OFFICE OF
THE MAYOR
CHICAGO
CITY OF
RAHM EMANUEL
MAYOR
January 17, 2013
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request of the Commissioner of Housing and Economic Development, I transmit herewith an ordinance authorizing the execution of a redevelopment agreement and loan agreement for Hope Manor II Apartments. |
Your favorable consideration of this ordinance will be appreciated.
Very truly yours,
ORDINANCE
WHEREAS, the City of Chicago (the "City"), a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois, has heretofore found and does hereby find that there exists within the City a serious shortage of decent, safe and sanitary rental housing available to persons of low and moderate income; and
WHEREAS, the City has determined that the continuance of a shortage of affordable rental housing is harmful to the health, prosperity, economic stability and general welfare of the City; and
WHEREAS, the City has certain funds available from a variety of funding sources ("Multi-Family Program Funds") to make loans and grants for the development of multi-family residential housing to increase the number of families served with decent, safe, sanitary and affordable housing and to expand the long-term supply of affordable housing, and such Multi-Family Program Funds are administered! by the City's Department of Housing and Economic Development ("HED"); and
WHEREAS, HED has preliminarily reviewed and approved the making of a loan to Hope Manor II Veterans Housing, LP., an Illinois limited partnership (the "Borrower"), of which the sole general partner is Hope Manor II VOA Veterans Housing LLC, an Illinois limited liability company (the "General Partner"), of which Volunteers of America of Illinois ("VOA IL"), an Illinois not for profit corporation, and Volunteers of America National Services, a Minnesota nonprofit corporation, are the sole members, in an amount not to exceed $1,913,000 (the "Loan"), to be funded from Multi-Family Program Funds pursuant to the terms and conditions set forth in Exhibit A attached hereto and made a part hereof; and
WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council") on June 27, 2001 and published at pages 61850 through 62030 in the Journal of the Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project (the "Redevelopment Plan") for the Englewood Neighborhood Tax Increment Redevelopment Project Area (the "Redevelopment Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); and I
WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001 and published at pages 62031 through 62042 in the Journal of such date, the Redevelopment Area was designated as a redevelopment project area pursuant to the Act; and
WHEREAS, pursuant to an ordinance adopted by the City Council on June 27, 2001 and published at pages 62042 through 62055 in the' Journal of such date, tax increment financing was adopted pursuant to the Act as a means of| financing certain Redevelopment Area redevelopment project costs (as defined in the ^\ct) incurred pursuant to the Redevelopment Plan; and
WHEREAS, the Redevelopment Plan and the use of tax increment financingprovide a mechanism to support new growth through leveraging private investment, and helping to
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finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Redevelopment Area; andl
WHEREAS, the Borrower, General Partner and VOA IL will undertake the Project (as hereinafter defined) in accordance with the Redevelopment Plan and pursuant to the terms and conditions of the Redevelopment Agreement (as hereinafter defined), and also in accordance with that certain Planned Development authorized by the City Council on October 31, 2012 and published at pages 38572 through 38597 in the Journal of such date, with such Project to be financed in part by certain pledged incremental taxes deposited from time to time in the Special Tax Allocation Fund for the Redevelopment Area (the "Fund") pursuant to Section 5/11-74.4-8(b) of the Act, as amended (65 ILCS 5/11-74.[4-1 et seq.); and
WHEREAS, the City owns certain vacant parcels of real property totaling approximately 2.33 acres and located within the Redevelopment Area, that are commonly known as 6000-6018 S. Halsted Street, 6000-6036 S. Green Street, 6001-6025 S. Green Street and 801-845 W. 60th Street, Chicago, Illinois, (collectively, the "Property"), which is legally described on Exhibit B attached hereto (subject to final title commitment and survey); and
WHEREAS, the appraised fair market value ("Fair Market Value") of the Property is approximately Five Hundred Twenty Thousand Dollars ($520,000), which Fair Market Value is based on the assumption that there are no adverse environmental conditions affecting the Property; and
WHEREAS, the Borrower proposes to develop affordable housing on the Property and surface parking to serve such affordable housirjig (the "Project," as further described inExhibit A attached hereto); and '
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WHEREAS, the Project is consistent with the Redevelopment Plan; and
WHEREAS, the General Partner has offered to purchase the Property from the City for One Dollar ($1.00) per City parcel, totaling Thirty-Three Dollars ($33.00), which is a Five Hundred Nineteen Thousand Nine Hundred Sixty-Seven and no/100 Dollars ($519,967.00) land write-down from the Fair Market Value, and the City is willing to sell the Property to the General Partner on the condition that the General Partner thereafter promptly convey title to the Property to the Borrower by either a capital contribution or sale; and
WHEREAS, HED published notice on three (3) separate dates - November 19, November 26 and December 3, 2012 - each requesting alternative proposals for the redevelopment of the Property, and provided a reasonable opportunity for other persons to submit alternative bids or proposals; and |
WHEREAS, no alternative proposals were received by the deadline indicated in the aforesaid notices; and
WHEREAS, by resolution adopted on November 13, 2012 as Resolution No. 12-CDC-42, the Community Development Commission of the City of Chicago authorized HED to advertise its intention to enter into a negotiated 'sale with the General Partner for the redevelopment of the Property, approved HED's request to advertise for alternative proposals,
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approved the sale of the Property to the General Partner as no alternative proposals had been received, recommended that the Borrower and General Partner be designated as the developer for the Project, and recommended that HED be authorized to negotiate, execute and deliver on behalf of the City a redevelopment agreement jwith the Borrower and General Partner for the
Project (the "Redevelopment Agreement"); now, therefore,
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The above recitals are expressly incorporated in and made a part of this ordinance as though fully set forth herein.
SECTION 2. Upon the approval and availability of the Additional Financing as shown in Exhibit A hereto, the Commissioner of HED (thje "Commissioner") and a designee of the Commissioner (collectively, the "Authorized Officer") are each hereby authorized, subject to approval by the Corporation Counsel, to enter into and execute such agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the implementation of the Loan. The Authorized Officer is hereby authorized, subject to the approval of the Corporation Counsel, to negotiate any and all terms and provisions in connection with the Loan which do not substantially modify the terms described inExhibit A hereto. Upon the execution and receipt of proper documentation, the Authorized Officer is hereby authorized to disburse the proceeds of the Loan to the Borrower.
SECTION 3. The sale of the Property to the General Partner for One Dollar ($1.00) per City parcel, totaling Thirty-Three Dollars ($33.00), is hereby approved, subject to the terms of the Redevelopment Agreement described in the Recitals hereof and to the Borrower and General Partner's execution, delivery and recording of the Redevelopment Agreement.
SECTION 4. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, one or more quitclaim deeds conveying the Property to the General Partner, subject to the Borrower and General Partner's execution of and compliance with the terms and conditions of the Redevelopment Agreement.
SECTION 5. The Borrower and the General Partner are together hereby designated as the developer for the Project pursuant to Section 5/11-74.4-4 of the Act.
SECTION 6. The Mayor of the City or a designee of the Mayor, and the Authorized Officer, are each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement in substantially the form attached hereto as Exhibit C and made a part hereof, and such other supporting documents as may be necessary to| carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement, with such execution by the Mayor, Commissioner or Authorized Officer to constitute conclusive evidence of the City's approval of any changes or revisions from the form of Redevelopment Agreement attached to this ordinance. |
SECTION 7. The City Council hereby finds that the City is authorized to pay $3,000,000 from Incremental Taxes deposited in the Fund (the "Excess Incremental Taxes") as
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the City Funds (as defined in the Redevelopment Agreement) to finance a portion of the eligible costs included within the Project. The City is authorized to pay from Excess Incremental Taxes an amount not to exceed $3,000,000 as the City Funds as set forth in the Redevelopment Agreement, and such City Funds are hereby appropriated for the purposes set forth in this paragraph.
SECTION 8. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code of Chicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance. Section 2-45-110 of the Municipal Code of Chicago shall not apply to the Project or the Property.
SECTION 9.
approval.
This ordinance shall be effective as of the date of its passage and
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EXHIBIT A
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BORROWER: Hope Manor II Veterans Housing, L.P., an Illinois limited partnership, of which the sole general partner is Hope Manor II VOA'Veterans Housing LLC, an Illinois limited liability company (the "General Partner"), of which Volunteers of America of Illinois ("VOA IL"), an Illinois not for profit corporation, and Volunteers of America National Services, a Minnesota nonprofit corporation, are the sole members, and others] to be hereafter selected as limited partners
PROJECT: Acquisition of land at 6000-6018 S,. Halsted Street, 6000-6036 S. Green Street, 6001-6025 S. Green Street and 801-845 W. 60th Street, Chicago, and construction thereon of several buildings containing approximately 73 studio, one-, two-, three- and four-bedroom dwelling units for low-income households, and also containing ground-floor offices and common areas for the provision of supportive social services, and approximately 59 spaces of on-site parking !
LOAN:
Source: Multi-Family Program Funds
Amount: Not to exceed $1,913,000
Term: Not to exceed 32 years
Interest: Zero percent per annum
Security: Non-recourse loan; mortgage on the Property (the "City Mortgage")
ADDITIONAL FINANCING:
Amount: Not to exceed $12,000,000 (the "Bridge Loan")
Term: Not to excjeed 42 months, or another term acceptable to
the Authorized Officer Source: JPMorganChase Bank, NA., or another source acceptable
to the Authorized Officer Interest: A variable!rate of interest not to exceed four percent per
annum, or another rate or rates acceptable to the
Authorized Officer Security: Mortgage on the Property senior to the lien of the City
Mortgage,'and a pledge of capital contributions and
general partner interests, or other security acceptable to
the Authorized Officer
2.
Low-Income Housing Tax Credit ("LIHTC") Proceeds:
Source:
Approximately $16,700,000, all or a portion of which may be paid in on a delayed basis and used to retire all or a portion of the Bridge Loan
To be deriyed from the syndication of $1,650,000 LIHTC allocation by the City
Amount: Approximately $800,000
Term: Not to exceed 32 years
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Source: Illinois Housing Development Authority, or another source
acceptable to the Authorized Officer Interest: Zero percent per annum, or another rate or rates
acceptable to the Authorized Officer Security: Mortgage on the Property junior to the lien of the City
Mortgage', or other security acceptable to the Authorized
Officer I
Amount:
Term:
Source:
Interest:
Security:
Approximately $3,000,000 Not to exceed 32 years
General Partner, derived from the proceeds of the City grant of TIF funds, or another source acceptable to the Authorized Officer
A fixed rate of interest not to exceed six percent per annum, or another rate or rates acceptable to the Authorized Officer
Mortgage on the Property junior to the lien of the City Mortgage] or other security acceptable to the Authorized Officer I
Amount:
Term:
Source:
Interest:
Security:
Approximately $190,535 Not to exceed 32 years
VOA IL, derived from the proceeds of a grant from the Illinois Department of Commerce and Economic Opportunity, or another source acceptable to the Authorized Officer
A fixed rate of interest not to exceed seven percent per annum, or another rate or rates acceptable to the Authorized Officer
Mortgage 'on the Property junior to the lien of the City Mortgage; or other security acceptable to the Authorized Officer
6.
