SUBDIVISION ORDINANCE (with Dedications and Easements)
Be it Ordained by the City Council of the City of Chicago:
SECTION 1. The Commissioner of the Chicago Department of Transportation ("Transportation Commissioner") is hereby authorized to approve a proposed Northpoint's Avenue O Industrial Park - Subdivision 1 being a subdivision of certain lots owned by NP Avenue O, LLC, a Missouri limited liability company ("Developer"), bounded approximately by E. 117th Street, E. 126th Street, S. Carondolet Avenue and S. Avenue O, and legally described in the attached plat (Exhibit A, CDOT File: 19/30-10-19-3887) which, for greater certainty, is hereby made a part of this ordinance.
SECTION 2. The Transportation Commissioner is hereby authorized and directed to approve dedications of certain property owned by the Developer within the subdivision herein contemplated, and legally described in Exhibit A hereto attached. The Developer shall dedicate and construct portions of the streets to be known as S. Burley Avenue and E. 122nd Street (together, the "Dedications"). The Dedications are accepted upon the express condition that such streets be constructed according to the current version of the Chicago Department of Transportation Regulations for Opening, Repair and Construction in the Public Way or better as approved, and its appendices, and as agreed to by the Developer in the Duty to Build Agreement (Exhibit E), hereby attached made a part of this ordinance.
SECTION 3. The land herein dedicated for public streets is subject to preexisting private utility easements for: a) private above-ground electrical service (reserved in Doc. No. 00536969 recorded July 18, 2000 in favor of Republic Technologies International, LLC), b) a private below-ground oxygen gas pipeline (reserved in Doc. No. 0831704077, recorded November 12, 2008 in favor of Praxair); and c) private below-ground nitrogen gas pipeline (reserved in Doc. No. 89572949, recorded December 1, 1989 in favor of LTV Steel Company, Inc.) (cumulatively referred to herein as the "Private Utility Easement Holders") which said Private Utility Easement Holders have agreed to release limited portions of their easement rights reserved in the aforementioned documents, limited to those portions lying solely within the boundaries of the Dedications (Exhibit B), hereby attached and made part of this ordinance.
SECTION 4. Being that the aforesaid Private Utility Easement Holders, are reasonably constrained in their ability to relocate outside of the public way, the City of Chicago agrees to grant perpetual, unobstructed, non-exclusive access easements ("Private Utility Access Easements") to said respective Private Utility Easement Holders to operate, maintain repair, renew and replace existing facilities within the new easement limits herein, and with the right of ingress and egress at all times, allowing the Private Utility Easement Holders to continue to operate unaffected by the change in title from
private property to public way as effectuated by the Dedications. Said Private Utility Access Easements are made upon the express conditions that: 1) Private Utility Easement Holders are limited exclusively to the existing respective uses and may not expand current facilities, or alter the existing uses, including but not limited to the type of gas transferred, 2) Upon any change in existing use, or non-use (where non-use means the cessation of active conveyance of product to a paying customer end user for reasons not related to maintenance or repair of the facilities, for a period exceeding six (6) months, which non-use shall constitute abandonment), the said Private Utility Easement Holder shall forfeit the respective Private. Utility Access Easement granted herein and be responsible for removal of the facilities, at the expense of the involved Private Utility Easement Holder. Each Private Utility Easement Holder agrees to furnish to the Transportation Commissioner, upon written request, such evidence requested to verify existing use; 3) All right of way work associated with the Private Utility Easement Holders' exercise of their granted Private Utility Access Easement rights, must be reviewed and permitted in advance by the City of Chicago. Restoration of the public way shall be at the Private Utility Easement Holders' sole expense and be completed to then current version of the CDOT standards cited in Section 2 of this ordinance; and 4) the Private Utility Easement Holders have each agreed to accept the terms of the respective Private Utility Access Easements granted by the City on the areas depicted in Exhibit C, and hereby attached and made a part of this ordinance.
SECTION 5. The Commissioner of the Department of Water Management, or a designee of the Commissioner of the Department of Water Management (together, the "Water Management Commissioner"), is authorized, pursuant to Section 2-106-040(n) of the Municipal Code of the City of Chicago, to execute a "Stormwater Drainage, Private Outfall System And Developer Maintenance and Operation Agreement" ( the "DWM Agreement"), and such additional agreements, amendments, and documents, and approve plats and legal descriptions involving the DWM Agreement, as are reasonably necessary or appropriate by, between and among the City of Chicago, and the Developer in substantially the form which is attached to and incorporated in this ordinance as Exhibit D.
SECTION 6. The subdivision herein provided for is made under the express condition that the Developer of the subdivision, its successors and assigns, shall hold harmless, indemnify and defend the City of Chicago from all claims related to said subdivision.
SECTION 7. The subdivision herein provided for is made upon the express condition that within one hundred eighty (180) days after the passage of this ordinance, the Developer shall file or cause to be filed for recordation with the Office of the Recorder of Deeds of Cook County, Illinois, a certified copy of this ordinance, together with the full-sized corresponding plats and exhibits approved by the Transportation Commissioner, or the Superintendant of Maps and Plats, as one of the Transportation Commissioner's designees.
SECTION 8. The Transportation Commissioner is authorized to execute such additional agreements, amendments, and documents, and approve plats and legal
descriptions, as are reasonably necessary or appropriate to implement this ordinance, including the (i) subdivision, (ii) dedications, and (iii) Private Utility Access Easements, all as authorized hereby, subject to the approval of the Corporation Counsel as to form and legality.
SECTION 9. If any provision of this ordinance shall be held invalid or unenforceable for any reason, the validity or enforceability of any of the other provisions of this ordinance shall not be affected by such holding.
SECTION 10. This ordinance shall take effect and be in force from and after its passage and publication. The subdivision shall take effect and be in force from and after the recording of the approved ordinance and associated plat.
Dedications Accepted:
Gia Biagi' Commissioner
' Department of Transportation
Approved as to form and legality:
Arthur. Dolirisky , Senior Counsel Law Department
Introduced by:
Honorable Alderman Susan Sadlowski Garza Ward 10
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Chicago Department of Transportation
CITY OF CHICAGO
05/01/2020
Mark A. Flessner Corporation Counsel Room 600 - City Hall Chicago, IL 60602-1289
Attention: Lisa Misher Deputy Corporation Counsel
Re: Northpoint's Avenue O Industrial Park—Subdivision 1 Subdivision File: 19/30-10-19-3887
Dear Mr. Flessner:
Pursuant to a request from NP Avenue O, LLC, we are transmitting herewith for your review and approval as to form and legality an original and three (3) copies of a proposed "Northpoint's Avenue O Industrial Park—Subdivision 1", being a subdivision bounded approximately by E. 126th Street, S. Avenue O, S. Carondolel Avenue and E. 117th Street (including dedications for E. 122nd Street and the extension of S. Burley Avenue), for owner and developer Northpoint Avenue O, LLC, in substantially the form shown in the attached plat which for greater certainty is hereby made a part of this ordinance. This property is located in the 10th Ward.
The people to contact in connection with this proposed ordinance are Attorney Elizabeth Butler at 312-368-4092, and Engineer for the developer Christina Hubacek at 331-251-311 1.
Sincerel.
Crtd B4agj_^-^
Commissioner
GB: WH: RD
cc: Alderman Susan Sadlowski Garza Alderman Howard Brookins
Sandra Foreman/w Attach. Dwg.-s.f. & Old.(3) llie copies (2) Maps & Plats
EXHIBIT D
To Subdivision Ordinance
PREPARED BY AND AFTER RECORDING RETURN TO:
Joseph Cashman
Assistant Corporation Counsel
City of Chicago
Department of Law
Real Estate and Land Use Division
121 North LaSalle Street, Room 600
Chicago, Illinois 60602
STORM WATER DRAINAGE, PRIVATE OUTFALL SYSTEM
AND
DEVELOPER MAINTENANCE AND OPERATION AGREEMENT
(NorthPoint Avenue O Industrial Park - Phase I)
This Agreement (the "Agreement") is made and entered into as of this day of
, 2020 by and between the CITY OF CHICAGO, an Illinois municipal
corporation ("City"), by and through its Department of Water Management ("DWM"), and the NP AVENUE O, LLC, a Missouri limited liability company ("Developer"). As used in this Agreement, "Developer" shall also include, and this Agreement shall be binding upon, Developer's successors, transferees and assigns. City and Developer are collectively referred to herein as the "Parties".
