
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

GOMygyfodL afTM £frf-Ou*teb PRPFEgrf U?&tart>AT fl -15 fe. <3 SXf^EX Arb <ta,~ MOT

G. Which City agency or department is requesting this EDS? BODfJOfAXQ T>feyf^O'pAAPJ^T"

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

Specification # t^/A and Contract #

Ver. 01-01-12

Page 1 of 13

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:

( ] Person

[ ] Publicly registered business corporation [ ] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership Trust

[ ] Limited liability company

[ ] Limited liability partnership

[ ] Joint venture

[ ] Not-for-profit corporation

(Is the not-for-profit corporation also a 501(c)(3))?

□ Yes []No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

__A,

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

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

Name Title

A/uctfAci fjgmwj TRosree

Page 2 of 13

Name Business Address Percentage Interest in the

Disclosing Party _r

S&£[Q< ^aUMAJ <*1S M. Juteiff-Art A_fe, (opE

%fOM

^(c46*yiL~ Q»oQ\

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[]Yes rjfjNo

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

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

^ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes J^No [] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1 -23, Article 1 ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

1. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
2. have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
3. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
4. have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
5. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

1. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
2. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
3. made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
Ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").

- K7A -

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is ^ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

Page 7 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes )^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

^Yes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

_J___1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

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

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.I. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501 (c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant aira all proposed subcontractors to submit the following information with their bids or iny^riting 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 y,ob\^ve on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Pa^60-2.)

[ ] Yes [ ]N ^

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 applicabLeTiling requirements?

[ ] Yes / [ ] No

H^ve you participated in any previous contracts or subcontracts subject to the equal/fpportunity clause?

[]Yes []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

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

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

F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

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

CERTIFICATION

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

g<_Luft T^yr I S uWt> 0/07/yr

(Print or type name of Disclosing Party)

JUt~- ,

herl)

A/UC ffAC Aj^LOMAAj

(Print or type name of person signing)

1kv>.TEg

(Print or type title of person signing)

Sianed and sworn to before me. pn

atVJLO^ County, \U

(date) (Vl^ ll/I.ZDl^,

(_L(state)7 '

Notary Public.

Commission expires

"OFFICIAL SEAL" DIANA L. DIETZ NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES 2/19/2014 !

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION

Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

NtNTH sr. inWestoES, ulc

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

$ the Applicant

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

Applicant in which the Disclosing Party holds an interest: .

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party:

CHICAGO, fL 6o-.fl

Telephone:fett) 440-ggoO Fax: (312.) ^AO'Oftfi Email: U60l>l& <3<£OCO. CoM
Name of contact person: jJEfc *&KPL\)&
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains.(Include project number and location of property, if applicable):

Pfcopost> AtfRC&weHT ToKtb SAtfc Atft>fe£^\£LtefM£*lT of⁵ L^bfcELW&T^ *ti>TMr

-SMVfrfAMCE OF Tf(6 ClTVOWMEb PR^Wf kOCA^VAt g. ^TH SJkEBT AMP*

<$0\ - 1107 £ STATE STREET /U

G. Which City agency or department is requesting this EDS?p£fT OF ffOQgfUfrg gCOrVPMfC

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

Specification # fj/^ and Contract #

Ver. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

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

] Person |>fl

] Publicly registered business corporation [ ]

] Privately held business corporation [ ]

] Sole proprietorship [ ]

] General partnership (Is

] Limited partnership

] Trust []

Limited liability company Limited liability partnership Joint venture

Not-for-profit corporation

the not-for-profit corporation also a 501(c)(3))?

[ ] Yes [ ] No

Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

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

Name Title

Page 2 of 13

Name Business Address Percentage Interest in the

Disclosing Party

GOCOfl fjSAL ESTATE _o/cf, 62& fL M<CHK/U Mfr lOpV*

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[]Yes J^No

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

C>tVcAGo_f|L, 6o6,t>i

(Add sheets if necessary)

[ ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes *^No [ ] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[]Yes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article 1 ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

N/A

Page 6 of 13

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

N/A

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

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

Page 7 of 13

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes )^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

^4 Yes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

___1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

A. CERTIFICATION REGARDING LOBBYING

(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

Ifthe Matter is federally funded, federal regulations require the Applicant and all propose<i 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:

de affirmative action programs pursuant to applicable

Have you developed and do you have o: 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/fequirements?

[ ] Yes / [ ] No

Have yojyparticipated in any previous contracts or subcontracts subject to the equal opportunity clause?