Amount:
Term:
Source:
Interest: Security:
7. Amount: Source:
Approximately $500,000 Not to exceed 32 years
VOA IL, derived from the proceeds of an Affordable Housing Program grant from the Federal Home Loan Bank, or another source acceptable to the Authorized Officer j
Zero percent per annum, or another rate or rates acceptable to the Authorized Officer Mortgage on the Property junior to the lien of the City Mortgage, Affordable Housing Program Recapture Agreement, or other security acceptable to the Authorized Officer !
$100
General Partner
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EXHIBIT B
LEGAL DESCRIPTION OF PROPERTY
PARCEL 1:
LOTS 1 THROUGH 12, BOTH INCLUSIVE, IN BLOCK 8, IN SUBDIVISION OF BLOCKS 7, 8, 9 AND 11 OF THOMPSON AND HOLMES SUBDIVISION OF THE EAST 45 ACRES OF THE NORTH 60 ACRES OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2: j
LOTS 1, 2 AND 3 IN BLOCK 2 IN MINNICK'S SUBDIVISION OF THE EAST 11 1/4 ACRES OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 3:
LOTS 1 THROUGH 8, BOTH INCLUSIVE, AND LOTS 15 THROUGH 24, BOTH INCLUSIVE, ALL IN BLOCK 7, IN SUBDIVISION OF BLOCKS 7, 8, 9 AND 11 OF THOMPSON AND HOLMES SUBDIVISION OF THE EAST 45 ACRES OF THE NORTH 60 ACRES OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Common addresses and PINs:
20-17-415-017; 20-17-415-018; 20-17^15-019; 20-17-415-020; 20-17-415-021 20-17-415-022; 20-17-415-023; 20-17-415-001; 20-17-414-024; 20-17-414-025 20-17-415-002; 20-17-414-026; 20-17-414-027; 20-17-414-028; 20-17-415-003 20-17-415-004; 20-17-414-029; 20-17-415-005; 20-17-414-030; 20-17-414-031 20-17-414-032; 20-17-414-033; 20-17-414-034; 20-17-414-035; 20-17-414-036.
6000-6018 S. Halsted Street, 6000-6036 S. Green Street, 6001-6025 S. Green Street and 801-845 W. 60th Street, Chicago, Illinois
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EXHIBIT C
Redevelopment Agreement
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[see attached]
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final.wpd 8-
This agreement was prepared by and
after recording return to
Adam R. Walker, Esq.
City of Chicago Law Department
121 North LaSalle Street, Room 600
Chicago, IL 60602
Hope Manor II Redevelopment Agreement
This Hope Manor II Redevelopment Agreement (this "Agreement") is made as of this
day of \ , 20 , by and between the City of Chicago, an Illinois municipal
corporation (the "City"), through its Department of Housing and Economic Development ("HED"), Hope Manor II Veterans Housing, L.P., an Illinois limited partnership ("Hope Manor II L.P."), and Hope Manor II VOA Veterans Housing LLC, an Illinois limited liability company ("Hope Manor II LLC" and collectively with Hope Manor II L P., the "Developer").
RECITALS
- Constitutional Authority: As a rlome rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois (the "State"), the City has the power to regulate for the protection of the public health, safety, morals and welfare of its inhabitants, and pursuant thereto, has the power to encourage private development in order to enhance the local tax base, create employment opportunities and to enter into contractual agreements with private parties in order to achieve these goals.
- Statutory Authority: The City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seg., as amended from time to time (the "Act"), to finance projects that eradicate blighted conditions and conservation area factors through the use of tax increment allocation financing for redevelopment projects.
- City Council Authority. To induce redevelopment pursuant to the Act, the City Council of the City (the "City Council") adopted the following ordinances on June 27, 2001: (1)
"Approval of Tax Increment Redevelopment Plan for Englewood Neighborhood Redevelopment Project Area;" (2) "Designation of Englewood Neighborhood Redevelopment Area as Tax Increment Financing District;" and (3) "Adoption of Tax Increment Allocation Financing for Englewood Neighborhood Redevelopment Project Area" (the "TIF Adoption Ordinance") (all such ordinances collectively are referred to herein as the "TIF Ordinances"). The redevelopment project area referred to above (the "Redevelopment Area") is legally described in Exhibit A hereto.
- The Project: Hope Manor II LLC is acquiring via a bargain sale donation from the City (the "Acquisition") on the Closing Date (as defined hereinafter) certain property generally located at 6000-6018 S. Halsted Street, 6000-6036 S. Green Street, 6001 -6025 S. Green Street and 801-845 W. 60th Street within the Redevelopment Area as legally described on Exhibit B hereto (the "Property"). Hope Manor II LLC will convey such Property and existing improvements to Hope Manor II L.P. immediately following the City's conveyance of the Property to Hope Manor II LLC, and, within the time frames set forth in Section] 3.01 hereof, the Developer shall commence and complete the following activities: construction thereon of several buildings (the "Facility") located on the Property containing approximately 73 studio; one-, two-, three- and four-bedroom dwelling units (the "Units") to serve individuals and households with incomes at or below 60% of Area Median Income ("AMI"), and also containing ground-floor offices and common areas for the provision of supportive social services, and approximately 59 spaces of on-site parking. The Facility shall have an Energy Star-rated reflective roof membrane, high-efficiency heating and cooling systems, Energy Star-rated appliances, lowVOC interior paints, environmentally sensitive flooring and low-E/ argon-filled insulated windows. Permeable concrete] shall be used for the surface parking lot, and permeable pavers used for the outdoor patios. Rain barrels shall be used to capture storm water runoff. A community garden shall also be constructed on the Property. The Facility and related improvements described herein (including but not limited to those TIF-Funded Improvements as defined below and set forth on Exhibit C) are collectively referred to herein as the "Project." The completion of the Project would not reasonably b]e anticipated without the financing contemplated in this Agreement.
- Redevelopment Plan. The Project is located in the Redevelopment Area and will be carried out in accordance with this Agreement and the City of Chicago Englewood Neighborhood Tax Increment Financing Redevelopment Plan (the "Redevelopment Plan") attached hereto as Exhibit D
- City Financing: The City agrees to use, in the amounts set forth in Section 4.03(b) hereof, Available Incremental Taxes (as defined,below), to pay for or reimburse the Developer for the costs of TIF-Funded Improvements pursuant to the terms and conditions of this Agreement. The City, as of the Closing Date, shall allocate and appropriate the amounts set forth in Section 4.03(b) for payment of the Redevelopment Project Costs of the Project.
- Prior TIF Financing: Pursuant to: prior ordinances adopted by the City Council and redevelopment agreements entered into by HEC*, the following matters are collectively referred to herein as the "Prior TIF Financings." The Developer acknowledges that the Prior TIF Financings listed below are prior liens on the Englewood Neighborhood TIF Fund and that the Developer has no claim on any monies except for monies which are Available Incremental Taxes:
- Intergovernmental agreements with thej Chicago Public Schools for ADA renovations to Holmes, Mays, Nicholson and Banneker Schools
- The City's Home Purchase Rehab Program
- The City's Neighborhood Improvement Program
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- The City's TIF Works Program
Now, therefore, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. RECITALS
The foregoing recitals are hereby incorporated into this agreement by reference.
SECTION 2.
DEFINITIONS
For purposes of this Agreement, in addition to the terms defined in the foregoing recitals, the following terms shall have the meanings set forth below:
"Act" shall have the meaning set forth in the Recitals hereof.
"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer.
"AMI" shall have the meaning set forth in the Recitals hereof.
"Annual Report" shall mean the report described in Section 8.21 hereof.
"Available Incremental Taxes" shall mean the Incremental Taxes then on deposit in the Englewood Neighborhood TIF Fund after reduction of amounts to reflect the Prior TIF Obligations and the City Fee.
"Englewood Neighborhood TIF Fund" shall mean the special tax allocation fund created by the City in connection with the Redevelopment Area into which the Incremental Taxes will be deposited.
"Certificate" shall mean the Certificate of Completion described in Section 7.01 hereof.
"Change Order" shall mean any amendment or modification to the Scope Drawings, Plans and Specifications or the Project Budget as described in Section 3.03. Section 3.04 and Section 3.05, respectively. I
"City Council" shall have the meaning set forth in the Recitals hereof.
"City Fee" shall have the meaning set forth for such term in Section 4.05(c) hereof.
"City Funds" shall mean the funds described in Section 4.03(b) hereof.
"Closing Date" shall mean \__, 20 .
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"Construction Contract" shall mean that those certain contracts, substantially in the forms attached hereto as Exhibit E, to be entered into among Hope Manor II LLC, Hope Manor II L.P. and the General Contractor providing for construction of the Project.
"Corporation Counsel" shall mean the City's Office of Corporation Counsel.
"Deed" shall have the meaning set forth in Section 3.13(b) hereof.
"DOE" shall mean the City's Department of Environment.
"Emplover(s)" shall have the meaning set forth in Section 10 hereof.
"Environmental Laws" shall mean any and all Laws relating to public health and safety and the environment now or hereafter in force, as amended and hereafter amended, including but not limited to (i) the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.); (ii) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seg.); (iv) the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seg.); (v) the Clean Air Act (42 U.S.C. Section 7401 et seq.); (vi) the Clean Water Act (33 U.S.C. Section 1251 et seq.); (vii) the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seq.); (ix) the Illinois Environmental Protection Act (415 ILCS 5/1 et seq.); and (x) the Municipal Code of Chicago, including but not limited to the Municipal Code of Chicago, Sections 7-28-390, 7-28-440, 11-4-1410, 11-4-1420,11-4-1450,11-4-1500,11-4-1530, 11-4-1550, or 11-4-1560.
"Environmental Remediation" has the meaning set forth in Section 11.03.
"Equity" shall mean funds of the Developer (other than funds derived from Lender Financing) irrevocably available for the Project, in the amount set forth in Section 4.01 hereof, which amount may be increased pursuant to Section 4.06 (Cost Overruns) or Section 4.03(b).
"Escrow" shall mean the construction escrow established pursuant to the Escrow Agreement.