Witnesseth:
WHEREAS, Developer is the owner of approximately 200 acres of land generally located west and south of the intersection of 116th Street and Avenue O, Chicago (the "Developer Property"); and
WHEREAS, Developer intends to develop the Developer Property with up to approximately 2.2 million square feet of industrial and distribution center space to be constructed in multiple phases (the "Developer Project"); and
WHEREAS, in connection with the first phase of Developer Project ("Phase I"), by ordinance adopted by the City Council of the City of Chicago (the "City Council") on
[ , 2020] and published in the Journal of Proceedings of the City Council (the
"Journal") for such date at pages [___ J (the "Subdivision Ordinance"), the City
Council approved Developer's Plat of Subdivision, as shown on the Plat of Subdivision ("Plat of Subdivision"), NorthPoint Avenue O Industrial Park - Phase I ("Subdivision") attached hereto and made a part hereof as Exhibit A; and
WHEREAS, the Subdivision Ordinance and the Subdivision relate to an approximately
44-acre portion of the Developer Property ("Project Property"), which is included in the Subdivision as legally described on Exhibit B, attached hereto and made a part hereof; and
WHEREAS, Developer intends to construct an approximately 358,879 square foot building upon the Project Property (the "Phase I Project"); and
WHEREAS, as part of the Phase I Project, the Developer shall dedicate and construct, to the Chicago Department of Transportation ("CDOT") standards, as required by the Subdivision Ordinance, a new segment of Burley Avenue ("New Burley Avenue"), and a new segment of East 122nd Street ("New 122nd Street", and together with New Burley Avenue, such dedicated public right of way is referred to herein as the "New Dedicated Roadways") which dedicated areas are depicted on the Plat of Subdivision, Exhibit A; and
WHEREAS, the recordation ofthe City's stamped and approved Plat of Subdivision and Subdivision Ordinance with the Office of the Cook County Recorder of Deeds shall constitute the City's acceptance of the New Dedicated Roadways; and
WHEREAS, Developer will continue to own all areas of the Developer Property other than New Dedicated Roadways, as also shown on the Plat of Subdivision and legally described on Exhibit B; and
WHEREAS, as a result of the Phase I Project, the Project Property will require facilities to control, treat, and dispose of surface water, including the New Dedicated Roadways Stormwater, defined herein; and
WHEREAS, Developer shall construct, operate, and maintain, at its sole cost and expense, privately-owned facilities that will control, treat, and dispose of surface water from both the Project Property and New Dedicated Roadways ("Developer Drainage System"); and
WHEREAS, the Developer Drainage System in the Phase I Project shall include certain no build areas restrictions ("No Build Areas"), as depicted and described on the Plat of No Build Restriction attached hereto as Exhibit D and made a part hereof, which restrictions are further provided for herein; and
WHEREAS, elements of the Developer Drainage System will be located within the Project Property and/or the Developer Property while certain other limited portions, namely the Developer Storm Sewer Easement Areas (defined herein), will be located within or below the New Dedicated Roadways; and
WHEREAS, Developer agrees, without limitation and at no cost, obligation, or liability to the City, to accept all stormwater, surface runoff, storm interflow, or groundwater runoff from the New Dedicated Roadways, and from other public rights of way, and for such other uses and purposes and upon the terms and conditions contained herein (collectively, the "New Dedicated Roadways Stormwater") into the Developer Drainage System; and
WHEREAS, the Developer Drainage System will be comprised of: (a) three volume control facilities; (b) a 60" RCP pipe traversing the New 122nd Street right of way; (c) a 66"
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Steel casing siphon traversing the New Burley Avenue right of way, (items b and c together, the "Developer Storm Sewer Facilities" as depicted and described on Exhibit E); (d) 66" RCP siphon; (e) a conveyance swale; and (f) the "Private Outfall System" providing outfall to the Calumet River, as depicted and described on Exhibit E; and
WHEREAS, the New Dedicated Roadways Stormwater will be accepted into the Developer Drainage System by way of certain storm sewers and related facilities that the Developer has agreed to construct and install (the "City Storm Sewers"), pursuant to the terms and conditions of this Agreement; and
WHEREAS, Developer has agreed to construct and install the City Storm Sewers, to be located in the New Dedicated Roadways and owned or controlled by the City. The Developer's construction shall be completed in a manner that is acceptable to DWM's Commissioner and meets all Federal, State and local requirements and regulations ("Laws") and further is consistent with the Developer Project as provided in this Agreement (the "Developer DWM Facility Work"), as depicted and described on Exhibit C, attached hereto and made a part hereof; and
WHEREAS, the City Storm Sewers will consist of inlets or other structures located within the New Dedicated Roadways and such portions of the City Storm Sewers will be turned over to the City after the DWM inspects and approves the Developer DWM Facility Work. Upon DWM approval of all Developer DWM Facility Work, the City Storm Sewers shall be owned by City; and
WHEREAS, the Developer Drainage System will result in an outfall, namely the Private Outfall System, to the Calumet River from the Developer Drainage System on the Project Property and shall include the New Dedicated Roadways Stormwater; and
WHEREAS, as a condition of the development of the Phase I Project and Subdivision, Developer shall, at its sole cost and expense, own, operate, and maintain the Developer Drainage System in perpetuity in a manner that accomplishes the stormwater control and treatment intended, as required by the terms of this Agreement; and
WHEREAS, the Private Outfall System, which includes the Developer Drainage System and all associated outfalls, must comply with all applicable Laws, including, but not limited to, all Laws of the City, the Illinois Environmental Protection Agency (IEPA), the Metropolitan Water Reclamation District (MWRD), and the U.S Army Corps. Of Engineers (USACE); and
WHEREAS, Developer acknowledges and agrees that the Phase I Project and Subdivision shall provide for the conveyance of the New Dedicated Roadways Stormwater to the Calumet River by way of the Private Outfall System, at no cost, expense, or liability to the City; and
WHEREAS, Developer, as the owner of the Project Property and the Private Outfall System located or to be located therein and thereon, has agreed to grant to the City certain perpetual and non-exclusive easements (the "City Access Easements") in, over, and upon certain areas of the Project Property (collectively, the "City Access Easement Areas") described
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in Exhibit F, attached hereto and made a part hereof, which are needed for the City's access to, and use and maintenance of the City Storm Sewers that fall within the New Dedicated Roadways, and for such other uses and purposes and upon the terms and conditions herein contained; and
WHEREAS, the City has agreed to grant to the Developer certain perpetual and nonexclusive easements (collectively, the "Developer Storm Sewer Easements") in portions of the New Dedicated Roadways, namely New 122nd Street and New Burley Avenue rights of way, as depicted and legally described on Exhibit G, attached hereto and made a part hereof ("Developer Storm Sewer Easement Areas") for the Developer Storm Sewer Facilities; and
WHEREAS, the Developer shall install, maintain, operate, repair, renew, and replace the Developer Drainage System with all necessary attachments and appurtenances, including within the Developer Storm Sewer Easement Areas at Developer's sole cost and expense. The Developer Storm Sewer Easements shall run to the benefit of, and be appurtenant to, the Project Property within the Subdivision. The Developer Storm Sewer Easements shall allow for the Developer's installation, maintenance, operation, repair, renewal, and replacement of said Developer Drainage System with all necessary attachments and appurtenances over and upon portions of the New Dedicated Roadways at Developer's sole cost and expense; and
WHEREAS, City is willing to grant to Developer such Developer Storm Sewer Easements on the terms and conditions set forth in this Agreement, and Developer is willing to accept such Developer Storm Sewer Easements, subject to the terms of this Agreement; and
WHEREAS, the purpose of this Agreement is, in part, to set forth the Developer's obligations, at its sole cost and expense, to/for: (1) construct and install the Developer DWM Facility Work and the City Storm Sewers within the New Dedicated Roadways; (2) construct, operate, and maintain, and to allow for the inspection of, the Developer Drainage System, (3) dedicate and construct, to CDOT standards, the New Dedicated Roadways, and (4) indemnify and hold harmless the City for any and all liability, including without limitation, (i) the Developer DWM Facility Work, (ii) the Developer Drainage System, including any and all liability for the Private Outfall System, (iii) the City Storm Sewers, and (iv) alf other water storage facilities associated with the Developer Drainage System, and including the New Dedicated Roadway Stormwater and stormwater from other public rights of way.
NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer agree as follows:
Recitals Incorporated. The recitals set forth above are incorporated herein by this reference and shall be deemed terms and provisions hereof, the same as if fully set forth in this Section 1.
City Access Easement Grant Subject to the terms and conditions stated in this Agreement, the Developer hereby grants and conveys to City the perpetual, non-exclusive City Access Easements in, on, over, and under the City Access Easement Areas for purposes of: (1) the conveyance of water from the New Dedicated Roadways and other public rights of way to the
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Calumet River over and through the Developer Drainage System; and (2) which are needed for access for the City's maintenance, inspection, and repair of the City Storm Sewers that fall within the New Dedicated Roadways and for such other uses and purposes and upon the terms and conditions herein contained. City hereby accepts such grant of the City Access Easements from Developer subject to the terms herein.
Developer Storm Sewer Easement Grant. Subject to the terms and conditions stated in this Agreement, the City hereby grants to Developer the permanent, non-exclusive Developer Storm Sewer Easements for the purpose of installing, maintaining, operating, repairing, renewing, and replacing the Developer Drainage System within the Developer Storm Sewer Easement Areas (collectively, the "Developer Drainage System Maintenance and Operation Activities") and for the restoration, at Developer's sole cost and expense, of any of the New Dedicated Roadways or any other public right of way impacted by the Developer Drainage System Maintenance and Operation Activities. Developer hereby accepts such grant of the Developer Storm Sewer Easements from City subject to the terms herein. Developer agrees that it shall promptly restore any portion of the New Dedicated Roadways to the CDOT standards and conditions existing immediately prior to any entry thereon by Developer.
No Build Areas. No buildings or other permanent structures that would impede the function of, or access to, the stormwater facilities shall be constructed upon the No Build Areas, provided, however, that the Developer may install landscaping and construct driveways as necessary to develop the portion of the Developer Property located north of the conveyance swale. Any change to the original design of the conveyance swale will require the submittal of revised plans, and proof of hydraulic sufficiency for review by DWM, which approval shall not be unreasonably withheld or denied.
Cost and Expense Obligations Developer shall be solely responsible for the cost and expense of the Phase I Project, including but not limited to: (1) construction and installation of the City Storm Sewers pursuant to the terms and conditions in this Agreement; (2) constructing, installing, maintaining, operating, repairing, renewing and/or replacing the Developer Drainage System, including the Private Outfall System and the Developer Storm Sewer Facilities; (3) the construction of the New Dedicated Roadways to CDOT standards; (4) restoration of the portion of the New Dedicated Roadways or any other public right of way that may be impacted by the Developer Drainage System Maintenance and Operation Activities; and (5) all other Developer costs and expenses pursuant to the terms and conditions of this Agreement and subject to all applicable Laws .
City Right of Access. In furtherance of this Agreement, Developer grants to City, its agents, officers, officials, employees, contractors, subcontractors, licensees and invitees (collectively the "City Parties") the right, permission and authority to enter upon the City Access Easement Areas in accordance with the terms of this Agreement and in compliance with all applicable Laws (including but not limited to, Section 11-16-260 of the Municipal Code), to inspect, access, sample or observe the Developer Drainage System in order to ensure that the Developer Drainage System is being properly maintained and is continuing to perform in an adequate manner to protect water quality and the public health and safety and to determine compliance with provisions of this Agreement, and all Laws. The permission includes the right to enter upon the City Access Easement Areas when the City has a reasonable basis to believe
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that a violation of this Agreement, the annual Developer Operation and Maintenance Plan (as defined below), any Laws, guidelines, criteria, or other written direction is occurring, has occurred or threatens to occur.
7. Developer DWM Facility Work
Upon execution of this Agreement, Developer will be responsible, at its sole cost and expense, for performing and completing the Developer DWM Facility Work, as described in Exhibit C in accordance with this Agreement.
Prior to commencement of the construction of the Developer DWM Facility Work, Developer shall prepare and deliver to the Commissioner of the Department of Water Management for his review and approval proposed plans and specifications of the Developer DWM Facility Work which shall be in compliance with this Agreement.
Developer shall obtain City approval of the plans and specifications for the Developer DWM Facility Work, including any update of the completion dates set forth in Exhibit H ("Developer DWM Facility Work Schedule"). City agrees that its approval of the submitted plans and specifications will not be unreasonably withheld or delayed. Upon approval by City, such plans and specifications shall be known as the "Approved Plans".
Developer expressly agrees and warrants that the Developer DWM Facility Work shall be designed, constructed, and performed, at all times in a good and workmanlike manner and in compliance with all Laws, the Approved Plans, and this Agreement. To that end, Developer shall apply for, and receive all necessary building, public way and other permits required by Law, including the Municipal Code of Chicago ("Permits").
Upon issuance of the Permits for the Developer DWM Facility Work, Developer shall diligently pursue completion of such Developer DWM Facility Work and shall complete such Developer DWM Facility Work in accordance with the Permits, the Approved Plans, and the Developer DWM Facility Work Schedule.
Developer shall be responsible for obtaining approvals of or making suitable arrangements with (including payment to, if any) the persons or entities owning or controlling any currently existing utility or public service facility (or replacements or upgrades thereof in currently existing locations) that is duly authorized to occupy the public way and is required to be removed, relocated, altered, additionally maintained or restored because of the Developer DWM Facility Work
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g. Following the completion of the inspection, including testing required by applicable permits, of the Developer DWM Facility Work in accordance with and pursuant to the Permits, City will provide a punch list of items of Developer DWM Facility Work that are to be completed by Developer prior to acceptance by the City. Upon Developer's final completion of the Developer DWM Facility Work, including all required punch list items, all in accordance with the Approved Plans, Permits and delivery of as-built plans and assignments of warranties, City shall accept the Developer DWM Facility Work. Following turnover and acceptance of the Developer DWM Facility Work, as provided herein, Developer shall have no obligation to maintain the City Storm Sewers, except as otherwise provided by Law.