[]Y?S []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing tbis EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing

Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a

contract being handled by the City's Department of Procurement Services, the Disclosing Party must

update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of

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

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

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

The Disclosing Party represents and warrants that:

Page 11 of 13

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

F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

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

CERTIFICATION

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

NtKTH ST. MlESftRS, LLC

(Print or type name of person signing)

(Print or type title of person signing)

^\jg.JjL°h jfojj^ Notary Public.

Commission expires:

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes fc^No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION

Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

QomB E&AL&S-pMS CoK?

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

[ ] the Applicant

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

Applicant in which the Disclosing Party holds an interest: M(K3ftj $7.(flfrRSrftfcEi LlXj.

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: 62S fiJ. M(Ctf«a»AA A\I6.^ 2oW PU&fL
Telephoned\X) 440- 8$Ofrax: -Qfttff Email: UfrpLofr 0<rOCQ.CoJA
Name of contact person: L5t> <3of_JQ_>

Federal Employer Identification No. (if you have one): J
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

ComfEYAHCE OETKCQTV>OfrlMEb ri^pERTY UocAtt AT [[-I^Ft^ STftEfT AA1I> *>t- (107 S. STATB STREET, CHlc^O) fL. ,

Which City agency or department is requesting this EDS?kEfT'. cT" ffeoXfrj6 J %dtrt]OMlC

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

Specification # and Contract #

Ver. 01-01-12

Page 1 of 13

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS

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

[ ] Person [ ]

[ ] Publicly registered business corporation [ ]

^ Privately held business corporation [ ]

[ ] Sole proprietorship [ ]

[ ] General partnership (Is

[ ] Limited partnership

[ ] Trust [ ]

Limited liability company

Limited liability partnership

Joint venture

Not-for-profit corporation

the not-for-profit corporation also a 501(c)(3))?

[JYes [JNo Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: /t-Ht4og

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

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

Name Title

j_3$Ne <aOUB CHdIPA^hVCM^eCRTfV

Michael ^ Yi&\r?e&fe^x&tfxk&MzfL

itz vice pResiwr/ AsststTwr^refflP^

~~?AUU~~ H/Ws spa~~ftce w&>\~~v~~&*r~~

jU4^Aa^^JJ2AV**J ~~Vies fflgSipCNT~~

^^V^easeVrovIo^mefollowing informatiorf^'^cfrn^n^ea'Jn* peWc^i^r^ntity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,

Page 2 of 13

Name Business Address Percentage Interest in the

Disclosing Party

gclttB & CoMEAM* QfVS M./V\(CHT6AM (oo/.

<0T- M4fMS LLC _^>TX rioofl

cKtc/teo, fL fcofet)

SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[JYes ItfNo

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

P<$ Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes No f ] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[]Yes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article 1 ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

1. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
2. have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
3. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
4. have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
5. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

1. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
2. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
3. made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
Ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

mm :

tt/A

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is |XJ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Page 7 of 13

if the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

XYes [JNo

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. Ifthe Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

AC i. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

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

(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

Page 9 of 13

3. 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) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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 an<L<rfl proposed subcontractors to submit the following information with their bids or in wptuig 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 onyfile 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 ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

[ ] Yes [ ]

Have you participate^ in any previous contracts or subcontracts subject to the equal opportunity claused

[]Yes / []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing

Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a

contract being handled by the City's Department of Procurement Services, the Disclosing Party must

update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of

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

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

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

The Disclosing Party represents and warrants that:

Page 11 of 13

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

F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

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

CERTIFICATION

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

(Print or type name of person signing)

Vice ff^ibeHT

(Print or type title of person signing)

Signad and sworn to before me q

Commission expires:

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related.to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ]Yes

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION

A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

G&U)B> $ <J>»&AM °F ILUWOIS. LLC

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

1. [ ] the Applicant

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

Applicant in which the Disclosing Party holds an interest: M/lffa Sf. cfc/W'GrfofS', CCC,

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: (g^S M M(Cffl6rf^)J AvjEHjUfi^ "Z-oTfr FtgioA.