"Escrow Agreement" shall mean, with respect to each construction phase undertaken, any construction escrow agreement to be entered into by the Title Company (or an affiliate of, or an entity as an agent of, the Title Company), the Developer, the Lender(s) and the City (and acknowledged by the General Contractor), substantially in the form of Exhibit L attached hereto, which shall govern the funding of the Equity, the Lender Financing, if any, and the City Funds.
"Event of Default" shall have the meaning set forth in Section 15 hereof.
"Facility" shall have the meaning set forth in the Recitals hereof.
"Final NFR Letter" shall mean a final comprehensive "no further remediation" letter from the I EPA approving the use of the Property for the rehabilitation, development and operation of the Project.
"Financial Statements" shall mean complete audited financial statements of the Developer prepared by a certified public accountant in | accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods.
"General Contractor" shall mean the general contractors hired by the Developer pursuant to Section 6.01.
"Hazardous Materials" shall mean any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Law, or any pollutant or contaminant, and shall include, but not be limited to, petroleum (including crude oil), any radioactive material or by-product material, polychlorinated biphenyls, lead-bearing substance and asbestos in any form or condition.
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"HOME Loan" shall mean that certain LOan provided to Developer by the City. "IEPA" shall mean the Illinois Environmental Protection Agency.
"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/11 -74.4-8(b) of the Act, are allocated to and when collected are paid to the Treasurer of the City of Chicago for deposit by the Treasurer into the Englewood Neighborhood TIF Fund established to pay Redevelopment Project Costs and obligations incurred in the payment thereof.
"Laws" shall mean all applicable federal, state, local or other laws (including common law), statutes, codes, ordinances, rules, regulations or other requirements, now or hereafter in effect, as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative orders, consent decrees or judgments, including, without limitation, Section's 7-28 and 11 -4 of the Municipal Code of Chicago relating to waste disposal. !
"Lender" shall mean any provider of Lender Financing.
"Lender Financing" shall mean funds, if any, borrowed by either one of the Developer from any lender to fund costs of, and available to pa j for, the Project.
"Losses" shall mean any and all debts, liens, claims, actions, causes of action, suits, demands, complaints, legal or administrative! proceedings, losses, damages, assessments, obligations, liabilities, executions, judgments, amounts paid in settlement, arbitration or mediation awards, interest, fines, penalties, costs, expenses, and disbursements of any kind or nature whatsoever (including, without limitation, Remediation Costs, reasonable attorneys' fees and expenses, consultants' fees and expenses and jcourt costs).
"MBE(s)" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
"MBE/WBE Budget" shall mean the budget attached hereto as Exhibit G-2, as described in Section 10.03.
"Municipal Code" shall mean the Municipal Code of the City of Chicago.
"Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to the Developer, the Property or the Project.
"Permitted Liens" shall mean those liens and encumbrances against the Property and/or the Project set forth on Exhibit F hereto.
"Plans and Specifications" shall mean final construction documents containing a site plan and working drawings and specifications for the Project, as submitted to the City as the basis for obtaining building permits for the Project. I
"Prior Expenditure(s)" shall have the njieaning set forth in Section 4.05(a) hereof.
"Prior TIF Financing" shall have the meaning set forth in the Recitals hereof.
"Project" shall have the meaning set forth in the Recitals hereof.
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"Project Budget" shall mean the budget attached hereto as Exhibit G-1, showing the total cost of the Project by line item, furnished by the Developer to HED, in accordance with Section 3.03 hereof.
"Property" shall have the meaning set forth in the Recitals hereof.
"Purchase Price" shall have the meaning set forth in Section 3.13(a).
"RACR" shall mean a Remedial Action Completion Report submitted to the IEPA in connection with a request for a Final NFR Letter.
Plan submitted by the Developer to the IEPA as
"RAP" shall mean the Remedial Action amended or supplemented from time to time.
"ROR" means the Remediation Objectives Report submitted by the Developer to the IEPA as amended or supplemented from time to time.
"Redevelopment Area" shall have the meaning set forth in the Recitals hereof.
"Redevelopment Plan" shall have the meaning set forth in the Recitals hereof.
"Redevelopment Project Costs" shall mean redevelopment project costs as defined in Section 5/11-74.4-3(q) of the Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.
"Released Claims" shall have the meaning set forth for such term in Section 11.04 hereof.
"Remediation Costs" shall mean governmental or regulatory body response costs, natural resource damages, property damages, and the' costs of any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or| formerly located thereon.
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"Reporting Period" shall have the meaning as set forth in Section 8.21 hereof.
"Requisition Form" shall mean the document, in the form attached hereto as Exhibit H, to be delivered by the Developer to HED pursuant to Section 4.03 of this Agreement.
"Scope Drawings" shall mean preliminary construction documents containing a site plan and preliminary drawings and specifications forj the Project.
"SRP" means the lEPA's Site Remediation Program as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58 etjseq., and the regulations promulgated thereunder.
"State" shall mean the State of Illinois. ,
"Surplus" shall have the meaning set forth in Section 4.03(c)(iii).
"Survey" shall mean a Class A plat 'of survey in the most recently revised form of ALTA/ACSM land title survey of the Property'dated within 45 days prior to the Closing Date, acceptable in form and content to the City and the Title Company, prepared by a surveyor registered in the State of Illinois, certified to the City and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property in connection with the construction of the Facility and related improvements as required by the City or Lender).
"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on December 31, 2025, the date on which the Redevelopment Area is no longer in effect. '
"TIF Adoption Ordinance" shall have trie meaning set forth in the Recitals hereof.
"TIF-Funded Improvements" shall mean those improvements of the Project which (i) qualify as Redevelopment Project Costs, (ii) are eligible] costs under the Redevelopment Plan and (iii) the City has agreed to reimburse and/or pay for out of the City Funds, subject to the terms of this Agreement. Exhibit C lists the TIF-Funded Improvements for the Project.
"TIF Ordinances" shall have the meaning set forth in the Recitals hereof.
"Title Company" shall mean Greater Illinois Title Company, Inc., an Illinois corporation.
"Title Policy" shall mean a title insurance policy, including all endorsements as shall be required by Corporation Counsel, including but not limited to, an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking if applicable), contiguity (as applicable), location, access and survey, in the most recently revised ALTA or equivalent form, showing Hope Manor II L.P. as the insured, noting the recording of this Agreement as an encumbrance against the Property, and a subordination agreement in favor of the City with respect to previously recorded liens against the Property related to Lender Financing, if any, issued by the Title Company. !
"Units" shall have the meaning set forth in the Recitals hereof.
"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
"WBE(s)" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
SECTION 3. |THE PROJECT
- The Project. With respect to the Facility, the Developer shall, pursuant to the Plans and Specifications and subject to the provisions jof Sections 11.03 and 18.17 hereof: (i) commence construction no later than June 1, 2013 and (ii) complete construction no later than December 31, 2014.
- Scope Drawings and Plans and Specifications. The Developer has delivered the Scope Drawings and Plans and Specifications fo HED, and HED has approved same. After such initial approval, subsequent proposed changes to the Scope Drawings or Plans and Specifications shall be submitted to HED as a Change Order pursuant to Section 3.04 hereof. The Scope Drawings and Plans and Specifications shall at all times conform to the Redevelopment Plan as in effect on the date of this Agreement and all applicable Laws. The Developer shall submit all necessary documents to the City's Building Department, Department of Transportation and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project.
- Project Budget. The Developer has furnished to HED, and HED has approved, a Project Budget showing total costs for the Project in an amount not less than $23,491,935. The Developer hereby certifies to the City that (a) thejLender Financing and Equity described in Section 4.01 hereof, shall be sufficient to complete the Project; and (b) the Project Budget is true, correct and complete in all material respects. The Developer shall promptly deliver to HED certified copies of any Change Orders with respect to the Project Budget for approval pursuant to Section 3.04 hereof.
- Change Orders. All Change Orders (and documentation substantiating the need and identifying the source of funding therefor) that individually or in the aggregate (a) reduce the square footage of the Facility, (b) result in a delay in completing the Project, (c) changes the basic use of the Project, (d) increase or decrease any line item in the Project Budget, or (e) change the use of the Project to a use other than multi-family affordable rental units, must be submitted by the Developer to HED for HED's prior written approval. The Developer shall not authorize or permit the performance of any work relating to any Change Order described in (a), (b), (c), (d) or (e) above, or the furnishing of materials in connection therewith, prior to the receipt by the Developer of HED's written approval. The Construction Contract, and each contract between the General Contractor and any subcontractor, shall contain a provision to this effect. An approved Change Order shall not be deemed to imply any obligation on the part of the City to increase the amount of City Funds which the City has pledged pursuant to this Agreement or provide any other additional assistance to the Developer. '
3.05 HED Approval. Any approval granted by HED of the Scope Drawings, Plans and
Specifications and the Change Orders is for the purposes of this Agreement only and does not
affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by HED pursuant to this Agreement constitute approval of the quality, structural soundness or safety of the. Property or the Project.
- Other Approvals. Any HED approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of, the Developer's obligations to comply with the provisions of Section 5.03 (Other Governmental Approvals) hereof. The Developer shall not commence construction of the Project until the Developer has obtained all necessary permits and approvals (including but not limited to HED's approval of the Scope Drawings and Plans and Specifications) and proof of the General Contractor's and each subcontractor's bonding as required hereunder.
- Progress Reports and Survey Updates. The Developer shall provide HED with written monthly progress reports detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date reflecting a delay in excess of 90 days being considered a Change Order, requiring HED's written approval pursuant to Section 3.04). The Developer shall provide three (3) copies of an updated Survey to HED upon the request of HED or any Lender, reflecting improvements made to the Property.
- Inspecting Agent or Architect. An independent agent or an architect with Worn Jerabek Architects, P.C. shall be the inspecting agent or architect, at the Developer's expense, for the Project. The inspecting agent or architect shall perform periodic inspections with respect to the Project, providing certifications with respect thereto to HED, prior to requests for disbursement for costs related to the Project. With the written consent of HED, the inspecting architect may be the inspecting architect engaged by or on behalf of any Lender, provided that said architect is an independent architect licensed by the State of Illinois, or an inspecting agent of HED.
- Barricades. Prior to commencing any construction requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable federal, state or City laws, ordinances and regulations. HED retains the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades.
- Signs and Public Relations. The Developer shall erect a sign of size and style approved by the City in a conspicuous location on the Property during the Project, indicating that financing has been provided by the City. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer, the Property and the Project in the City's promotional literature and communications.
- Utility Connections. The Developer may connect all on-site water, sanitary, storm and sewer lines constructed on the Property to City utility lines existing on or near the perimeter of the Property, provided the Developer first complies with all City requirements governing such connections, including the payment of customarjy fees and costs related thereto.