8. Developer Drainage System Construction Obligations
The Developer, at its own cost and expense, shall design, construct, and install the Developer Drainage System, including the No Build Area restrictions set forth on Exhibit D, in accordance with plans ("Drainage Plans") approved by the City and in accordance with this Agreement. The Developer expressly represents and warrants that the Developer Drainage System shall be designed and constructed in compliance with all Laws. Construction of the Developer Drainage System shall be subject to inspection by the City, which may require repair or modification to the construction of the Developer Drainage System, if necessary to ensure that the Developer Drainage System is built according to the Drainage Plans. Any deviations (before or during construction) from the approved Drainage Plans shall be subject to prior review and written approval by the City. Approved changes shall be incorporated into revised Drainage Plans which the Developer shall submit to the City prior to City's issuance of any action related to completion of the Project.
The Developer shall be responsible, at its sole cost and expense, for obtaining permits and other governmental approvals and paying for any and all removals, relocations, alterations, maintenance and restorations of or to any New Dedicated Roadways or any other public right of way, utility, or municipal service structures located in or adjacent to the Developer Storm Sewer Easement Areas including, but not limited to, pavements, bridges, poles and utilities, which are or may be necessary or appropriate to facilitate construction of or work related to the Developer Drainage System. The Developer shall be responsible, at its sole cost and expense, for obtaining all permits and governmental approvals for the consent of, entering into all necessary agreements with, and making suitable arrangements with all entities owning and having an interest in such structures, including any City department.
Developer shall, at its sole cost and expense, obtain all required building and other permits, and enter into all required agreements, for: (1) the construction of the Developer Drainage System and for the outfalls associated with the Developer Drainage System; and (2) the construction of the New Dedicated Roadways subject to CDOT standards. The City shall NOT be named as a permittee on any such permits, or as a party to any such agreements Developer must specifically notify the IEPA and the MWRD that Developer is solely responsible for all outfalls from the
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Private Outfall System, including the Developer Drainage System.
Prior to commencement of the construction, Developer shall prepare and deliver to the Commissioner of the Department of Water Management for his review and approval, proposed plans and specifications of the Developer Drainage System which shall be in compliance with this Agreement.
Prior to commencement of the construction of the New Dedicated Roadways, Developer shall prepare and deliver to the Commissioner of the Department of Transportation for his/her review and approval proposed plans and specifications of the Developer Drainage System which shall be in compliance with this Agreement.
9. Developer Maintenance and Operation Obligations.
Developer, its successor in interest, affiliate, or assignee, including, without limitation, an association formed for the purpose of managing and operating the Project Property and the Phase I Project (each, a "Developer Party" together, the "Developer Parties") shall operate, maintain, repair, if necessary, reconstruct the Developer Storm Sewer Easement Areas, the Developer Drainage System, and the Private Outfall System at its sole cost and expense.
Developer or Developer Parties shall maintain the Developer Drainage System and Developer Storm Sewer Easement Areas, including correcting any unforeseen issues, to industry standards, as designed for optimal functioning. For the Phase I Project named herein, the specific minimal maintenance requirements are described in the operation and maintenance plan ("Developer Operation and Maintenance Plan") attached hereto as Exhibit I and made a part hereof.
Developer or Developer Parties shall conduct inspections and prepare reports ("Inspection Reports") in accordance with the maintenance guidance contained in Exhibit I (or shall cause such inspections to be conducted and Inspection Reports to be prepared by an appropriately licensed contractor or other professional). The results of all inspections described in the maintenance guidance contained in Exhibit [ shall be recorded on Inspection Reports and attached to the annual Developer Operation and Maintenance Plan, as required herein. Inspection Reports shall include a record of the volume of all accumulated sediment removed from the Developer Drainage System.
d Developer or Developer Parties shall retain Inspection Reports at a location on the Project Property for a period of at least five (5) years. The City may request Developer to provide copies of any or all Inspection Reports prepared during the prior five years in order to verify that inspection and maintenance of the Developer Drainage System has been conducted pursuant to this Agreement. Developer shall comply with any such request within five (5) working days.
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An annual Developer Operation and Maintenance Plan shall be submitted annually by the Developer to the DWM Commissioner no later than December 31 of each year. The requirements of the annual Developer Operation and Maintenance Plan are set forth in Exhibit H The annual Developer Operation and Maintenance Plan is subject to approval by the City, such approval not to be unreasonably withheld, conditioned, or delayed.
Annually, on or before October 31 of each year, the Developer shall submit to the City a certification, sealed by a registered professional engineer, that the Developer Drainage System is functioning as intended, plus a certification by the Developer that: (1) the specific maintenance activities have occurred; (2) all nonroutine maintenance has been listed; and (3) that the annual Developer Operation and Maintenance Plan is adequate to ensure optimal functioning or that changes are recommended. Proposed changes to the annual Developer Operation and Maintenance Plan shall be submitted with the certification to the City of Chicago, Department of Buildings, Stormwater Review. Proposed changes to the annual Developer Operation and Maintenance Plan are subject to approval by the City Additional information may be required for reporting purposes, as directed by the City.
Landscaping of the area around the Developer Drainage System and Developer Storm Sewer Easement Areas shall not reduce the capacity or hinder operation and maintenance of the Developer Drainage System. Landscaping shall be maintained to ensure that landscape materials live and prosper. Re-vegetation and stabilization of areas may be required by the City.
The Developer Drainage System and Developer Storm Sewer Easement Areas shall be maintained in a manner so as to control insects, odors and algae as determined necessary by the City.
i. Any fencing or other security measures shall be maintained in good condition. If no
fencing or security measures are included with the original construction, they shall be
added at the Developer's expense at such time as the City determines that
unauthorized persons are disturbing the Developer Drainage System or Developer
Storm Sewer Easement Areas and that security measures will help prevent such
unauthorized activity.
j. Developer shall, or shall cause Developer Parties to, perform necessary non-routine maintenance actions in a timely manner so as to ensure continuous performance of the Developer Drainage System. All non-routine maintenance activities shall be noted in the next annual Developer Operation and Maintenance Plan.
k. The Developer shall or shall cause Developer Parties to maintain the Developer Storm Sewer Easement Areas and Developer Drainage System so that the Developer Storm Sewer Easements and Developer Drainage System do not unduly interfere with any use of the public way by the City, the public, or any person or entity authorized to use or occupy the public way.
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I. The Developer or Developer Parties shall pay for all utility expenses incurred with respect to the operation of the Developer Storm Sewer Easement Areas and Developer Drainage System.
m. The Developer acknowledges and agrees that City is not responsible for the operation, maintenance, repair, reconstruction of or security of the Developer Drainage System, and City has no obligations with respect thereto.
10. ' Post-Construction Changes and Modifications. In the event the Developer Drainage System ceases to function consistent with Developer's design as set forth in this Agreement or is destroyed, damaged, removed, or modified in a manner that lessens its effectiveness, the Developer, at its sole cost and expense, shall restore, reconstruct and/or replace the Developer Drainage System, or any portion thereof, such that it operates to accomplish its intended purpose and as designed and approved.
At the request of the Developer, the annual Developer Operation and Maintenance Plan may be modified subject to the prior review and written approval by the City, which approval shall not be unreasonably withheld, conditioned, or delayed. Developer shall obtain any and all required permits and approvals prior to commencing work to modify the Developer Drainage System. Approved changes shall be incorporated into a revised annual Developer Operation and Maintenance Plan, which the Developer shall submit to the City prior to commencing work to modify the Developer Drainage System, or any portion thereof.
11. Developer's Failure to Maintain the Developer Drainage System and Developer Storm Sewer Easement Areas.
In the event the Developer fails to maintain the Developer Drainage System including the Developer Storm Sewer Easement Areas in good working order acceptable to the City and in accordance with annual Developer Operations and Maintenance Plan, the City may pursue any enforcement action available at law or in equity to cause the maintenance work to be completed and may charge the costs of such enforcement action to the Developer in any manner authorized by law and in equity.
In addition to all other rights and remedies available in law and in equity, if the Developer fails to maintain the Developer Drainage System and Developer Storm Sewer Easement Areas to the City's satisfaction and in accordance with the annual Developer Operation and Maintenance Plan, the City and its authorized agents and employees with reasonable notice, may enter the Developer Storm Sewer Easement Areas and take whatever steps it deems necessary and appropriate to return the Developer Drainage System or Developer Storm Sewer Easement Areas, as applicable, to good working order Prior notice will not be necessary if emergency conditions require immediate remedial action. It is expressly understood and agreed that the City is under no obligation to operate, maintain, or repair the Developer
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Drainage System or the Developer Storm Sewer Easement Areas and in no event shall this Agreement be construed to impose any such obligation on the City
The provisions of this Agreement are expressly declared to be for the benefit of the City. The City may bring an action to obtain specific performance of this Agreement and may recover its costs and expenses, including attorney fees, incurred in bringing such action.
12. Reimbursement of City Expenditures. In the event the City, pursuant to this Agreement, performs work of any nature (direct or indirect), including any re-inspections or any actions it deems necessary or appropriate to return the Developer Drainage System and/or Developer Storm Sewer Easement Areas to good working order, or expends any funds in the performance of said work for labor, use of equipment, supplies, materials, and the like, the Developer shall reimburse the City upon demand within thirty (30) calendar days of receipt thereof for the costs and expenses incurred by the City hereunder. If these costs and expenses are not paid within the prescribed time period, the City may assess the Developer the cost ofthe work, both direct and indirect, and applicable penalties. Said assessment shall be a lien against the Property, or prorated against the beneficial users of the Property, or may be placed on the Property tax bill and collected as ordinary taxes by the City. The actions described in this section are in addition to, and not in lieu of, any and all legal remedies as provided in equity or by Law, available to the City as a result of the Developer's failure to maintain the Developer Drainage System, and/or Developer Storm Sewer Easement Areas.
13. Uses Within the Developer Storm Sewer Easement Areas. Developer may from time to time install, maintain, operate, repair, renew, and replace all or any portion of the Developer Drainage System within the Developer Storm Sewer Easement Areas, in a manner acceptable to the DWM Commissioner, that meets requirements of all Laws, including, without limitation, CDOT regulations governing construction in the public way.
14. Indemnity. Developer shall, and shall cause the Developer Parties to, indemnify and hold harmless and defend City and its City Parties from and against any and all claims, demands, damages, lawsuits, legal proceedings, administrative proceedings, enforcement actions, losses, liens, liabilities, judgments, orders or decrees, casualties, occurrences and payments, and all costs and expenses, including, without limitation, attorneys' fees and court costs, and expenses related to litigation ("Claims"), claimed or which might arise or be asserted against the City and its City Parties, for death or injury of any person, or property damage whatsoever arising or resulting from the Developer's performance or nonperformance of the Developer DWM Facility Work or the Developer's construction, presence, operation, or maintenance of the Developer Storm Sewer Easement Areas and Developer Drainage System, including the City's and/or combined outfall and the stormwater runoff from the public way, by Developer and/or any Developer Parties, or from the performance by the City of maintenance or repair activities at the Property as described above. In the event any legal action is taken against the City or any or all of the City Parties, the City may elect to tender said defense to Developer which shall and must defend such action or claim at
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Developer's own cost and expense, and City shall cooperate with Developer in the defense thereof and may reasonably participate in the defense of the Claim; provided however, that Developer shall not enter into any settlement of any such Claim without the consent of the City, which consent shall not be unreasonably withheld or denied. And, if any judgment or claims against any or City Parties shall be allowed, the Developer shall pay for all costs and expenses in connection herewith. City shall have the right to join Developer as a party defendant in any such legal action. This indemnity shall not be the exclusive remedy of the City, and City shall maintain whatever other right of indemnity it may have under common law, by statute, or by ordinance. The indemnification provided herein will be effective to the maximum extent permitted by Law and is not limited by any amount of insurance required under this Agreement. The provisions of this Section 13 shall survive any termination of this Agreement.