GK1CA60 (L

Telephone: (^U) 44o> ftftOQ Fax:fefr) 44<?*Ofto^ Email: L£tOU)%ff C^QO. CJtyA
Name of contact person: LBfc» QpLOfi
Federal Employer Identification No. (if you have one): __1
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

faopoSfcb A6p6EM6tfr F^MH SAlE 4Mb ftS&eVgtoPMttaf of THe LAMb WSlATlM** Tb, WOb-flfe

COMyeY^g- °? Tlte £fH-OnHteb PfterT^ U&ftgfcAT J/-f? fe. ^ STfgeCT Aft 901- (fOf

X JTBTE STKE&T, ^Hfc^yO, fL . pgpr. OF fK*»fiMCi ^

G. Which City agency or department is requesting this EDS? ECsOpjefAXC DtVEtOfyiAgJ^T"

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 #

Ver. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:

[ ] Person ^ Limited liability company

[ ] Publicly registered business corporation [ ] Limited liability partnership

[ ] Privately held business corporation [ ] Joint venture

[ ] Sole proprietorship [ ] 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:

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [ ] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

Name Title

Page 2 of 13

Name Business Address . Percentage Interest in the

Disclosing Party

5oufr'Qfmsr i p o/A(x> 01/07/77 JtxQdt&'C

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[]Yes ^No

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

^j*Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under Municipal Code Section 2-92-41 5, 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?

t ] Yes D^No [] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[]Yes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
Ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

- N/A -

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").

ZZZZZZZZIZZZZZZSL5ZE ZZZZZZZZZI

9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is ^ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

Page 7 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes )^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

tyYes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. Ifthe Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: Ifthe Matter is federally funded, complete this Section VI. Ifthe Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

- to/A "

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501 (c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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 ajra 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 vxju\^ive on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Pa^60-2.)

[ ] Yes [ ] N>

Have you filed with^/the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Bfograms, or the Equal Employment Opportunity Commission all reports due under the applicabU/filing requirements?

[]Yes / []No

Harie you participated in any previous contracts or subcontracts subject to the equaLdpportunity clause?

[]Yes []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1 -23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

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

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

CERTIFICATION

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

(Print or type name of Disch jg/ng Party)

By:

(Sign here)

(Print or type name of person signing)

vice f?p£SlpeNT

(Print or type title of person signing)

Signed and sworn to before me on (datej\(o _/ ^) , at yPQ*^ County, \>!~ (/ (state).

ftMUjl.4\ ^A^yNcarvPublic.

Commission expires:

"OFFICIAL SEAL"

- DIANA L. DIETZ

K£^Y ^PUBUC' STATE OF ILLINOIS >

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes ^No

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION 1 -- GENERAL INFORMATION

Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

Michael newma^ <stq<:o trust u/a/> of/oi/oe

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

[ ] the Applicant

fo^ a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: /l//t^l?f'A Sf^ J^trtjrfOQ &LC

OR ' '

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: M MtCfft&^frl AVgHJUE^ IjyT* FuocA.

GftlCAfea fL $06 ff

Telephone: (>tt) 44o- ftftOQ Fax:fefr) 44*?«c0flO^ Email: L^olOfr £ &QCo
Name of contact person:
Federal Employer Identification No. (if you have one):

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

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

GOteygyfott. ^Tlte ^fn-Ou&teb PRDPBgTf LofrftsbAT fe. 1 STf&EX Art> 301- ffOT

J, rpTTF STREET, OcVcAGo. fL. p^fT. of fK^ftMe?

G. Which City agency or department is requesting this EDS? &jOfifiCVX(C P^V*^,pF*/lAg->^JT~

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 #

Ver. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

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

[ ] Person [ ]

[ ] Publicly registered business corporation [ ]

[ ] Privately held business corporation [ ]

[ ] Sole proprietorship [ ]

[ ] General partnership (Is

[ ] Limited partnership

W Trust [ ]

Limited liability company Limited liability partnership Joint venture

Not-for-profit corporation

the not-for-profit corporation also a 501(c)(3))?

[]Yes []No Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

N/A

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[]Yes []No []N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

Name Title

A^cH*^ KjkHHAfO rrosrgg

Page 2 of 13

Name Business Address Percentage Interest in the

Disclosing Party

M'lKABl keWhJ ColS, M MCQflSM* A*k t^g>y.

'Zoflf ¥ij>+(l

CMcA^%. ^fu (feofrfr

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[]Yes M^N<>

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

^ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes p^No [ ] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[]Yes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article 1 ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

- hi/A -

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").

zzzzzz zszazzzzz: zzz iz:

9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is ^4 is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

Page 7 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-1 56 of the Municipal Code have the same meanings when used in this Part D.

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes ^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

tyYes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

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

^<_1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

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

~ to/A -

(If no explanation appears or begins on the lines above, or if the letters "N A" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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 arto¹ all proposed subcontractors to submit the following information with their bids or in^vriting at the outset of negotiations.

Is the Disclosing Party the Applicant?

[]Yes []No

If "Yes," answer the three questions below

1. Have you developed and do y,du Ykve on file affirmative action programs pursuant to applicable

federal regulations? (See 41 CFR Pa5$60-2.)