3.12 Permit Fees. In connection with' the Project and subject to waivers authorized by
City Council, the Developer shall be obligated to pay only those building, permit, engineering, tap on
and inspection fees that are assessed on a uniform basis throughout the City of Chicago and are of
general applicability to other property within the City of Chicago.
ie following provisions shall govern the City's
3.13 Conveyance of Property. T
conveyance of the Property to the Developer:
- Purchase Price. The City hereby agrees to sell, and Hope Manor II LLC hereby agrees to purchase, upon and subject to the terms and conditions of this Agreement, the Property, for the amount of Thirty-Three and no/100 Dollars ($33.00) (the "Purchase Price"), which is to be paid to the City on the Closing Date in cash orj by certified or cashier's check or wire transfer of immediately available funds. Developer shall pay all escrow fees and other title insurance fees, premiums and closing costs. The Developer acknowledges and agrees that (i) the appraised fair market value of the Property based on an appraisal prepared in March 2011 was approximately $520,000, which valuation was based on the assumption that there are no adverse environmental conditions affecting the Property, and (ii) the City has only agreed to sell the Property to Hope Manor II LLC for the Purchase Price because the Developer has agreed to execute this Agreement and comply with the respective terms and conditions, including Section 8.19 hereof.
(b) Form of Deed. The City shall convey the Property to Hope Manor II LLC by quitclaim deed (the "Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the deed, the following:
-
- the Redevelopment Plan;
- the standard exceptions in an ALTA title insurance policy;
- all general real estate taxes and any special assessments or other taxes;
- all easements, encroachments, covenants and restrictions of record and not shown of record;
- such other title defects as may exist; and
- any and all exceptions caused by the acts of the Developer or its agents.
- Title and Survey. The Developerjacknowledges that it has obtained title insurance commitments for the Property, showing the City in title to the Property. The Developer shall be solely responsible for and shall pay all costs associated with updating such title commitments (including all search, continuation and later-date fees), and obtaining the Title Policy. The City shall have no obligation to cure title defects; provided; however, if there are exceptions for general real estate tax liens liens which accrued prior to the Closing Date with respect to the Property, the City shall file a petition to vacate the tax sale in the Circuit Court of Cook County if the tax liens have been sold and/or seek to abate the tax liens by filing a tax abatement letter with the appropriate Cook County authorities or, filing a tax injunction proceedings the Circuit Court of Cook County, but shall have no further obligation with respect to any such taxes. The Developer shall furnish the City with three (3) copies of the survey at Developer's sole cost and expense.
- The Land Closing. The conveyance of the Property shall take place on the Closing Date at the downtown offices of the Title Company or such other place as the parties may mutually agree upon in writing; provided, however, in no event shall the closing of the land sale occur unless the Developer has satisfied all conditions precedent set forth in this Agreement, unless HED, in its sole discretion, waives such conditions. On or before the Closing Date, the City shall deliver to the Title Company the Deed, all necessary state, | county and municipal real estate transfer tax declarations, and an ALTA statement. The City will not provide a gap undertaking.
(e) Recording Costs. The Developer shall pay to record the Deed, this Agreement, and any other documents incident to the conveyance of the Property to Hope Manor II LLC.
SECTION 4. FINANCING
4.01 Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $23,491,935, to be applied in the manner set forth in the Project Budget. Such costs shall be funded from the following sources:
TIF $ 3,000,000*
Lender Financing
Chase Construction Loan $ 12,000,000
HOME Loan $ 1,913,000
IHDA Trust Fund Loan $ 800,000
Loan derived from DCEO Energy Efficiency Grant $ 190,535.
Loan derived from FHLB Grant ! $ 500,000
Equity (subject to Sections 4.03(b) and 4.06) .
Hope Manor II L.P. LIHTC Equity j $ 4,688,300
Deferred Developer Fee ' $ 400,000
General Partner Capital $ 100
ESTIMATED TOTAL $23,491,935
*City Funds reimbursed to Hope Manor II LLC for TIF Eligible Expenses will be loaned to Hope Manor II L.P. in accordance with the terms and conditions of the Hope Manor II L.P. amended and restated limited partnership agreement.
- Developer Funds. Equity and/or Lender Financing may be used to pay any Project cost, including but not limited to Redevelopment Project Costs.
- City Funds.
(a) Uses of City Funds. City Funds may only be used to pay directly or to reimburse
Hope Manor II LLC for costs of TIF-Funded Improvements that constitute Redevelopment Project
Costs. Exhibit C sets forth, by line item, the TIF-Funded Improvements for the Project, and the
maximum amount of costs that may reimbursed from City Funds for each line item therein (subject
to Sections 4.03(b) and 4.07(d)), contingent upon receipt by the City of documentation satisfactory
in form and substance to HED evidencing such cost and its eligibility as a Redevelopment Project
Cost. !
(b) Payment of City Funds. j
i. Subject to the terms and conditions of this Agreement, including but not limited to this Section 4.03 and Section 5 hereof, the City hereby agrees to provide City funds in an amount not to exceed Three Million and 00/100 ($3,000,000) (the "City Funds") from Available Incremental Taxes to pay for and/or reimburse Hope Manor II LLC for the (costs of the TIF-Funded Improvements in the amounts determined under Section 4.03(c).
- The City's financial commitment to provide Available Incremental Taxes for such purposes is subject to the Prior TIF Financings. The City retains the right to fund other projects within the Redevelopment Area using Available Incremental Taxes so long as such funding would not, based upon the City's projections and uses of Available Incremental Taxes ]at the time the City agrees to provide such funding, result in the amount of Available Incremental Taxes being insufficient to fund the City's obligations under this Agreement.
- Subject to the terms and conditions of this Agreement, payments of the City Funds shall be made to Hope Manor II LLC in installments (each, an "Installment") in accordance with the terms of the Escrow Agreement and upon Hope Manor II LLC's submission of a draw request (the "Requisition Form") in accordance with Section 4.03(c). Such Installments shall be in the amount set for in Section 4.03(c); provided, however, that the total amount of City Funds expended for TIF-Funded Improvements shall be an amount not to exceed $3,000,000.
- City Funds derived from Incremental Taxes and available to pay such costs and allocated for such purposes shall be paid in accordance with the terms of this Agreement and the Escrow Agreement only so long as no Event of Default or condition for which the giving of notice or the passage of time, or both, would constitute an Event of Default exists under this Agreement or the Escrow Agreement.
The Developer acknowledges and agrees that the City's obligation to pay any City Funds is contingent upon the conditions set forth in parts (i), (ii), (iii) and (iv) above, as well the Developer's satisfaction of all other applicable terms and conditions of this Agreement, including, without limitation, compliance with the covenants in Section 8.20. In the event that such conditions are not fulfilled, the amount of Lender Financing and/or Equity to be contributed by the Developer pursuant to Section 4.01 hereof shall be increased, as necessary, to complete the Project.
(c) Payment Amount.
Installment Payment Trigger
^ne On the Closing Date
Two Upon 50% completion
Certificate of Completion Issued
Three Pursuant to Section 7.01 herein
(i) The Installments, to be paid pursuant to a draw request in accordance with the Escrow Agreement and upon submission of a Requisition Form, shall be as follows:
Payment Amount
Not to Exceed $1,000,000 $1,000,000*
$ 1,000,000
* Installment Two shall be increased to include any amount less than $1,000,000 not paid in Installment One. |
(ii) Any delay in the construction completion date greater than six (6) months from the date set forth in Section 3.01 (ii) shall result in the City no longer being obligated to reserve Available Increment in anticipation of paying Installments in accordance with Section 4.03(c)(i).
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(iii) To the extent that the actual Project costs are less than the budgeted Project costs as set forth in Project Budget (such amount being a "Surplus"), the City Funds can be reduced or reimbursed to the City (as the case may be) by the amount of the Surplus, if and as provided for in accordance with the terms of the Escrow Agreement.
4.04 Construction Escrow. The City' the Developer, the Title Company, the General Contractor and Lenders, if any, shall enter into an Escrow Agreement. All disbursements of City Funds shall be made through the funding of draw requests with respect thereto pursuant to the Escrow Agreement and this Agreement. In case of any conflict between the terms of this Agreement and the Escrow Agreement with respect to the payment of City Funds hereunder, the terms of this Agreement shall control. The City shall receive copies of any draw requests and related documents submitted to the Title Company for disbursements under the Escrow Agreement and disbursements shall be approved in accordance with Section 4.07 hereof, and in accordance with the Escrow Agreement.
and Subsequent Disbursements
4.05 Treatment of Prior Expenditures
- Prior Expenditures. Only those expenditures previously paid or accrued by Hope Manor II LLC with respect to the Project prior to the Closing Date, evidenced by documentation satisfactory to HED and approved by HED as satisfying costs covered in the Project Budget, shall be considered previously contributed Equity or Lender Financing hereunder (the "Prior Expenditures"). HED shall have the right, in its sole discretion, to disallow any such expenditure as a Prior Expenditure. Exhibit I hereto sets forth the prior expenditures approved by HED as of the date hereof as Prior Expenditures. Prior Expenditures made for items other than TIF-Funded Improvements shall not be paid to Hope Manor llj LLC but shall increase the amount of Equity and/or Lender Financing required to be contributed by the Developer pursuant to Section 4.01 hereof.
- Subsequent Disbursements. Disbursements of City Funds for expenditures related to TIF-Funded Improvements may be allocated jto and charged against the appropriate line only, with transfers of costs and expenses from one line item to another, without the prior written consent of HED, being prohibited, subject to the terms of Section 3.04. HED shall not unreasonably withhold its consent to such transfers so long as the Corporation Counsel has advised HED that an expenditure qualifies as an eligible cost under the Act.
(c) City Fee. Annually, the City may.allocate an amount not to exceed ten percent (10%) of the Incremental Taxes for payment of costs incurred by the City for the administration and monitoring of the Redevelopment Area, including the Project (the "City Fee"). Such fee shall be in addition to and shall not be deducted from or considered a part of the City Funds, and the City shall have the right to receive such funds prior to any|payment of City Funds hereunder.
4.06 Cost Overruns. If the aggregate cost of the TIF-Funded Improvements exceeds City Funds available pursuant to Section 4.03 hereojf, or if the cost of completing the Project exceeds the Project Budget, the Developer shall be solely responsible for such excess cost, and shall hold the City harmless from any and all costs and expenses of completing the TIF-Funded Improvements in excess of City Funds and of completing the Project.