15. Insurance Required.
A. Developer shall procure and maintain, and shall cause the Developer Parties and the Contractors, as defined herein, at Developer's sole expense (or the expense of Developer Parties and Contractors) to procure and maintain at all times during the Term of this Agreement, all of the types and coverages of insurance specified below, with insurance companies authorized to do business in the State of Illinois, covering all of Developer's use of the Property, (including but not limited to, prior to commencement of construction of the Developer DWM Facility Work, Developer Drainage System, and the New Dedicated Roadways, including any period when any Contractor is required to return to complete or correct any prior work), whether performed by the Developer, Developer Parties, or Developer's contractor or subcontractors (Developer's contractor or subcontractors being referred to herein as "Contractors").
Worker's Compensation and Employer's Liability Insurance. Developer shall procure and maintain Worker's Compensation Insurance, as prescribed by applicable law, covering all employees who are to provide a service under this Agreement, and Employer's Liability Insurance with limits of not less than
. $500,000 for each accident, illness or disease, or the full per occurrence limits of the policy, whichever is greater.
Contractors shall procure and maintain, and shall cause each of their subcontractors to procure and maintain, Worker's Compensation Insurance, as prescribed by applicable law, covering all employees who are to provide a service under this Agreement, and Employers Liability Insurance with limits of not less than $1,000,000 for each accident, illness or disease for all employees who are to perform work on the Developer DWM Facility Work, Developer Drainage System, and the New Dedicated Roadways.
Commercial General Liability Insurance (Primary and Umbrella). Developer shall procure and maintain Commercial General Liability Insurance, or equivalent, with limits of not less than $2,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverage shall include, at a minimum, all
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premises and operations, products/completed operations, independent contractors, explosion, collapse, underground, separation of insureds, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).
Contractors performing work on the Developer DWM Facility Work, Developer Drainage System, and the New Dedicated Roadways must provide limits of not less than $2,000,000 per occurrence for bodily injury, personal injury, and property damage liability.
The City of Chicago is to be named as an additional insured under the Developer and all Contractors Commercial General Liability policies. Such additional insured coverage shall be provided on ISO endorsement form CG 2010 04 13 for ongoing operations and/or CG 2037 04 13 for after project completion or on a similar endorsement form acceptable to the City. The additional insured coverage must not have any limiting endorsements or language under the policy such as but not limited to, Developer's sole negligence or the additional insured's vicarious liability. Developer's liability insurance shall be primary without right of contribution by any other liability insurance or self-insurance maintained by or available to the City. Developer must require that the City is an additional insured on Commercial General Liability insurance required from Contractors.
iii.Automobile Liability Insurance (Primary and Umbrella). When any motor vehicles (owned, non-owned and hired) are used in connection with Developer's use of the Project Property and the Phase I Project, Developer shall procure and maintain Automobile Liability Insurance with limits of not less than $1,000,000 per occurrence for bodily injury and property damage. The City of Chicago shall be named as an additional insured with respect to such coverage on a primary, non-contributory basis.
When any motor vehicles (owned, non-owned and hired) are used in connection with Developer's use of the Project Property and the Phase I Project, Contractors shall procure and maintain Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence for bodily injury and property damage. The City of Chicago shall be named as an additional insured with respect to such coverage on a primary basis. Coverage must include but not be limited to, the following: ownership, maintenance, or use of any auto whether owned, leased, non-owned or hired used in the performance of the work or devices, both on and off the Project site including on a primary basis. When applicable, coverage extension must include (a) an MCS-90 endorsement where required by the Motor Carrier Act of 1980 and (b) pollution coverage for loading, unloading and transportation chemical water, hazardous and special waste.
iv.Professional Liability Insurance. When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, such parties shall procure and maintain Professional Liability Insurance covering acts, errors, or omissions with limits of not less than
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$1.000,000. When a policy is renewed or replaced, the policy retroactive date must coincide with, or precede, the start of work under this Agreement. A claims-made policy that is not renewed or replaced must have an extended reporting period of two (2) years.
v. Excess/Umbrella. Contractors performing work for the Developer must procure
and maintain an Excess/Umbrella Liability Insurance policy with limits of not less
than $10,000,000 per occurrence. The policy/policies must provide the same
coverages/follow form as the underlying Commercial General Liability,
Automobile Liability, Employers Liability and Completed Operations coverage
required herein and expressly provide that the excess or umbrella policy/policies
will drop down over reduced and/or exhausted aggregate limit, if any, of the
' underlying insurance. If a general aggregate limit applies the general aggregate must apply per project/location. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Contractors may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections 14(A)(i) through 14(A)(v) herein.
vi. Builders Risk/Installation. Developer shall provide, or cause to be provided, All
Risk Builders Risk /Installation Insurance at replacement cost for materials,
supplies, equipment machinery and fixtures that are part of the construction
work/project. Coverages shall include and not be limited to the following:
material stored off-site and in-transit, earth movement, flood, water including
overflow, leakage, sewer backup or seepage, collapse, debris removal and
damage resulting from faulty workmanship or materials. The City of Chicago is
to be named as additional insured and loss payee.
vii. Railroad Protective Liability (if applicable). When any work or services is to be
done adjacent to or on railroad or transit property, Contractor must provide, with
respect to the operations that Contractor perform, Railroad Protective Liability
Insurance in the name of railroad or transit entity. The policy must have limits of
not less than the requirement of the operating railroad for tosses arising out of
injuries to or death of all persons, and for damage to or destruction of property,
including the loss of use thereof.
viii. Contractors Pollution Liability. When any work performed involves a potential
pollution risk that may arise from the operations of Contractor's scope of work or
services, Contractor must provide Contractors Pollution Liability Insurance ,
covering bodily injury, property damage and other losses caused by pollution
conditions with limits of not less than $2.000,000 per occurrence. Coverage
must include but not be limited to the following, completed operations,
contractual liability, defense, excavation, environmental cleanup, remediation and
disposal and if applicable, include transportation and non-owned disposal
coverage. When policies are renewed or replaced, the policy retroactive date
must coincide with or precede start of work on the contract/project. A claims-
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made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured.
AII Risk Property. Following substantial completion of the Phase I Project, All Risk Property Insurance must be maintained by the Developer to insure against all loss or damage to the Developer DWM Facility Work and the Developer Drainage System that is part of this Agreement. Coverage shall include but not be limited to earth movement, flood, water including overflow, leakage, sewer backup or seepage, debris removal and collapse.
Pollution Legal Liability - (If Applicable). Pollution Legal Liability Insurance is to be provided by Contractor for Disposal Site Operator/Location covering bodily injury, property damage and other losses caused by pollution conditions that arise from the contract scope of services with limits of not less than $2,000,000 per occurrence. Coverage must include completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal. When policies are renewed or replaced, the policy retroactive date must coincide with or precede start of work on the contract/project. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured.
B) Additional Insurance Requirements
i.Evidence of Insurance. Developer and/or Contractor must furnish the Department of Water Management, 1000 E. Ohio Street, Chicago, Illinois 60611 Attn: Commissioner, and to the City, Department of Finance, Risk Management Office, 333 S. State Street, 4th Floor, Chicago, IL 60602, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Developer and Contractor must submit evidence of insurance prior to execution of this Agreement. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of Contract. The failure of the City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Developer and Contractor, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions Developer and Contractor must advise all insurers of the Agreement provisions regarding insurance The City in no way warrants that the insurance required herein is sufficient to protect Developer and Contractor for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time
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ii. Failure to Maintain Insurance. Failure of the Developer and/or Contractor to
comply with required coverage and terms and conditions outlined herein will not
limit Developer's and Contractor's liability or responsibility nor does it relieve
Developer and/or Contractor of its obligation to provide insurance as specified in
this Agreement. Nonfulfillment of the insurance conditions may constitute a
violation of the Agreement, and the'City retains the right to suspend this
Agreement until proper evidence of insurance is provided, or the Agreement may
be terminated.
Notice of Material Change. Cancellation or Non-Renewal. Developer and/or Contractor must provide for sixty (60) days prior written notice to be given to the City in the event coverage is substantially changed, canceled or non-renewed and ten (10) days prior written notice for non-payment of premium.
Deductibles and Self-insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Developer and/or Contractor.
Waiver of Subrogation. Developer and/or Contractor hereby waives its rights and its insurer(s)' rights of and agrees to reguire their insurers to waive their rights of subrogation against the City under all required insurance herein for any loss
; arising from or relating to this Agreement. Developer and/or Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Contractors insurer(s).
Developer and Contractors Insurance Primary. All insurance required of Developer and/or Contractor under this Agreement shall be endorsed to state that Developer and Contractor's insurance policy is primary and, except with respect to auto policies, not contributory with any insurance carrier by the City.
vii. No Limitation as to Developer and Contractor's Liabilities. The coverages and
limits furnished by Developer and Contractor in no way limit the Developer and
Contractor's liabilities and responsibilities specified within the Agreement or by
law.
viii. No Contribution by City. Any insurance or self-insurance programs maintained
by the City do not contribute with insurance provided by Developer and/or
Contractor under this Agreement.
ix.Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
x Insurance and Limits Maintained If Developer and/or Contractor maintains
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higher limits and/or broader coverage than the minimums shown herein, the City requires and shall be entitled the higher limits and/or broader coverage maintained by Developer and/or Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Joint Venture or Limited Liability Company. If Developer and/or Contractor is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained by Developer and Contractor. If Developer and/or Contractor desire(s) additional coverages, the Developer and/or Contractor will be responsible for the acquisition and cost.
Insurance required of subcontractors. Developer and/or Contractor shall name subcontractor(s) as a named insured(s) under Developer and Contractor's insurance or Developer and Contractor will require each subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance with coverage at least as broad as in outlined in this Section 14, Insurance Required. The limits of coverage will be determined by Developer and/or Contractor. Developer and Contractor shall determine if subcontractor(s) must also provide any additional coverage or other coverage outlined in this Section 14, Insurance Required. Developer and/or Contractor is responsible for ensuring that each subcontractor has named the City as an additional insured where required and name the City as an additional insured under the Commercial General Liability on ISO form CG 2010 10 01 and CG 2037 10 01 for ongoing operation and completed operations on an endorsement form at least as broad and acceptable to the City. Developer and/or Contractor is also responsible for ensuring that each subcontractor has complied with the required coverage and terms and conditions outlined in this Section 14(B), Additional Requirements. When requested by the City, Developer and/or Contractor must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance.