[ ] Yes [ ] N>

Have you filed widrthe Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicabU^filing requirements?

[]Yes / [JNo

H^ve you participated in any previous contracts or subcontracts subject to the equaLopportunity clause?

[JYes []No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www .cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article 1 of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1 -23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

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

F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

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

CERTIFICATION

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

(Print or type name/^f Disclosing Party)

Sign here)

(Print or type name of person signing)

(Print or type title of person signing)

Signed and_; sworn to before me on « (jpCU- County,. \U

Commission expires:_

(state). Notary Public.

O F ficiaT^eTT^

DIANA L.DIETZ NOTARY PUBLIC, STATE OF ILLINOIS i COMMISSION EXPIRES 2/19/2014 '

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes ^No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION 1 -- GENERAL INFORMATION

Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

QoUfl TguST I'U VfMD 0lf<>7/97

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

1. [ ] the Applicant

OR _&

2. a legal entity holding a direct br indirect interest in the Applicant. State the legal name of the

Applicant in which the Disclosing Party holds an interest:/^/?//^ SY. £*7yeffo/X. tC^-C^

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

which the Disclosing Party holds a right of control:

Business address of the Disclosing Party: 6lS M MtCtfl^)^ AVjEftJUfc^ "Z^oTTf fttfcA,

CftlCJfeg iL $06(1

Telephone: 44o- fi)QO Fax:fefr) 44£>-c0ftoff Email: (_.<£oUofe &£*&X>xL^\
Name of contact person:
Federal Employer Identification No. (if you have one): .', .
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):

ftopoSfcb A6<«eWSf4r faMH ?AlE 4Mb fijECeVgLorMCMf tffTHe LAMb PJELATlMGr To, AMbltfe

GOMyeyfoffi. *f Tlte £ffyO«*tel> PRQyggrf L^ta&AT STfgggr Atb^Q}-flOT

S, sym STGB&X, £HfcA6o_{ fL. pgpr. Or Ho^ftMc?^

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

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 #

Ver. 01-01-12

Page 1 of 13

SECTION II ~ DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:

[ ] Person

[ ] Publicly registered business corporation

[ ] Privately held business corporation

[ ] Sole proprietorship

[ ] General partnership

[ ] Limited partnership

M Trust

[ ] Limited liability company

[ ] Limited liability partnership

[ ] Joint venture

[] Not-for-profit corporation

(Is the not-for-profit corporation also a 501(c)(3))?

[ ] Yes [ ] No

[ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[]Yes []No []N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

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

Name Title

\&> 6ftUJft Tftv>ST*r

Page 2 of 13

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

Name Business Address Percentage Interest in the

Disclosing Party

Lfcte frctufr (ens M nug^&Afl jksXL ln.o7

2x>a.-r Ufi~*

CqicA&tjJc- <*QfeU

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[]Yes M^No

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether

retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:

to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

COURT-ORDERED CHILD SUPPORT COMPLIANCE

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes ^ No [] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[JYes []No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

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

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 13

1. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
2. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
3. made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

- N/A -

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

ZZZZ ZZZ ZmZaZ IZ zzzzzzzzz

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is ^ is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

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

Page 7 of 13

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

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

In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[]Yes ^No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

tyYes []No

If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information-required by paragraph 2. Failure to

Page 8 of 13

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

y(. 1 The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

SECTION VI CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

A. CERTIFICATION REGARDING LOBBYING

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".

5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant ana all proposed subcontractors to submit the following information with their bids or irj/vriting at the outset of negotiations.

Is the Disclosing Party the Applicant?

[]Yes [JNo If "Yes," answer the three questions below:

Have you developed and do v^tuVave on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Pa5tf60-2.)

[JYes []N«

Have you filed witj/the Joint Reporting Committee, the Director of the Office of Federal Contract Complianceprograms, or the Equal Employment Opportunity Commission all reports due under the applicabLeTiling requirements?

[JYes / [JNo

Ha^e you participated in any previous contracts or subcontracts subject to the equal/fpportunity clause?

[JYes [JNo

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

I I

j j

i I

I j

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

The Disclosing Party understands and agrees that:

The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1 -23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

I I

i i

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

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

CERTIFICATION

(Print or type nar/ijr of Disp

By:

(Sign here)

(Print or type name of person signing)

Tf^rfe^

(Print or type title of person signing)

^ U (state).

Signed and aworn to before me on at_lXOA=County,_l

Notary Public.

Page 12 of 13

Commission expires:

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ]Yes ^No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.

Page 13 of 13

Legislation Text

Legislation Details

Legislation Details (With Text)