4.07 Preconditions of Disbursement. |As a condition to the disbursement of City Funds hereunder, Hope Manor II LLC shall submit, at the time of submission of the Requisition Form in accordance with Section 4.03(c), supporting documentation regarding the applicable expenditures
to HED, which shall be satisfactory to HED in its sole discretion. Delivery by Hope Manor II LLC to HED of any request for disbursement of City Funds hereunder shall, in addition to the items therein expressly set forth, constitute a certification by the Developer to the City, as of the date of such request for disbursement, that:
- the actual amount paid to the Gerjieral Contractor and/or subcontractors who have performed work on the Project, and/or their payees is equal to or greater than the total amount of the disbursement request; ]
- all amounts shown as previous payments on the current Requisition Form have been paid to the parties entitled to such payment;
(c) the Developer has approved all work
and materials for the current Requisition Form, and
such work and materials conform to the Plans and Specifications;
- the representations and warranties contained in this Agreement are true and correct and the Developer is in compliance with all covenants contained herein;
- the Developer has received no notice and has no knowledge of any liens or claim of lien either filed or threatened against the Property except for the Permitted Liens and/or liens bonded by the Developer or insured by the Title Company; and
- no Event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default exists or has occurred.
the TIF Ordinances, this Agreement and/or the
The City shall have the right, in its discretion, to require the Developer to submit further documentation as the City may require in order to verify that the matters certified to above are true and correct, and any disbursement by the City shall be subject to the City's review and approval of such documentation and its satisfaction that such certifications are true and correct; provided, however, that nothing in this sentence shall bej deemed to prevent the City from relying on such certifications by the Developer. In addition, the Developer shall have satisfied all other preconditions of disbursement of City Funds for each disbursement, including but not limited to requirements set forth in, any tax credit regulatory agreements, Escrow Agreement.
4.08 Conditional Payment of City Funds. The City Funds being provided hereunder are being provided to Hope Manor II LLC on a conditional basis, subject to the Developer's compliance with the provisions of this Agreement. The City Funds are subject to being reimbursed if number of Units at the Facility ceases to be utilized as affordable rental housing in accordance with Section 8.19 hereof during the Term of the Agreement: The payment of City Funds is subject to being terminated and/or reimbursed, as provided for in Section 15.
SECTION 5. COND
TIONS PRECEDENT
The following conditions have been complied with to the City's satisfaction on or prior to the Closing Date:
5.01 Project Budget. The Developer lias submitted to HED, and HED has approved, a Project Budget in accordance with the provisions of Section 3.03 hereof.
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5.02 Scope Drawings and Plans and Specifications. The Developer has submitted to HED, and HED has approved, the Scope Drawings and Plans and Specifications accordance with the provisions of Section 3.02 hereof.
- Other Governmental Approvals. The Developer has secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to HED. Such approvals shall include, without limitation, all building permits necessary for the Project.
- Financing. The Developer has furnished proof reasonably acceptable to the City that the Developer has Equity and Lender Financing'in the amounts set forth in Section 4.01 hereof to complete the Project and satisfy its obligations under this Agreement. If a portion of such funds consists of Lender Financing, the Developer has furnished proof as of the Closing Date that the proceeds thereof are available to be drawn upon by the Developer as needed and are sufficient (along with other sources set forth in Section 4.01) to complete the Project. The Escrow Agreement is attached hereto as Exhibit L. Any liens against the Property in existence at the Closing Date and recorded prior to this Agreement have been subordinated to certain encumbrances of the City set forth herein pursuant to a Subordination Agreement, in a form acceptable to the City, executed on or prior to the Closing Date, which is to be recorded, at the expense of the Developer, with the Office of the Recorder of Deeds of Cook County.
- Acguisition and Title. On the Closing Date, the Developer has furnished the City with a pro forma copy of the Title Policy for the Property, certified by the Title Company, showing Hope Manor II L.P. as the named insured following Hope Manor II LLC's conveyance of title to Property to Hope Manor II L.P The Title Policy is dated as of the Closing Date and contains only those title exceptions listed as Permitted Liens on Exhibit F hereto and evidences the recording of this Agreement pursuant to the provisions of Section 8.17 hereof. The Developer has provided to HED, on or prior to the Closing Date, documentation related to the purchase of the Property and certified copies of all easements, and encumbrances of record with respect to the Property not addressed, to HED's satisfaction, by the Title Policy and any endorsements thereto.
- Evidence of Clean Title. The Developer, at its own expense, has provided the City with searches under the Developers names as follows:
Secretary of State Secretary of State
Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U.S. District Court
Clerk of Circuit Court, Cook County
UCp search
Federal tax lien search
UCC search
Fixtures search
Federal tax lien search
State tax lien search
Memoranda of judgments search
Petjiding suits and judgments (including bankruptcy)
Pending suits and judgments
showing no liens against the Developer, the Property, or any fixtures now or hereafter affixed thereto, except for the Permitted Liens and/or liens bonded by the Developer or insured by the Title Company.
brm, dated as of the Closing Date.
- Surveys. The Developer has furnished the City with three (3) copies of the Survey.
- Insurance. The Developer, at! its own expense, has insured the Property in accordance with Section 12 hereof, and has delivered certificates required pursuant to Section 12 hereof evidencing the required coverages to HED.
- Opinion of the Developer's Counsel. On the Closing Date, the Developer has furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit J, with such changes as required by or acceptable to Corporation Counsel.
- Evidence of Prior Expenditures. The Developer has provided evidence satisfactory to HED in its sole discretion of the Prior Expenditures in accordance with the provisions of Section 4.05 hereof. .
- Financial Statements. As a recently formed entity, Hope Manor II LLC has not yet prepared Financial Statements, but will prepare and submit Financial Statements to HED following completion of its fiscal year. Hope Manor II Ll|.C will provided to HED prior to the Closing Date audited, if any, or unaudited interim financial statements through January 31, 2013. Hope Manor II L.P. has provided or shall provide a balance sheet through January 31, 2013 reviewed by a certified public accountant to HED on or before the Closing Date. Following receipt of the Certificate, Hope Manor II L.P. shall provide to HED complete, audited financial statements prepared by a certified public accountant in accordance with generally accepted accounting principles.
- Documentation. Developer will have provided documentation to HED, satisfactory in form and substance to HED concerning Developer's employment profile and copies of any ground leases or operating leases and other tenant leases executed by Developer for leaseholds in the Project. The Developer does not need to submit copies of executed tenant leases for all Units where the Developer has executed a lease that conforms to the model form lease approved by HED prior to Closing (as such model form lease may|be subsequently revised with HED's consent).
- Environmental. The Developer h^s provided DOE with copies of all environmental reports completed with respect to the Property. jThe Developer has provided the City with a letter from the environmental engineer(s) who completed such report(s), authorizing the City to rely on such reports. If required under Section 11.03. the Developer has taken all necessary and proper steps to enroll the Property in the SRP. The City agrees to reasonably cooperate with the Developer in Developer's efforts to satisfy this condition, at no cost to the City.
- Organizational Documents; Economic Disclosure Statement. The Developer has provided, as applicable, a copy of its Articles of Organization or Certificate of Limited Partnership, containing the original certification of the Secretary of State of its state of organization; certificates of good standing from the Secretary of State of its state of organization and all other states in which the Developer is qualified to do business; a secretary's certificate in such form and substance as the Corporation Counsel may require; by-laws of| the Developer; and such other organizational documentation as the City has requested. The Developer has provided to the City an Economic
Disclosure Statement, in the City's then current
5.15 Litigation. The Developer has provided to Corporation Counsel and HED, a description of all pending or threatened litigation or administrative proceedings involving the Developer, specifying, in each case, the amount of each claim, an estimate of probable liability, the
amount of any reserves taken in connection therewith and whether (and to what extent) such potential liability is covered by insurance.
SECTION 6. AGREEMENTS WITH CONTRACTORS
- Bid Requirement for General Contractor and Subcontractors. The City has approved the Developer's selection of Joseph|J. Duffy Co., an Illinois corporation, and Karry L. Young Development LLC, an Illinois limited liability company, or affiliate,,as the General Contractor for the Project. The Developer shall submit copies of the Construction Contracts to HED in accordance with Section 6.02 below. Photocopies of all subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to HED within five (5) business days of the execution thereof. The Developer shall ensure that each General Contractor shall not (and shall cause the General Contractor to ensure that the subcontractors shall not) begin work on the Project until the Plans and Specifications have been approved by HED and all requisite permits have been obtained.
- Construction Contract. Prior to tljie execution thereof, the Developer shall deliver to HED a copy of the proposed Construction Contract with each General Contractor selected to handle the Project in accordance with Section 6.01 abolve, for HED's prior written approval, which shall be granted or denied within ten (10) business days after delivery thereof. Within ten (10) business days after execution of such contract by the Developer, the General Contractor and any other parties thereto, the Developer shall deliver to HED and Corporation Counsel a certified copy of such contract together with any modifications, amendments or supplements thereto.
- Performance and Payment Bonds. Prior to the commencement of any portion of the Project which includes work on the public way, the Developer shall require that each General Contractor either (1) be bonded for its payment by sureties having an A rating or better using a bond (American Institute of Architect's Form No. A311 or its equivalent) or (2) provide a 25% letter of credit. The City shall be named as obligee or co-jobligee on any such bonds and as a beneficiary on any letter of credit.
- Employment Opportunity. The Developer shall contractually obligate and cause the General Contractor and each subcontractor to agree to the provisions of Section 10 hereof.
- Other Provisions. In addition to the requirements of this Section 6, the Construction Contract and each contract with any subcontractor shall contain provisions required pursuant to Section 3.04 (Change Orders), Section 8.07 (Employment Profile), Section 8.08 (Prevailing Wage), Section 10.01(e) (Employment Opportunity), Section 10.02 (City Resident Employment Requirement), Section 10.03 (MBE/WBE Requirements, as applicable), Section 12 (Insurance) and Section 14.01 (Books and Records) hereof. Photocopies of all contracts or subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to HED within five (5) business days of the execution thereof.
SECTION 7. COMPLET
ON OF CONSTRUCTION
7.01 Certificate of Completion
- Upon (i) satisfaction of the conditions set forth in Section 7.01(c) hereof, and (ii) upon Developer's written request, HED shall issue to the Developer a Certificate in recordable form certifying that the Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement.
- HED shall respond to the Developer's written request for a Certificate within forty-five (45) days by issuing either a Certificate or a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer in order to obtain the Certificate. The Developer may resubmit a written request for a Certificate upon completion of such measures.
- Developer acknowledges that the City will not issue a Certificate until the following conditions have been met:
(i) the Developer has given the City written notification that the Project, including all of the TIF-Funded Improvements, has been completed;
permeable pavers used for the outdoor patios.