C. City's Right to Modify Insurance Provisions. Notwithstanding any provisions in the Agreement to the contrary, the City's Risk Management Department maintains the right to modify, delete, alter, make exception, or change these requirements set forth in this insurance section, provided, that such insurance changes do not increase the above mentioned insurance requirements.
16 Damage to the Developer DWM Facility Work, Developer Storm Sewer Easement Areas or New Dedicated Roadways. Developer shall be responsible, at its sole cost and expense, for any damage to the Developer DWM Facility Work, Developer Storm Sewer Easement Areas, New Dedicated Roadways, or any improvements thereon caused by the entry onto or use of the Developer DWM Facility Work, Developer Storm Sewer Easement
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Areas or the New Dedicated Roadways by the Developer, Developer Parties, or the exercise of any of Developers rights hereunder. In the event of any such damage, Developer shall immediately notify City thereof, and thereafter Developer shall file a claim for reimbursement under its insurance policies required under the insurance provisions set forth herein. Developer shall use due care in exercising its rights under the Agreement.
17. Covenants Run with Land. All provisions of this Agreement, including the benefits and burdens, shall run with the land and are binding upon and inure to the benefit the City and Developer and their respective successors, transferees, and/or assigns having or acquiring any right, title or interest in or to any portion of, or interest or estate in, the Property or the various easement areas set forth in this Agreement. Whenever the Property or any interest in the Property is sold, conveyed or otherwise transferred, it shall be subject to all obligations of performance from and after the date of conveyance and this Agreement which shall apply to, bind and be obligatory to all present and subsequent owners, and their successors and/or assigns of the Property.
18. Severability. The provisions of this Agreement shall be severable and if any phrase, clause, section, subsection, paragraph, subdivision, sentence or provision is adjudged invalid or unconstitutional by a court of competent jurisdiction, or the applicability to any Developer is held invalid, this shall not affect or invalidate the remainder of any phrase, clause, section, subsection, paragraph, subdivision, sentence or provision of this Agreement.
19. Recordation. This Agreement shall be recorded by the Developer, within five (5) business days, or such time as agreed upon by both Parties, after the execution date of this Agreement as stated above among the deed records of the County Recorder's Office of the County of Cook, Illinois at the Developer's sole cost and expense. Recording of the Agreement shall constitute notice of the obligations of this Agreement and a covenant running with the land which shall be binding upon all of the successors, transferees and assigns in title to the Property.
20. Effective Date and Modification. This Agreement is effective upon the date of execution as stated at the beginning of this Agreement. This Agreement shall not be modified except by written instrument executed by the City and the Developer at the time of modification. Such modifications shall be effective upon the date of execution and shall be recorded by the Developer at its sole cost and expense.
21. General Provisions
a The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Cook.
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In the event of legal action occasioned by any default, inaction or action of the Developer, the City may seek all remedies available to it in law, in equity and under this Agreement. The Developer agrees to pay all costs incurred by the City in enforcing the terms of this Agreement, including reasonable attorney's fees, litigation expenses, including experts' fees and costs, administrative expenses, and other costs which shall become part ofthe lien against the Developer and/or Property.
No Third-Party Beneficiaries. The rights granted herein are intended solely for the benefit of the Parties hereto. No other person or entity shall have any rights hereunder nor may such person enforce any of the terms or be entitled to any of the benefits hereof.
Partial Invalidity. If any clause, sentence or other portion of this Agreement shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so the remaining portion hereof shall remain in full force and effect.
No Lien. Developer shall not permit any lien to stand against the Developer DWM Facility Work, New Dedicated Roadways, Developer Storm Sewer Easement Areas, or any improvements thereon for any labor or material in connection with work of any character performed on the Developer DWM Facility Work, New Dedicated Roadways and/or the Developer Storm Sewer Easement Areas at the discretion or sufferance of Developer.
Notices. All notices and other communications given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered on the first day following delivery to an overnight courier service or on the third day after deposit in the U.S. mail as registered or certified mail, return receipt requested, postage prepaid, as follows:
City of Chicago
Department of Water Management 1000 East Ohio Street Chicago, Illinois, 60611 Attn: Commissioner
City of Chicago,
Department of Law
Real Estate and Land Use Division
121 N. LaSalle, Room 600
Chicago, IL 60602
Attn: Joseph Cashman
Assistant Corporation Counsel
NP Avenue O, LLC
4825 NW 41st Street - Suite 500
Riverside, MO 64150
Attn General Counsel
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DLA Piper US LLP 444 West Lake Street Suite 900
Chicago, Illinois 60601
Attn: Rich Klawiter & Liz Butler
Addressees may be changed by the Parties by notice given in accordance with the provisions hereof.
24. Counterparts Signatures. 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.
IN WITNESS WHEREOF, City and Developer have caused this instrument to be executed and delivered as of the day and year first above written.
CITY DEVELOPER
CITY OF CHICAGO, an Illinois municipal corporation, by and through its Department of Water Management
By:
Name: Randy Conner
Title: Commissioner
NP AVENUE O, LLC,
a Missouri limited liability company
By:
Name:
Title:
20
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the said County and State aforesaid, do
hereby certify that , in his/her position as
of NP Avenue O, LLC, an Missouri 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 acknowledged that he/she signed and delivered said instrument as his/her own free and voluntary act and as the free and voluntary
act of said corporation, as of said , for the uses and purposes therein set
forth.
GIVEN under my hand and notarial seal this day of , 2020.
Notary Public
STATE OF ILLINOIS )
) SS
COUNTYOFCOOK )
I, , a Notary Public, in and for said County, in the
State aforesaid, do hereby certify that Randy Conner, the Commissioner of the City of Chicago, Department of Water Management personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Commissioner, respectively, appeared before me this day in person, and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said City of Chicago, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of , 2020.
Notary Public
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EXHIBITS
A PLAT OF SUBDIVISION
LEGAL DESCRIPTION OF PROJECT PROPERTY
DEVELOPER DWM FACILITY WORK
PLAT OF NO BUILD RESTRICTION
E DEVELOPER STORM SEWER FACILITIES AND PRIVATE OUTFALL SYSTEM
F CITY ACCESS EASEMENT AREAS
DEVELOPER STORM SEWER EASEMENT AREAS
DEVELOPER DWM FACILITY WORK SCHEDULE
I. FORM OF ANNUAL DEVELOPER OPERATION AND MAINTENANCE PLAN
Exhibit A Plat of Subdivision
Exhibit B
Legal Description of Project
Property
EXHIBIT B
NORTHPOINT'S AVENUE O INDUSTRIAL PARK - SUBDIVISION 1
PARCEL 1:
THAT PART OF THE SOUTHEAST QUARTER OF SECTION 19 AND THAT PART OF THE NORTHEAST QUARTER OF SECTION 30, ALL IN TOWNSHIP 37 NORTH, RANGE 15 EAST, OF THE THIRD PRINCIPAL MERIDIAN, COOK COUNTY, ILLINOIS, BEING BOUNDED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30 WITH THE WESTERN RIGHT OF WAY LINE OF S. AVENUE O, SAID RIGHT OF WAY BEING A 50 FOOT STRIP OF LAND RECORDED JUNE 25, 1930, AS DOCUMENT NUMBER 10690326 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID POINT LYING 50 FEET WEST OF THE NORTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 30; THENCE SOUTH 00 DEGREES 48 MINUTES 24 SECONDS EAST (BASIS OF BEARINGS - ILLINOIS STATE PLANE COORDINATES EAST ZONE (NAD83)) ALONG SAID WESTERN RIGHT OF WAY LINE OF S. AVENUE O, SAID LINE BEING PARALLEL WITH AND 50 FEET WESTERLY OF THE EAST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, A DISTANCE OF 341.52 FEET TO THE NORTHEASTERN CORNER OF LOT 9 IN CHICAGO MANUFACTURING CAMPUS SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 12, 2003, AS DOCUMENT NUMBER 0322410112 IN THE OFFICE OF THE COOK COUNTY RECORDER (THE FOLLOWING THREE (3) COURSES ARE ALONG THE BOUNDARY OF SAID CHICAGO MANUFACTURING CAMPUS SUBDIVISION PLAT); (1) THENCE SOUTH 89 DEGREES 09 MINUTES 10 SECONDS WEST 182.49 FEET; (2) THENCE SOUTH 00 DEGREES 50 MINUTES 50 SECONDS EAST 538.11 FEET; (3) THENCE NORTH 89 DEGREES 58 MINUTES 03 SECONDS WEST 1,258.99 FEET TO THE NORTHWESTERN CORNER OF LOT 7 IN THE AFORESAID CHICAGO MANUFACTURING CAMPUS SUBDIVISION, SAID POINT LYING ON THE EASTERN LINE OF THE 100 FOOT STRIP OF LAND GRANTED TO THE SOUTH CHICAGO AND SOUTHERN RAILROAD RECORDED DECEMBER 19, 1899, AS DOCUMENT NUMBER 2907147 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID LINE ALSO BEING THE WESTERN LINE OF THE 80 FOOT WIDE FORMERLY VACATED BURLEY AND BRANDON AVENUE AND RESERVATION OF EASEMENT TO THE CITY OF CHICAGO, THE METROPOLITAN SANITARY DISTRICT OF GREATER CHICAGO AND ILLINOIS BELL TELEPHONE COMPANY RECORDED MAY 2, 1968, AS DOCUMENT NUMBER 20477961 IN THE OFFICE OF THE COOK COUNTY RECORDER (THE FOLLOWING TWO (2) COURSES ARE ALONG THE WESTERN LINE OF SAID 80 FOOT RESERVATION OF EASEMENT STRIP; (1) THENCE NORTH 16 DEGREES 35 MINUTES 20 SECONDS EAST 254.83 FEET TO A POINT OF CURVATURE OF A CURVE BEING CONCAVE TO THE WEST; (2) THENCE NORTHERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 1,960.08 FEET AND AN ARC DISTANCE OF 462.42 FEET TO A POINT LYING 183 FEET SOUTH OF (MEASURED PERPENDICULAR TO) THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, SAID CURVE BEING SUBTENDED BY A CHORD BEARING OF NORTH 09 DEGREES 49 MINUTES 49 SECONDS EAST 461.35 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 16 SECONDS EAST ALONG A LINE PARALLEL WITH AND 183 FEET SOUTHERLY OF THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30 A DISTANCE OF 266.97 FEET TO A POINT ON THE EAST LINE OF THE WEST 247 FEET OF THE EAST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 30, THENCE NORTH 00 DEGREES 31 MINUTES 41 SECONDS WEST