- the Developer has provided HED with evidence acceptable to HED showing that Developer has completed the Project in compliance with the plans and specifications and all building permit requirements, including, withoutllimitation, receipt of certificate(s) of occupancy for one hundred percent (100%) of the Units of the Project;
- the City's monitoring unit has determined in writing that the Developer is in complete compliance with all requirements of Section 8.08 (Prevailing Wage) and Section 10 (Developer's Employment Obligations);
- the Developer has provided documentation satisfactory to the City (including written verification from the Developer's architect) that it has (A) satisfied the environmental requirements of the Project, and (B) submitted evidence that the Facility has been constructed with an Energy Star-rated reflective roof membrane, high-efficiency heating and cooling systems, Energy Star-rated appliances, low VOC interior paints, environmentally sensitive flooring and low-E / argon-filled insulated windows. Permeable concrete shall be used for the surface parking lot, and
Rain barrels shall be used to capture storm water
runoff. A community garden shall also be constructed on the Property.
(d) Developer acknowledges that the City will not issue a Certificate if there exists an Event of Default under Section 15.01 which has not been cured pursuant to Section 15.03 or Section 15.04.
7.02 Effect of Issuance of Certificate; Continuing Obligations. The Certificate relates only to the construction of the Project, and upon its issuance, the City will certify that the terms of the Agreement specifically related to the Developer's obligation to complete such activities have been satisfied. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein will continue to remain in full force and effect throughout the Term of the Agreement as to the parties described in the following paragraph, and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.
Those covenants specifically described at Sections 8.02,8.18,8.19,8.20,8.21 and 11.04 as covenants that run with the land are the only covenants in this Agreement intended to be
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binding upon any transferee of the Property (including an assignee as described in the following sentence) throughout the Term of the Agreement notwithstanding the issuance of a Certificate; provided, that upon the issuance of a Certificate, the covenants set forth in Section 8.02 shall be deemed to have been fulfilled. The other executory terms of this Agreement that remain after the issuance of a Certificate shall be binding only upon the Developer or a permitted assignee of the Developer who, pursuant to Section 18.15 of this Agreement, has contracted to take an assignment of the Developer's rights under this Agreement land assume the Developer's liabilities hereunder.
- Failure to Complete. If the Developer fails to complete the Project in accordance with the terms of this Agreement, then the City has, but shall not be limited to, any of the following rights and remedies:
(a) the right to terminate this Agreement and cease all disbursement of City Funds not yet disbursed pursuant hereto; '
. (b) the right (but not the obligation) to complete those TIF-Funded Improvements that are public improvements and to pay for the costs of such TIF-Funded Improvements (including interest costs) out of City Funds or other City monies. In the event that the aggregate cost of completing such TIF-Funded Improvements exceeds the amount of City Funds available pursuant to Section 4.01, the Developer shall reimburse the City for all reasonable costs and expenses incurred by the City in completing such TIF-Funded Improvements in excess of the available City Funds; and
(c) the right to seek reimbursement of th|e City Funds from the Developer.
- Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, HED shall provide the Developer, at the Developer's written request, with a written notice in recordable form stating that the Term of the Agreement has expired.
SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE DEVELOPER.
8.01 General. The Developer represents, warrants and covenants, as of the date of this Agreement and as of the date of each disbursement of City Funds hereunder, that:
- Hope Manor II L.P. is an Illinois limited partnership and Hope Manor II LLC is an Illinois limited liability company, each duly organized, validly existing, qualified to do business in Illinois, and each licensed to do business in any other state where, due to the nature of its activities or properties, such qualification or license is required;
- each of Hope Manor II L.P. and Hope Manor II LLC has the right, power and authority to enter into, execute, deliver and perform this Agreement, as applicable hereto;
- the execution, delivery and performance by the Developer of this Agreement has been duly authorized by all necessary action, and does not and will not violate (as applicable) its Articles of Organization, by-laws or partnership agreement as amended and supplemented, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which 'the Developer is now a party or by which the Developer is now or may become bound;
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(d) unless otherwise permitted or not prohibited pursuant to or under the terms of this
Agreement, Hope Manor II L.P. (following the sale and conveyance of the Property by Hope Manor II
LLC to Hope Manor II L.P.) shall maintain good, indefeasible and merchantable fee simple title to
the Property (and all improvements thereon) free and clear of all liens (except for the Permitted
Liens and/or liens bonded by the Developer or insured by the Title Company, Lender Financing as
disclosed in the Project Budget and Non-Governmental Charges that the Developer is contesting in
good faith pursuant to Section 8.14(b) hereof);
- the Developer is now and for the Term of the Agreement shall remain solvent and able to pay its debts as they mature; j
- there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer which would impair its ability to perform under this Agreement;
- the Developer has and shall maintain all government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct, complete and, following the City's issuance of all applicable certificates of occupancy, operate the Project;
- the Developer is not in default with respect to any indenture, loan agreement, mortgage, deed, note or any other agreement or instrument related to the borrowing of money to which the Developer is a party or by which the Developer is bound;
(i) the Financial Statements are, and when hereafter required to be submitted will be,
complete, correct in all material respects and accurately present the assets, liabilities, results of
operations and financial condition of the Developer, and there has been no material adverse change
in the assets, liabilities, results of operations or financial condition of the Developer since the date of
the Developer's most recent Financial Statements;
(j) prior to the issuance of the Certificate pursuant to Section 7.01, the Developer shall not do any of the following without the prior written consent of HED, which consent shall be in HED's sole discretion: (1) be a party to any merger, liquidation or consolidation; (2) sell (including, without limitation, any sale and leaseback), transfer, convey, lease (except the lease of the Facility's Units to tenants in accordance with Section 8.19 herein in the ordinary course of Hope Manor II L.P.'s operation of the Project) or otherwise dispose of all or substantially all of its assets or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto); (3) enter into any transaction outside the ordinary course of the Developer's business; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations of any other person or entity (excluding any guaranty or other liability undertaken by Hope Manor II LLC on its own behalf or on behalf of its affiliates relating to the development and operation of affordable housing in the Chicago/Naperville/Joliet metropolitan area so long as such guaranty or liability does not materially adversely affect completion of the Project); or (5) enter into any transaction that would cause a material and detrimental change to the Developer's financial condition;
(k) the Developer has not incurred, and, prior to the issuance of the Certificate pursuant to Section 7.01, shall not, without the prior written'consent of the Commissioner of HED, allow the existence of any liens against the Property (or improvements thereon) other than the Permitted Liens and/or liens bonded by the Developer or insured by the Title Company; or incur any indebtedness, secured or to be secured by the Property (or improvements thereon) or any fixtures now or hereafter attached thereto, except Lender Financing disclosed in the Project Budget;
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(I) has not made or caused to be made, directly or indirectly, any payment, gratuity or offer of employment in connection with the Agreement or any contract paid from the City treasury or pursuant to City ordinance, for services to any City agency ("City Contract") as an inducement for the City to enter into the Agreement or any City Contract with the Developer in violation of Chapter 2-156-120 of the Municipal Code of the City;
(m) neither the Developer nor any affiliate of the Developer is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. For purposes of this subparagraph (m) only, the term "affiliate,"when used to indicate a relationship with a specified person or entity, means a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified person or entity, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise; and
(n) Developer agrees that Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Developerjs contractors (i.e., any person or entity in direct contractual privity with Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly, has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Developer and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (i) after execution of this Agreement by Developer, (ii) while this Agreement or any Other Contract (as defined below) is executory, (iii) during the term of this Agreement or any Other j Contract between Developer and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
Developer represents and warrants that from the later of (i) February 10,2005, or (ii). the date the City approached the Developer or|the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Developer agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or
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to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011 -4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein. j
If Developer intentionally violates this provision or Mayoral Executive Order No. 2011 -4 prior to the closing of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement. \
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to his political fundraising committee.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
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- they are each other's sole domestic partner, responsible for each other's common welfare; and
- neither party is married; and
- the partners are not related by blood closer than would bar marriage in the State of Illinois; and '
- each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
- two of the following four conditions exist for the partners:
- The partners have been residing together for at least 12 months.
- The partners have common or joint ownership of a residence.
- The partners have at least two of the following arrangements:
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- joint ownership of a motor vehicle;
- a joint credit account;
- a joint checking account;
- a lease for a residence identifying both domestic partners as tenants. |
- Each partner identifies the other partner as a primary beneficiary in a will.
"Other Contract" means any other agreement with the City of Chicago to which Developer is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council of the City of Chicago.
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"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
to contractually obligate and cause the General Drevailing wage rate as ascertained by the Illinois roject employees. All such contracts shall list the
- Covenant to Redevelop. Upon HED's approval of the Project Budget, the Scope Drawings and Plans and Specifications as provided in Sections 3.02 and 3.03 hereof, and the Developer's receipt of all required building permits and governmental approvals, the Developer shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto, the TIF Ordinances, the Scope Drawings, Plans and Specifications, Project Budget and all amendments thereto, and all Laws applicable to the Project, the Property and/or the Developer, including, without limitation, all Environmental Laws. The covenants set forth in this Section shall run with the land and be binding upon any transferee, but shall be deemed satisfied upon issuance by the City of the Certificate with respect thereto.
- Redevelopment Plan. The Deve oper represents that the Project is and shall be in compliance with all of the terms of the Redevelopment Plan.
- Use of City Funds. City Funds disbursed to Hope Manor II LLC shall be used by Hope Manor II LLC solely to pay for (or to reimburse Hope Manor II LLC for its payment for) the TIF-Funded Improvements as provided in this Agreement.
- Reserved.
- Employment Opportunity; Progress Reports. The Developer covenants and agrees to abide by, and contractually obligate and use reasonable efforts to cause the General Contractor, and, as applicable, to cause the General Contractor to contractually obligate each subcontractor to abide by the terms set forth in Sections 8.08 and 10 hereof. The Developer shall deliver to the City written progress reports detailing compliance with the requirements of Sections 8.08,10.02 and 10.03 of this Agreement. Such reports shall be delivered to the City monthly. If any such reports indicate a shortfall in compliance, the Developer shall also deliver a plan to HED which shall outline, to HED's satisfaction, the manner in which the Developer shall correct any shortfall.
- Employment Profile. The Developer shall submit, and contractually obligate and cause the General Contractor or any subcontractor to submit, to HED, from time to time, statements of its employment profile upon HED's request.
- Prevailing Wage. Unless required to pay federal "Davis-Bacon" wages pursuant to the terms of the Lender Financing or project-based section 8 federal rental subsidy for the Project, the Developer covenants and agrees to pay, and Contractor and each subcontractor to pay, the Department of Labor (the "Department"), to all specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the Department revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon the City's request, the Developer shall provide the City with copies of all such contracts entered into by the Developer or the General Contractor to evidence compliance with this Section 8.08.
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- Arms-Length Transactions. Unless the City has given its prior written consent with respect thereto as set forth in this Agreement, no Affiliate of the Developer may receive any portion of City Funds, directly or indirectly, in payment for work done, services provided or materials supplied in connection with any TIF-Funded Improvement. The Developer shall provide information
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with respect to any entity to receive City Funds directly or indirectly (whether through payment to the Affiliate by the Developer and reimbursement tojthe Developer for such costs using City Funds, or otherwise), upon HED's request, prior to any such disbursement.
- Conflict of Interest. Pursuant toj Section 5/11-74.4-4(n) of the Act, the Developer represents, warrants and covenants that, to the best of its knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Redevelopment Area or the Redevelopment Plan, or any consultant hired by the City with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will own or control any interest, direct or indirect, in the Developer's business, the Property or any other property in the Redevelopment Area.
- Disclosure of Interest. The Developer's counsel has no direct or indirect financial ownership interest in the Developer, the Property or any other aspect of the Project.
shall comply with the requirements of Section 5.11
8.12 Financial Statements. Developer and Article XIV hereof.
- Insurance. The Developer, at its own expense, shall comply with all provisions of Section 12 hereof.
8.14 Non-Governmental Charges, (a) Payment of Non-Governmental Charges. Except for the Permitted Liens and/or liens bonded by the Developer or insured by the Title Company, the Developer agrees to pay or cause to be paid when due any Non-Governmental Charge assessed or imposed upon the Project, the Property or any fixtures that are or may become attached thereto, which creates, may create, or appears to create a lien upon all or any portion of the Property or Project; provided however, that if such Non-Governmental Charge may be paid in installments, the Developer may pay the same together with any accrued interest thereon in installments as they become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment. The Developer shall furnish to HED, within thirty (30) days of HED's written request, official receipts from the appropriate entity, or other proof satisfactory to HED, evidencing payment of the Non-Governmental Charge in question.
(b) Right to Contest. The Developer has the right, before any delinquency occurs:
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- to contest or object in good faith to the amount or validity of any Non-Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted, in such manner as shall stay the collection of the contested Non-Governmental Charge, prevent the imposition of a lien or remove such lien, or prevent the sale or forfeiture of the Property (so long as no such contest or objection shall be deemed or construed to relieve, modify or extend the Developer's covenants to pay any such Non-Governmental Charge at the time and in the manner provided in this Section 8.14); or
- at HED's sole option, to furnish a good and sufficient bond or other security satisfactory to HED in such form and amounts as HED shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property or any portion thereof or any fixtures that are or may be attached thereto, during the pendency of such contest, adequate to pay fully any such contested Non-
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Governmental Charge and all interest and penalties upon the adverse determination of such contest.
- Developer's Liabilities. The Developer shall not enter into any transaction that would materially and adversely affect its ability to perform its obligations hereunder or to repay any material liabilities or perform any material obligations of |the Developer to any other person or entity. The Developer shall immediately notify HED of any and all events or actions which may materially affect the Developer's ability to carry on its business operations or perform its obligations under this Agreement or any other documents and agreertjients.
- Compliance with Laws.
- Representation. To the best of the Developer's knowledge, after diligent inquiry, the Property and the Project are and shall be in compliance with all applicable Laws pertaining to or affecting the Project and the Property. Upon jthe City's request, the Developer shall provide evidence satisfactory to the City of such compliance.
- Covenant. Developer covenantS|that the Property and the Project will be operated and managed in compliance with all applicable Federal, State and local laws, statutes, ordinances, rules, regulations, executive orders and codes.! Upon the City's request, Developer will provide evidence to the City of its compliance with this covenant.
- Recording and Filing. The Developer shall cause this Agreement, certain exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed against the Property on the date hereof in the conveyance and real property records of the county in which the Project is located. This Agreement shall be recorded prior to any mortgage made in connection with Lender Financing or the mortgages securing any loans made by Hope Manor II LLC to Hope Manor II L.P The Developer shall pay all fees and charges incurred in connection with any such recording. Upon recording, the Developer shall immediately transmit to the City an executed original of this Agreement showing the date and recording number of record.
- Real Estate Provisions.
(a) Governmental Charges.
- Payment of Governmental Charges. The Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Developer, the Property or the Project, or become due and payable, and which create, may create, a lien upon the Developer or all or any portion of the Property or the Project. "Governmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances (except for those assessed by foreign nations, states other than the State of Illinois, counties of the State other than Cook County, and municipalities other than the City), including any/all penalties, fees, and interest associated thereto, relating to the Developer, the Property or the Project including but not limited to real estate taxes.
- Right to Contest. The Developbr has the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection of the contested Governmental Charge and prevent the
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imposition of a lien or the sale or forfeiture of the Property. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending the Developer's covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless the Developer has given prior written notice to HED of the Developer's intent to contest or object to a Governmental Charge and, unless, at HED's sole option, j
- the Developer shall demonstrate to HED's satisfaction that legal proceedings instituted by the Developer contesting or objecting to a Governmental Charge shall conclusively operate to prevent or remove a lien against, or the sale or forfeiture of, all or any part of the Property to satisfy such Governmental Charge prior to final determination of such proceedings; and/or 1
- the Developer shall furnishl a good and sufficient bond or other security satisfactory to HED in such form and amounts as HED shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property during the pendency of such contest, adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest. |
- Developer's Failure To Pay Or Discharge Lien. If the Developer fails to pay any Governmental Charge or to obtain discharge of the same, the Developer shall advise HED thereof in writing, at which time HED may, but shall not be .obligated to, and without waiving or releasing any obligation or liability of the Developer under this) Agreement, in HED's sole discretion, make such payment, or any part thereof, or obtain such discharge and take any other action with respect thereto which HED deems advisable. All sums so paid by HED, if any, and any expenses, if any, including reasonable attorneys' fees, court costs; expenses and other charges relating thereto, shall be promptly disbursed to HED by the Developer, j Notwithstanding anything contained herein to the contrary, this paragraph shall not be construed to obligate the City to pay any such Governmental Charge. Additionally, if the Developer fails to pay any Governmental Charge, the City, in its sole discretion, may require the Developer to submit to the City audited Financial Statements at the Developer's own expense.
- Real Estate Taxes. The City acknowledges that Hope Manor II L.P. will pursue a charitable property tax exemption pursuant to 35 ILCS Section 200/15-65 and its administrative regulations published at 86 III. Admin. Code Part 110.116.
8.19 Affordable Housing Covenant. The Developer agrees and covenants to the City that, prior to any foreclosure of the Property by a Lender and during the Term of this Agreement, the provisions of that certain Regulatory Agreement for the HOME Loan shall govern the terms of the Developer's obligation to provide affordable housing. Following foreclosure, if any, and from the date of such foreclosure through the Term of the Agreement, the following provisions shall govern the terms of the obligation to provide affordable housing under this Agreement:
- The Facility shall be operated and maintained solely as residential rental housing;
i
- All of the Units in the Facility shall be available for occupancy to and be occupied solely by one or more persons qualifying as Low Income Families (as defined below) upon initial occupancy; and
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(c) All of the Units in the Facility have monthly rents, payable by the respective tenant, at or
below 60% of the Chicago-area median income in accordance with the rules specified in Section
42(g)(2) of the Internal Revenue Code of 1986] as amended); provided, however, that for any unit
occupied by a Family (as defined below) that no longer qualifies as a Low Income Family due to an
increase in such Family's income since the date of its initial occupancy of such unit, the maximum
monthly rent for such unit shall not exceed thirty percent (30%) of such Family's monthly income.
(d) As used in this Section 8.19, the following terms has the following meanings:
i
- "Family" shall mean one or more individuals, whether or not related by blood or marriage; and j
- "Low Income Families" shall mean Families whose annual income does not exceed sixty percent (60%) of the Chicago-area median income, adjusted for Family size, as such annual income and Chicago-area median income are determined from time to time by the United States Department of Housing and Urban Development, and thereafter such income limits shall apply to this definition.
- The covenants set forth in this Section 8.19 shall run with the land and be binding upon any transferee.
- The City and the Developer may enter into a separate agreement to implement the provisions of this Section 8.19.
- Occupancy; Permitted Uses.
For each Reporting Period, the Developer shall deliver as part of it's Annual Report, documentation regarding occupancy of the Units, to the satisfaction of the City, which shall include a certified tenant rent roll along with such other information as the City shall request (the "Occupancy Report"), demonstrating, among other things, compliance with Section 8.19 hereof. Developer shall cause the Facility to be used in accordance with Section 8.19 hereof and the Redevelopment Plan. The covenants contained in this Section 8.20 shall run with the land and be binding upon any transferee for the term of this Agreement. |
- Annual Report. Developer shall provide to HED an Annual Report consisting of (a) a letter from the Developer itemizing all ongoing rejquirements including references to all the relevant Sections of this Agreement, and (b) sufficient documentation and certifications to evidence that all ongoing requirements have been satisfied during the preceding reporting period. The Annual Report shall be submitted each year, for ten (10) years, on the yearly anniversary of the issuance of the Certificate of Completion (each such year being a "Reporting Period"). Failure by the Developer to submit the Annual Report shall constitute an Event of Default under Section 15.01 hereof, if Developer fails to submit the Annual Report within the cure period permitted under Section 15.03 hereof. The covenants contained in this Section 8.21 shall run with the land and be binding upon any transferee for the term of this Agreement.
- Survival of Covenants. All warranties, representations, covenants and agreements of the Developer contained in this Section 8 and elsewhere in this Agreement shall be true, accurate and complete at the time of the Developer's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and (except as provided in Section
I
7 hereof upon the issuance of a Certificate) shall be in effect throughout the Term of the Agreement.
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SECTION 9. COVENANTS/REPRESENTATIONS/WARRANTIES OF CITY
- General Covenants. The City represents that it has the authority as a home rule unit of local government to execute and deliver this Agreement and to perform its obligations hereunder.
- Survival of Covenants. All warranties, representations, and covenants of the City contained in this Section 9 or elsewhere in this Agreement shall be true, accurate, and complete at the time of the City's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and be: in effect throughout the Term of the Agreement.
SECTION 10. DEVELOPER'S; EMPLOYMENT OBLIGATIONS
10.01 Employment Opportunity. The Developer, on behalf of itself and its successors and assigns, hereby agrees, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer operating on the Property (collectively, with the Developer, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Developer and during; the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:
- No Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010 et seq., Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Emp-loyer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a non-discriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available to employees and!applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income.
- To the greatest extent feasible, each Employer is required to present opportunities for training and employment of low- and moderate-income residents of the City and preferably of the Redevelopment Area; and to provide that contracts for work in connection with the construction of the Project be awarded to business concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Redevelopment Area.
- Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights
Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1993), and any subsequent amendments and regulations promulgated thereto.