ALONG SAID EAST LINE OF THE WEST 247 FEET OF THE EAST HALF OF THE NORTHEAST QUARTER OF SAID SECTION 30, A DISTANCE OF 150.01 FEET TO A POINT LYING 33 FEET SOUTH OF (MEASURED PERPENDICULAR TO) THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, THENCE NORTH 89 DEGREES 59 MINUTES 16 SECONDS WEST ALONG A LINE PARALLEL WITH AND 33 FEET SOUTHERLY OF THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30 A DISTANCE OF 183.26 FEET TO A POINT ON THE EASTERN LINE OF THE 80 FOOT WIDE DEDICATION FOR BURLEY AVENUE RECORDED JUNE 17, 1918, AS DOCUMENT NUMBER 6342629 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID POINT BEING ON A NON-TANGENT CURVE BEING CONCAVE TO THE WEST; THENCE NORTHERLY ALONG THE EASTERN LINE OF SAID BURLEY AVENUE AND ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 2,040.08 FEET AND AN ARC DISTANCE OF 1.27 FEET TO ITS POINT OF TANGENCY, SAID CURVE BEING SUBTENDED BY A CHORD BEARING OF NORTH 01 DEGREES 25 MINUTES 08 SECONDS WEST 1.27 FEET; THENCE CONTINUING ALONG THE EASTERN LINE OF SAID BURLEY AVENUE NORTH 01 DEGREES 26 MINUTES 12 SECONDS WEST 31.74 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, SAID POINT ALSO BEING THE SOUTHEASTERN CORNER OF THE 14 FOOT DEDICATION STRIP FOR BURLEY AVENUE RECORDED JUNE 17, 1918, AS DOCUMENT NUMBER 6342630 IN THE OFFICE OF THE COOK COUNTY RECORDER; THENCE NORTH 01 DEGREES 26 MINUTES 12 SECONDS WEST ALONG THE EASTERN LINE OF SAID BURLEY AVENUE 33.01 FEET TO A POINT LYING 33 FEET NORTHERLY OF (MEASURED PERPENDICULAR TO) THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 19, SAID POINT ALSO BEING THE SOUTHEASTERN CORNER OF THE 80 FOOT WIDE FORMERLY VACATED BURLEY AVENUE AND RESERVATION OF EASEMENT TO THE CITY OF CHICAGO, THE METROPOLITAN SANITARY DISTRICT OF GREATER CHICAGO AND ILLINOIS BELL TELEPHONE COMPANY RECORDED MAY 2, 1968, AS DOCUMENT NUMBER 20477960 IN THE OFFICE OF THE COOK COUNTY RECORDER (THE FOLLOWING TWO (2) COURSES ARE ALONG THE SOUTHERN AND WESTERN LINES OF SAID FORMER VACATED BURLEY AVENUE AND RESERVATION OF EASEMENT STRIP; (.1) THENCE NORTH 89 DEGREES 59 MINUTES 16 SECONDS WEST 80.03 FEET TO THE EASTERN LINE OF THE SOUTH CHICAGO AND SOUTHERN RAILROAD RECORDED MARCH 23. 1918, AS DOCUMENT NUMBER 6292041 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID LINE ALSO BEING THE WESTERN LINE OF THE 80 FOOT WIDE RESERVATION OF EASEMENT RECORDED MAY 2, 1968, AS DOCUMENT NUMBER 20477960 IN THE OFFICE OF THE COOK COUNTY RECORDER; 2) THENCE NORTH 01 DEGREES 26 MINUTES 12 SECONDS WEST ALONG THE WESTERN LINE OF SAID 80 FOOT WIDE RESERVATION OF EASEMENT STRIP 349.37 FEET; THENCE NORTH 88 DEGREES 33 MINUTES 48 SECONDS EAST PERPENDICULAR TO THE WESTERN LINE OF SAID 80 FOOT WIDE RESERVATION OF EASEMENT STRIP A DISTANCE OF 80.00 FEET; THENCE SOUTH 46 DEGREES 04 MINUTES 03 SECONDS EAST 99.63 FEET; THENCE NORTH 89 DEGREES 18 MINUTES 05 SECONDS EAST 133.55 FEET TO THE POINT OF CURVATURE OF A CURVE BEING CONCAVE TO THE SOUTH; THENCE EASTERLY ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 483.00 FEET AND AN ARC DISTANCE OF 150.40 FEET TO ITS'POINT OF TANGENCY, SAID CURVE BEING SUBTENDED BY A CHORD BEARING OF SOUTH 81 DEGREES 46 MINUTES 41 SECONDS EAST 149.79 FEET; THENCE SOUTH 72 DEGREES 51 MINUTES 28 SECONDS EAST 100.00 FEET TO THE POINT OF CURVATURE OF A CURVE BEING CONCAVE TO THE NORTH; THENCE EASTERLY ALONG SAID CURVE TO THE LEFT HAVING A RADIUS OF 417.00 FEET AND AN ARC DISTANCE OF 125.61 FEET TO ITS POINT OF TANGENCY, SAID CURVE SUBTENDED BY A CHORD BEARING OF SOUTH 81 DEGREES 29 MINUTES 13 SECONDS EAST 125.13
FEET; THENCE NORTH 89 DEGREES 53 MINUTES 02 SECONDS EAST 558.81 FEET; THENCE NORTH 44 DEGREES 31 MINUTES 18 SECONDS EAST 98.37 FEET TO A POINT ON THE AFORESAID WESTERN RIGHT OF WAY LINE OF S. AVENUE O; THENCE SOUTH 00 DEGREES 50 MINUTES 26 SECONDS EAST ALONG SAID WESTERN RIGHT OF WAY LINE 318 93 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS, CONTAINING 1,389,546 SQUARE FEET OR 31.900 ACRES MORE OR LESS.
TOGETHER WITH: PARCEL 2:
THAT PART OF THE NORTHEAST QUARTER OF SECTION 30, IN TOWNSHIP 37 NORTH, RANGE 15 EAST, OF THE THIRD PRINCIPAL MERIDIAN, COOK COUNTY, ILLINOIS, BEING BOUNDED AS FOLLOWS:
BEGINNING AT A POINT LYING 33.00 FEET SOUTHERLY OF (MEASURED PERPENDICULAR TO) THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, AND LYING 33.00 FEET EASTERLY OF (MEASURED PERPENDICULAR TO) THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30; THENCE SOUTH 89 DEGREES 59 MINUTES 16 SECONDS EAST (BASIS OF BEARINGS - ILLINOIS STATE PLANE COORDINATES EAST ZONE (NAD83)) ALONG A LINE PARALLEL WITH AND 33 FEET SOUTHERLY OF THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30, SAID LINE ALSO BEING THE SOUTHERN RIGHT OF WAY LINE OF THE 33 FOOT STRIP OF LAND DEDICATED FOR E. 122nd STREET RECORDED JULY 2, 1897, AS DOCUMENT NUMBER 2559612 IN THE OFFICE OF THE COOK COUNTY RECORDER, A DISTANCE OF 1,160.48 FEET TO A POINT ON THE WESTERN LINE OF THE SOUTH CHICAGO AND SOUTHERN RAILROAD PROPERTY RECORDED DECEMBER 19, 1899, AS DOCUMENT NUMBER 2907147 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID POINT LYING 100 FEET WESTERLY OF (MEASURED PERPENDICULAR TO) THE WESTERN LINE OF THAT 80 FOOT STRIP FORMERLY DEDICATED FOR BURLEY AVENUE RECORDED JUNE 17, 1918, AS DOCUMENT 6342629 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID POINT LYING ON A NON-TANGENT CURVE BEING CONCAVE TO THE WEST; THENCE SOUTHERLY ALONG THE WESTERN LINE OF SAID SOUTH CHICAGO AND SOUTHERN RAILROAD PROPERTY AND ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1,860.08 FEET AND AN ARC DISTANCE OF 583.54 FEET TO ITS POINT OF TANGENCY, SAID CURVE BEING SUBTENDED BY A CHORD BEARING OF SOUTH 07 DEGREES 36 MINUTES 05 SECONDS WEST581.15 FEET; THENCE CONTINUING ALONG THE WESTERN LINE OF SAID SOUTH CHICAGO AND SOUTHERN RAILROAD PROPERTY SOUTH 16 DEGREES 35 MINUTES 20 SECONDS WEST 160.63 FEET TO THE NORTHEASTERN CORNER OF LOT 4 IN CHICAGO MANUFACTURING CAMPUS SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 12, 2003, AS DOCUMENT NUMBER 0322410112 IN THE OFFICE OF THE COOK COUNTY RECORDER; THENCE NORTH 30 DEGREES 07 MINUTES 15 SECONDS WEST ALONG A NORTHEASTERN LINE OF SAID LOT 4, A DISTANCE OF 334.47 FEET; THENCE NORTH 89 DEGREES 58 MINUTES 03 SECONDS WEST ALONG THE NORTHERN LINE OF SAID LOT 4 AND ITS WESTERLY EXTENSION THEREOF A DISTANCE OF 865.01 FEET TO THE EASTERN RIGHT OF WAY LINE OF THE 66 FOOT WIDE STRIP OF LAND DEDICATED FOR S. CARONDOLET AVENUE RECORDED JULY 2, 1897, AS DOCUMENT NUMBER 2559612 IN THE OFFICE OF THE COOK COUNTY RECORDER, SAID POINT LYING 33 FEET EASTERLY OF (MEASURED PERPENDICULAR TO) THE WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30; THENCE NORTH 00 DEGREES 38 MINUTES 08 SECONDS WEST ALONG SAID EASTERN RIGHT OF WAY LINE OF S CARONDOLET AVENUE 440.47 FEET TO THE POINT OF BEGINNING, IN
COOK COUNTY, ILLINOIS, CONTAINING 541,398 SQUARE FEET OR 12.429 ACRES, MORE OR LESS, CONTAINING IN ALL 1,930,944 SQUARE FEET OR 44.329 ACRES, MORE OR LESS.
Exhibit C Developer DWM Facility Work
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Exhibit F
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Exhibit H
Developer DWM Facility Work
Schedule
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February 17. 2020 June 1.2020
Exhibit I
Form of Annual Developer Annual Operation and Maintenance Plan
EXHIBIT I - FORM OF ANNUAL DEVELOPER OPERATION AND MAINTENANCE PLAN
ICS
Owner Operation and Maintenance (O&M) Practices for Detention Basin and BMP Faeilitk
O&M Plan procedures and practices shall be reviewed and assessed annually.
Access routes including roadways and sidewalks shall be inspected annually and maintained as needed.
Drainage structures and/or flow restrictors shall be inspected and cleaned semi-annually.
Volume control BMPs shall be inspected semi-annually and after significant rainfall events exceeding 1.5 inches.
The owner shall keep an updated log book documenting the performance ofthe required O&M activities for perpetuity. Log books shall be produced upon the request of a city inspector. The logbook shall note all inspection dates, facility components inspected and any maintenance performed and repairs made.
Vegetation shall be maintained on a regular basis.
Pest control measures shall be implemented to address insects and rodents.
Signage shall be installed and maintained where necessary to protect property and the public.
All maintenance practices shall also be in conformance to IEPA and other permitting agencies (MWRD, USACK, etc.).
Maintenance Guidelines - Activity Schedule
As Needed:
Remove sediment from basin
Monthly:
Remove litter and debris
Clear leaves and debris from overflow
Inspect soil and repair eroded areas
Quarterly:
Inspect inlet pipc(s) and outlet control structure for clogging after every storm greater than one inch
Remove trash and debris Remove invasive plants
Fertilize, tlethatch. and condition soil of grassed areas Inspect trees/shrubs to evaluate health Mow/trim detention basin vegetation
Once Per Year:
Inspect storage area to ensure thai encroachments or renovations do not reduce available storage
Mail - Sandra Foreman - Outlook
NW 4>« Street, Slk §00
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#1 NP AVENUE 0, LLC
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: NP Avenue O, LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
fx ] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party
Telephone: (630)258-5299 _ Fax:
Name of contact person: Tom George
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision/dedication application for property generally located at 118th and Avenue 0
G. Which City agency or department is requesting this EDS? UL)UI
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification U Vor.ZOIS-l
and Contract '/ i'agc 1 oi' 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OE THE DISCLOSING PARTY
I. Indicate the nature ofthe Disclosing Pi
[ 1 Person
[ J Publicly registered business corporation
[ ] Privately held business corporation
[ j Sole proprietorship
[ ] General partnership
[ J Limited partnership
[ J Trust
[xj Limited liability company
[ ] Limited liability partnership
[ j Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ j Yes [ j No
[ J Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Missouri
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ j Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which arc legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title NPD Management, LLC Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 15
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Please see attached Schedule A.
SECTION III ~ INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x ] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x | No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [x]No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/doniestie partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), 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 ofthe fees paid or estimated to be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If Ihe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
444 West Lake street, Suite not an acceptable response.
DLA Piper LLP - retained 9^0;.ChlCa9.OJ^0_6°6.. Attorney $20,000.00 (estimated.).
1333 Butterfield Rd. Suite 300,
Jacob & Hefner Associates, Inc. - retained Downers Grove, IL 60515 Subcontractor $20,000.00 (estimated)
(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 MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes £ ] No [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ 1 No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.J In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity | see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
l>a<;c4of 15
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years befor e 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;
arc 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 subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
o 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 Parly, 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 lo do business with federal or stale 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;
o any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
YYrJOIX-!
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor daring the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe 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;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of. or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or'deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with Ihe Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
contractor/subcontractor that docs not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
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.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. 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 $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
Paiie 7 of 15
If the Disclosing Party is unable lo make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, docs 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 ent ity 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), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name 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 ofthe 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?
t I Yes
3. If you checked "Yes" to Item D( 1), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Nature of Financial Interest
4. The Disclosing Parly further certifies that no prohibited financial interest in the Matter will be acquired by any Cily 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 (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or 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, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Parly has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( I) above for his or her lobbying activities or to pay any
person or entity 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
Vlt.20IS-I I'atic 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or lo extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy 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) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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 Applieant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ]Yes [ ]No
Flave you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ | Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes | | No
If you checked "No" to question (I ) or (2) above, please provide an explanation:
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
A. The cert ifications, 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.
13. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current, ln the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 1 I of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
NP Avenue O, LLC
By: NPD Management, LLC, its Manager
(Print or type exact legal name of Disclosing Party)
By:
(Sign here)
int or type name of person signing)
(Print or type name of person signing)
WiCinMzr
(Print or typ^Stle of person signing)
Signed and sworn to before me on (date)
Notary Public
County, /TQlS^ptU-' (state).
Commission expires:
¦ m, a in m .turn*.
LISA L BEASLEY Notary Public - Notary Seal Platte County - State ol'Missouri Commission Number 19497557 ! mv Commission Expire* S«P 10»
Page 12 of 15
(DO NOT SUBMIT THIS PAGE WITH YOUR EDS. The purpose of this page is for you to recertify your EDS prior to submission to City Council or on the date of closing. If unable to recertify truthfully, the Disclosing Party must complete a new EDS with correct or corrected infonnation)
RECERTIFICATION
Generally, for use with City Council matters. Not for City procurements unless requested.
This recertification is being submitted in connection with the subdivision and dedication for property generally located at 118th and Avenue 0. Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS recertification on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in the Disclosing Party's original EDS are true, accurate and complete as ofthe date furnished to the City and continue to be true, accurate and complete as of the date of this recertification, and (3) reaffirms its acknowledgments.
NP Avenue O. LLC
(Print or type legal name of Disclosing Party) By: NPD Management, LLC, its Manager
(sign here)
Print or type name of signatory: Title of signatory:
[state].
I HEATHER R. PFENDER
, Notary Public - Notary Seal
Clay County • State of- Missouri ' Commission Number 15633571 < My Commission Expires Feb 24, 2023
Vcr . 11-(11-05
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 Applieant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners of the 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 ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x]No
If yes, please identify below (I) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 n I" 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFr LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only'an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem'landlord pursuant to MCC Section 2-92-416?
[ ] Yes [x | No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
I'duc 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor1' as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1).
If you checked "no" to the above, please explain.
SCHEDULE A
SCHEDULE OI OWNERSHIP INTERESTS IN NP AVENUE O, LLC
Name Business Address Percentage Interest in Applicant
NH35-FDC" Chicago LLC 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 81.7979% Direct Interest
NP Partners 2018, LLC 4825 NW 41 st Street, Suite 500 Riverside, MO 64150 12.1730% Direct Interest
Richard M. Schulze Revocable Trust u/a dated June 14, 2001 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
Richard M. Schulze 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
*Remaining ownership interests held by entities or individuals holding less than 7.5%
#2 NP PARTNERS 2018, LLC
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: NP Partners 2018. LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ | the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: NP Avenue O, LLC
OR ~~ "
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: 4825 NW41st Street, Suite 500
Riverside, MO 64150
Telephone: (630) 258_-5299_ Fax: Email: tgeorge@northpointkc.com
Name of contact person: Tom George
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location ol property, if applicable):
Subdivision/dedication application for property generally located at 118th and Avenue 0
G. Which City agency or department is requesting this EDS? CDOT
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification it _ _ and Contract #
SECTION II ~ DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OFTHE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Pi
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
ly:
[x] Limited liability company
[ ] Eimited 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: Missouri
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title NPD Management, LLC Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of 1.5
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Please see attached Schedule A.
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x] No
Does the Disclosing Party reasonably expect lo provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x | No
If "yes" to cither ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No
If "yes," please identify below the namc(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x] Check 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 MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Ffas any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [x] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any A HI Mated E-ntily [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited lo, water and sewer charges, license fees, parking tickets, properly taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment of any lax administered by the Illinois Department of Revenue
Page 4 of 15
The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certifications (5), (6) and (7) concern:
° the Disclosing Party;
» any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); » any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
° any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor orany Affiliated Emily (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe 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;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (I) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [sec MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, , any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement fordoing business with the City. NOTE: If MCC Chapter 1-23, Article 1 applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONI.Y| The Applieant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance lo those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Vcr.20! S -l Page 6 nf'15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason lo believe has not provided or cannot provide truthful certifications.
1 1. Ifthe Disclosing Parly is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
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.
12. 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 date of this EDS, an employee^ or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None
13.To the best 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 $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ) is [xj is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge thai none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
I'iigc 7 of 15
Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined' in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, docs any official or employee 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 [x] No
NOTE: If you checked "Yes" to Item D( I), proceed to Items D(2) and D(3). If you checked "No" to Item D( l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power docs not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Properly Sale?
[ ] Yes f ] No
If you checked "Yes" to Item D( I), provide the names and business addresses of the City officials or employees having such financial interest, and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies thai no prohibited financial interest in the Matter will be acquired by any Cily official or employee.
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E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please cheek 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 (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
__x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: Ifthe Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: ( Add sheets if necessary):
(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, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( I) above for his or her lobbying activities or to pay any
person or entity to influence or attempt lo influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Vcr.2018-1 1'aiic 9 of 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy 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) 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," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Flave you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes | | No | ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| ] Yes [ | No
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this HDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material tact 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 ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of In formation 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. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject lo MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-1 54-020.
Patu: 11 oi' 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
NP Partners 2018, LLC
By: NPD Management, LLC, its Manager
(Print or type exact legal name of Disclosing Party)
By:
(Sign here)
(Print or type name of person signing)
OUL/MOfr
(Print or type title of person signing)
Signed and sworn to before me on (date)
at County, (state).
¦v Public t
Notary Public
HEATHER R. PFENDER Notary Public - Notary Seal Clay County - State of Missouri Commission Number 15633521 My Commission Expires Feb 24, 202 3
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(DO NOT SUBMIT THIS PAGE WITH YOUR EDS. The purpose of this page is for you to recertify your EDS prior to submission to City Council or on the date of closing. If unable to recertify truthfully, the Disclosing Party must complete a new EDS with correct or corrected information)
RECERTIFICATION
Generally, for use with City Council matters. Not for City procurements unless requested.
This recertification is being submitted in connection with the subdivision and dedication for property generally located at 118th and Avenue O. Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS recertification on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in the Disclosing Party's original EDS are true, accurate and complete as of the date furnished to the City and continue to be true, accurate and complete as of the date of this recertification, and (3) reaffirms its acknowledgments.
NP,Partners2018, LLC Date: S- 1Cfl>ZZ>
(Print or type legal name of Disclosing Party) By: NPD Management, LLC, its Manager
p _
(sign here)
Print or type name of signatory: Title of signatory:
Notary Public.
//foe, 1 j ZOIO , by t~PF*- County, /ylO
HEATHER fi. PFENOER Notary Public - Notary Seal Clay County - State of Missouri Commission Number 1 563352 1 My Cominiialon Explrti F»b 24, 2Q2J
Vei. 11-01-1)5
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVI T
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any 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 (I) all executive officers ofthe Disclosing Party listed in Section TLB. I .a., ifthe 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 ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5%) ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [xj 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 ofthe elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OP CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFI LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (IV) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [x ] No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No | xj The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "'contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on ; Cily premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ JYes
[ ]No
[x] N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
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SCHEDULE A
SCHEDULE OE OWNERSHIP INTERESTS IN NP AVENUE O, LLC
Name Business Address Percentage Interest in Applicant
NH35-FDC Chicago LLC 6600 Prance Avenue S., Ste. 550, Minneapolis, MN 55435 81.7979% Direct Interest
NP Partners 2018, LLC 4825 NW 41st Street. Suite 500 Riverside, MO 64150 12.1730% Direct Interest
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733%. Indirect Interest
Richard M. Sehulze 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
Remaining ownership interests held by entities or individuals holding less than 7.5%
#3 NPD MANAGEMENT, LLC
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SEC HON I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this HDS. Include d/b/a/ if applicable: NPD Management, LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking lo which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
•3. [x] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control: NP Avenue O, LLC
Business address ofthe Disclosing Party: 4825 NW41st Street, Suite 500
Riverside, MO 64150
Telephone: (630) 258-5299 pax: Email: tgeorge@northpointkc.com
Name of contact person: Tom George
Federal Employer Identification No. (if you have one): '
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision/dedication application for property generally located at 118th and Avenue O
G. Which City agency or department is requesting this EDS?
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification U _ and Contract it
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
I. Indicate the nature ofthe Disclosing Pc
[ ] Person
[ ] Publicly registered business corporation
[ J Privately held business corporation
[ J Sole proprietorship
[ ] General partnership
[ j Limited partnership
[ ] Trust
[x] Limited liability company
[ J Limited liability partnership
[ ] Joint venture
[ J Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ I Yes [ | No
[ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Missouri
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title Nathaniel Hagedorn Manager
Chad Meyer Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
IV.;:,- 2 ol' 15
]
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, slate "None." 1
NOTE: Each legal entity listed below may be required to submit aniEDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Please see attached Schedule A.
i I
SECTION III INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS I
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? ¦ [ ] Yes [x] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ ] Yes [x]No
i
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s),and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No ~ :
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interesl(s).
SECTION IV « DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
i
The Disclosing Party must disclose the name and business address ofieach subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of ihe relationship, and the total amount ofthe fees paid or'eslimaled to be paid. The Disclosing Party is not required to disclose employees who arc paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether aldisclosurc is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure. ,
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Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[xj Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [x] No [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are nol delinquent in the payment of any line, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
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The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section II(H)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust stattites; 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 subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
e 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 ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Neither the Diselosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;'
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
.d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List, maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY) The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent ofthe City, use any such
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
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.
12. 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 date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Parly certifies that the Disclosing Party (check one)
[ ]'s IXI's ,lot
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
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If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, 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), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name 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.
Docs the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D( 1), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature ofthe financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please cheek either (I) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: 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
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(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 Parly means thai NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt, to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
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of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy 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) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in wrriting at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (Sec 41 CFR Part 60-2.)
[ ]Ycs [ ]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?
f ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[JYes [JNo
If you checked "No" to question (1) or (2) above, please provide an explanation:
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SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and arc material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.ora/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (3 12) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter I -23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
NPD Management, LLC
(Print or type exact legal name of Disclosing Party)
By:
(Sign here)
Movant _J ^(MLcicy-t(Print or type name of person signing)
(Print or typgAitle of person signing)
Signed and sworn to before me on (date) )-_i>f ixtLfjj , <£&Q at Y\UttX> County, iY)fNotary
'Ml
Commission expires:
LISA L BEASLEY Notify Public • Notary Seal Watte County - State of Missouri Commission Number 19497557 My Commission Expires Sep 10, 2023
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(DO NOT SUBMIT THIS PAGE WITH YOUR EDS. The purpose of this page is for you to recertify your EDS prior to submission to City Council or on the date of closing. If unable to recertify truthfully, the Disclosing Party must complete a new EDS with correct or corrected infonnation)
RECERTIFICATION
Generally, for use with City Council matters. Not for City procurements unless requested.
This recertification is being submitted in connection with the subdivision and dedication for property generally located at 118th and Avenue O. Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS recertification on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in the Disclosing Party's original EDS are true, accurate and complete as of the date furnished to the City and continue to be true, accurate and complete as ofthe date of this recertification, and (3) reaffirms its acknowledgments.
NPD Management, LLC
(Print or type legal name of Disclosing Party) By:
(sign here) Print or type name of signatory:
Title of signatory:
[state].
Notary Public.
-*^__^iiHEATHER R. PFENDER Notary Public - Notary Seal Clay County ¦ State of Missouri Commission Number 15633521 My Commission Expires Feb 24, 2023
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., ifthe Disclosing Party is a coiporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Docs the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ I Yes [x] No
If yes, please identify below (1) the name and title of such person. (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [x ] No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.
3. If yes to (I) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, T hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ ]No
[x] N/A 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l).
If you checked "no" to the above, please explain.
SCHEDULE A
SCHEDULE OF OWNERSHIP INTERESTS UN NP AVENUE O, LLC
Name Business Address Percentage Interest in Applicant
NH35-FDC Chicago LLC 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 81.7979% Direct Interest
NP Partners 2018, LLC- 4825 NW 41st Street, Suite 500 Riverside, MO 64150 12.1730% Direct Interest
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
Richard M. Sehulze 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
*Remaining ownership interests held by entities or individuals holding less than 7.5%
IAS I •!< i
#4 NH35-FDC CHICAGO LLC
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: NH35-FDC Chicago LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: NP Avenue O, LLC
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section Il(B)(I)) State the legal name of the entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 6600 France Avenue S Ste. 550.
Minneapolis, MN 55435
C Telephone" 952-324-8905 pax- 952-324-8999 Email' kevinb@olympusventures.com
Name of contact person: Kevin s- Bergman
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision/dedication application for property generally located at 118th and Avenue 0
G. Which City agency or department is requesting this EDS? ^ _ _
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification U
Ver.201K-l
and Contract //
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SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
[xj Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit coiporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ J Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
, 1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, Ihe trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf. Name Title
The Richard M. Sehulze Revocable Trust u/a dated June 14, 2001 Manager Richard M. Sehulze President
Kevin S.Bergman Vice President and Secretary
Joseph S. Langel Vice President and Treasurer
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a coi poration, partnership interest in a partnership or joint venture, interest of a member or manager in a
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limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applieant
Please see attached Schedule A.
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x ] No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [x]No
If "yes," please identify below the name(s) of such City elected offieial(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with Ihe Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business Relationship to Disclosing Parly Fees (indicate .whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x] Cheek here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
f ] Yes [x] No [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Parly nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited lo, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in (he payment of any tax administered by the Illinois Department of Revenue.
l';i)_:c 4 of 15
The Disclosing Party and, ifthe Disclosing Parly is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
o 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 ihe 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 ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant lo the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any A Hi Mated Entity of either the Disclosing Parly or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe 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;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of. or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applieant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or lo be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
I 1. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
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.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. 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 $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [xj is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
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Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
I. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, docs any official or employee 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( I), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
f ] Yes
3. If you checked "Yes" to Item D( 1), provide the,names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 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 verities that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names 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 ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or 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, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Parly has not spent and will not expend any federally appropriated funds to pay-
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity lo 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
Vci-.201N-I Page 9 ol' 15
of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit: an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy 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) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration 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 proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ 1 Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (Sec 41 CFR Part 60-2.)
[ ] Yes [ ] No
Flave you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ | Yes f ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
I I Yes [ J No
If you checked "No" to question (I) or (2) above, please provide an explanation:
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract, or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
\\\oc 1 1 ol' 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
NH35-FDC Chicago, LLC
(Print or type exact legal name of Disclosing Party)
(Sign here)
(Print or type name of person signingV"
\TP__y
(Print or type title of person signing)
at
Signed and sworn to before me on (date) Ma,«-c.k 2, 2Q2x> County, ft- (state).
iiS« MARY BrrH GE,ER
¦^^Sft Noury Public - State of Florida .-.jNji/ Commission » GG 333993 ^Spffi' My Comm. Expires May 26. 2023 ''""Bonded through National Notary Msr.
Page 12 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute (his HDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
NH35-FDC Chicago. LLC
(Print or type exact legal name of Disclosing Party)
(Print or type title of person signing)
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
Paye 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II. B. 1 .a., ifthe Disclosing Party is a coiporation; 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 ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
| J Yes |x ] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFI LAVV/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ]Ycs |x |No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a ''contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.arnlcgal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385. I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ .1 Yes [ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(e)( 1).
If you checked ''no" to the above, please explain.
SCHEDULE A
SCHEDULE OF OWNERSHIP INTERESTS IN NP AVENUE O, LLC
Name Business Address Percentage Interest in Applicant
NH35-J DC Chicago LLC 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 81.7979% Direct Interest
NP Partners 2018, LLC 4825 NW 41st Street, Suite 500 Riverside, MO 64150 12.1730% Direct Interest.
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
Richard M. Sehulze 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
*Rernaining ownership interests held by entities or individuals holding less than 7.5%
#5 RICHARD M.SCHULZE REVOCABLE TRUST U/A DATED JUNE 14, 2001, AS AMENDED
CITY Ol 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: Richard M. Sehulze Revocable Trust u/a dated June 14, 2001,' as amended
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: NP Avenue O LLC
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 6600 France Avenue S., Ste. 550,
Minneapolis, MN 55435
C Telephone' 952-324-8900 pax- 952-324-8999 Email' kevinb@olympusventures.com
Name of contact person: Richard M. Sehulze
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision/dedication application for property generally located at 118th and Avenue O
G. Which City agency or department is requesting this EDS? coot
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification •'/ and Contract it-
Vcr.20!S-l Page I of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OE IHE DISCLOSING PARTY
I. Indicate the nature ofthe Disclosing Party:
[ ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ J Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ J Yes [ ] No
[x] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Florida
For legal entities not organized in the State of Illinois: Flas the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title Richard M. Sehulze Trustee
Elliot S. Kaplan Trustee
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
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limited liability company, or interest ol'a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf
Name Business Address . Percentage Interest in the Applicant
Please see attached Schedule A.
SECTION £11 - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x ]No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official (s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes [x]No
If "yes," please identify below the namc(s) of such City elected official(s) and/or spouse(s)/domestic partncr(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC' Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Mailer, as well as ihe nature of (he relationship, and the total amount ofthe fees paid or estimated lo be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must cither ask the City whether disclosure is required or make the disclosure.
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Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x| 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 MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes fx] No [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only ifthe Matter isa contract being handled by the City's Department of Procurement Services.] In the 5 -year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative,~or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the paymeni of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, properly taxes and sales laxes, nor is the Disclosing Parly delinquent in the payment of any tax administered by the Illinois Department of Revenue.
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The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
o 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 ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years > before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Dcbarmcnt Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting, with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce. State, or Treasury, or any successor federal agency.
S. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter I -23, Article I applies lo the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
| FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance lo those in Certifications (2) and (9) above and will not. without the-prior written consent ofthe City, use any such
contractor/subcontractor that docs not provide such certifications or that the Applicant has reason lo believe has not provided or cannot provide truthful certifications.
11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
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.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13, 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 $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
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Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee 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), skip Items D(2) and D(3) and proceed to Part E.
2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any properly 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 ofthe 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.
Docs the Matter involve a City Property Sale?
[ ] Yes
3. If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Mailer will be acquired by any Cily official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party-must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the Cily in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, il will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of Ihe Disclosing Parly with respect to the Matter.)
2. The Disclosing Parly has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( I) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
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of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A( 1) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) 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," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
Ifthe Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ 1 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 [ ] No \ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ | Yes ' ! j No
If you checked "No" to question (I) or (2) above, please provide an explanation:
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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article 1 (imposing PERMANENT INELIGIBILITY for certain'specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this HDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
(Print or type name of person signing)
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001, as amended (PrinLffftype exact legal name flffljsclosing Parly)
Trustee
(Print or type title of person signing)
Signed and sworn to before me on (date)
County,
Notary Public
Commission expires:
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CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001, as amended (Print/
Trustee
(Print or type title of person signing)
Signed and sworn to before me on (date) fAiutk. 1 Zom
FL- (state).
Commission expires: M
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any 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. 1 .a., ifthe Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership: all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (I) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFI LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant orany Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
f ] Yes fx | No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No fx] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. .1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
UNo
[x] N/A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385 This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
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SCHEDULE A
SCHEDULE OF OWNERSHIP INTERESTS IN NP AVENUE O, LLC
Name Business Address Percentage Interest in Applicant
NH35-FDC Chicago LLC 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 81.7979% Direct Interest
NP Partners 2018, LLC 4825 NW 41 st Street, Suite 500 Riverside, MO 64150 12.1730% Direct Interest
Richard M. Sehulze Revocable Trust u/a dated June 14, 2001 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
Richard M. Sehulze 6600 France Avenue S., Ste. 550, Minneapolis, MN 55435 70.6733% Indirect Interest
"Remaining ownership interests held by entities or individuals holding less than 7.5%
!-v-1 tw-'ijji.vi