- Each Employer, in order to demonstrate compliance with the terms of this Section, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
- Each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with! the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.
- Failure to comply with the employment obligations described in this Section 10.01 shall be a basis for the City to pursue remedies under the provisions of Section 15.02 hereof.
10.02 City Resident Construction Worker Employment Requirement. The Developer agrees for itself and its successors and assigns! and pursuant to any City rider to the Construction Contract, shall contractually obligate its GeneraljContractor and shall cause the General Contractor to contractually obligate its subcontractors, as applicable, to agree, that during the construction of the Project they shall comply with the minimum percentage of total worker hours performed by actual residents of the City as specified in Section 2-92-330 of the Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents of the City); provided, however, that in addition to complying with this percentage, the Developer, its General Contractor and each subcontractor shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.
The Developer may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the Chief Procurement Officer of the City.
"Actual residents of the City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
. The Developer, the General Contractor and each subcontractor shall provide for the maintenance of adequate employee residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of HED in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name.
The Developer, the General Contractor and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of HED, the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Developer, tHe General Contractor and each subcontractor shall
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maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.
At the direction of HED, affidavits and other supporting documentation will be required of the Developer, the General Contractor and each subcontractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer, the General Contractor and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) shall not suffice to replace|the actual, verified achievement of the requirements of this Section concerning the worker hours performed by actual Chicago residents.
When work at the Project is completed! in the event that the City has determined that the Developer has failed to ensure the fulfillment of the requirement of this Section concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1 percent (0.0005) of the aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Developer must surrender damages as provided in this paragraph.
Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246,"
or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents.
The Developer shall cause or require the: provisions of this Section 10.02 to be included in all construction contracts and subcontracts related to the Project.
10.03. MBE/WBE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the General Contractor to agree that during the Project:
(a) Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seg., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seg., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as
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qualified by, the provisions of this Section 10 03, during the course of the Project, at least the following percentages of the MBE/WBE Budget (as set forth in Exhibit G-2 hereto) shall be expended for contract participation by MBEs and by WBEs
- At least twenty-four percent (24%) by MBEs.
- At least four percent (4%) by WBEs.
- For purposes of this Section 10.03 only, the Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable.
- Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBE/WBE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual workl performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture or (ii) the amount of any actual work performed on the Project by the MBE or WBE), by the Developer utilizing a MBE or a WBE as the General Contractor (but only to the extent of any actual work performed on the Project by the General Contractor), by subcontracting or causing the General Contractor to subcontract a portion of the Project to one or more MBEs or WBEs, or by the purchase of materials or services used in the Project from one or more MBEs or WBEs, or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBE/WBE commitment as described in this Section 10.03. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE General Contractor or subcontractor with a non MBE/WBE General Contractor or subcontractor without the prior written approval of HED.
- The Developer shall deliver quarterly reports to the City's monitoring staff during the Project describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business [address of each MBE and WBE solicited by the Developer or the General Contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBE/WBE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the Project for at least five years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on five business days' notice, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion of the Project.
- Upon the disqualification of any MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable. '
- Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Section 10.03 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable. I
- Prior to the commencement of the Project, the Developer shall be required to meet with the City's monitoring staff with regard to the Developer's compliance with its obligations under this Section 10.03. The General Contractor and all major subcontractors shall be required to attend this pre-construction meeting. During said meeting, the Developer shall demonstrate to the City's monitoring staff its plan to achieve its obligations under this Section 10.03, the sufficiency of which shall be approved by the City's monitoring staff, j During the Project, the Developer shall submit the documentation required by this Section 10.03 to the City's monitoring staff, including the following: (i) subcontractor's activity report; (ii) contractor's certification concerning labor standards and prevailing wage requirements; (iii) contractor letter of understanding; (iv) monthly utilization report; (v) authorization for payroll agent; (vi) certified] payroll; (vii) evidence that MBE/WBE contractor associations have been informed of the Project via written notice and hearings; and (viii) evidence of compliance with job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 10.03, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (1) issue a written demand to the Developer to halt the Project, (2) withhold any further payment of any City Funds to the Developer or the General Contractor, or (3) seek any other remedies against the Developer available at law or in equity.
SECTION 11. ENVIRONMENTAL MATTERS
11.01 "AS IS" SALE. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS THE DEVELOPER'S SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM ANY ENVIRONMENTAL REMEDIATION WORK AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE.
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- The Developer hereby represents and warrants to the City that the Developer has performed a Phase I environmental site assessment of the Property in accordance with the requirements of the ASTM E1527-05 standard ("Phase I") and other environmental studies sufficient to conclude that the Project may be rehabilitated, completed and operated in accordance with all Environmental Laws and this Agreement and all Exhibits attached hereto, the Scope Drawings, Plans and Specifications and all amendments thereto and the Redevelopment Plan. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property.
- Environmental Remediation. Notwithstanding the foregoing or any other provision to the contrary contained in this Agreement, DOE shall have the right to review and approve the Phase I and any other reports prepared for the Property. Upon DOE's request, the Developer shall perform additional studies and tests for the purpose of determining whether any environmental or health risks would be associated with the development of the Project, including, without limitation, updating or expanding the Phase I and performing initial or additional Phase II testing. The Developer reasonably expects to enroll the Property in the lEPA's SRP Program and, upon such enrollment, will take all necessary steps to obtain a Final NFR Letter, including preparation of a Remedial Action Plan (RAP). The City shall have the right to approve the RAP for the Property and any changes or modifications thereto, which approval shall not be unreasonably withheld. After the IEPA and DOE approve the Developer's RAP, the Developer covenants and agrees to complete all investigation, sampling, monitoring, testing, removal, response, disposal, storage, remediation, treatment and other activities necessary to obtain a Final NFR Letter for the Property in accordance with the requirements of the IEPA and all applicable Laws, including, without limitation, all applicable Environmental Laws ("Environmental Remediation"). If Environmental Remediation is required on the Property, the Developer acknowledges and agrees that the City will not issue a Certificate until the IEPA has issued, and the City has approved, 'a Final NFR Letter for the Property, which approval shall not be unreasonably withheld. The Developer shall bear sole responsibility for all aspects of the Environmental Remediation and any other investigative and cleanup costs associated with the Property and any improvements, facilities or operations located or formerly located thereon, including, without limitation, the removal and disposal of all Hazardous Materials, debris and other materials excavated during the performance of the Environmental Remediation. The Developer shall promptly transmit to the City copies of any written communications received from the IEPA or other regulatory agencies with respect to the Environmental Remediation.
11.04 Release and Indemnification.
The Developer, on behalf of itself and anyone
claiming by, through or under it, hereby releases1, relinquishes and forever discharges the City, its
officers, agents and employees, from and against any and all Losses which the Developer ever had,
now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all
courts or other forums, of whatever kind or nature, whether known or unknown, arising out of or in
any way connected with, directly or indirectly (a) any environmental contamination, pollution or
hazards associated with the Property or any improvements, facilities or operations located or
formerly located thereon, including, without limitation, any release, emission, discharge, generation,
transportation, treatment, storage or disposal of Hazardous Materials, or threatened release,
emission or discharge of Hazardous Materials; (b) the structural, physical or environmental condition
of the Property, including, without limitation, the presence or suspected presence of Hazardous
Materials in, on, under or about the Property or the migration of Hazardous Materials from or to other
property; (c) any violation of, compliance with, enforcement of or liability under any Environmental
Laws, including, without limitation, any Losses arising under CERCLA, and (d) any investigation,
cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local
governmental agency or political subdivision or other third party in connection or associated with the
Property or any improvements, facilities or operations located or formerly located thereon
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(collectively, "Released Claims"). Furthermore, the Developer shall defend, indemnify, and hold the City harmless from and against any and all Losses which may be made or asserted by any third parties arising out of or in any way connected with, directly or indirectly, any of the Released Claims.
11.05 Release Runs with the Land. The covenant of release in Section 11.04 shall run with the Property, and shall be binding upon all successors and assigns of the Developer with respect to the Property, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the Property under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and th'at, but for such release, the City would not have agreed to convey the Property to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer, or any of the Developer, arise or be alleged to arise in connection with any environmental, soil or other condition of the Property, neither the Developer, nor any ofj its current or former officers, directors, employees, agents, predecessors, successors or assigns, will assert that those obligations must be satisfied in whole or in part by the City because Section 11.04 contains a full, complete and final release of all such claims.
11.06 Survival. This Section 11 sha
I survive the Closing or any termination of this
Agreement (regardless of the reason for such termination).
INSURANCE
SECTION 12.
The Developer must provide and maintain, at Developer's own expense, or cause to be provided and maintained during the term of; this Agreement, the insurance coverage and requirements specified below, insuring all operations related to the Agreement.
(a) Prior to execution and delivery of this Agreement.
(i) Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work underj this Agreement and Employers Liability coverage with limits of not less than $100,000 each accident, illness or disease.
ity (Primary and Umbrella)
(ii) Commercial General Liabi
Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations independent contractors, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
(iii) All Risk Property
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All Risk Property Insurance at replacement value of the property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
(b) Construction. Prior to the construction of any portion of the Project, Developer will cause its architects, contractors, subcontractors, project managers and other parties constructing the Project to procure and maintain the following kinds and amounts of insurance:
- Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $ 500,000 each accident, illness or disease.
- Commercial General Liability (Primary and Umbrella) -
Commercial General Liability Insurance or equivalent with limits of not less than $2,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
- Automobile Liability (PrirWary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Automobile] Liability Insurance with limits of not less than $1,000,000 per occurrence for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
- Railroad Protective Liability
When any work is to be done adjacent to or on railroad or transit property, Developer must proyide or cause to be provided with respect to the operations that such Contractor performs, Railroad Protective Liability Insurance in the name of railroad or transit entity. The policy must have limits of not less than $2,000,000 per occurrence and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
- All Risk /Builders Risk
When Developer undertakes any construction, including improvements, betterments, and/or repairs, the Developer must provide or cause to be provided All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the project. The City of Chicago is to be named as a loss payee and mortgagee, if applicable.
- Professional Liability
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When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $1,000,000. Coverage must include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Project. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
- Valuable Papers
When any plans, designs, drawings, specifications and documents are produced or used under this Agreement, Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufficient to pay for the re-creation and reconstruction of such records.
- Contractors Pollution Liability
When any remediation work is performed which may cause a pollution exposure, the Developer must cause remediation contractor to provide Contractor Pollution Liability covering bodily injury, property damage and other losses caused by pollution conditions that arise from the contract scope of work with limits of not less than $1,000,000 per occurrence. Coverage must include completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured.
- Post Construction:
(i) All Risk Property Insurance at replacement value of the Property to protect against loss of, damage to, or destruction' of the building/facility. The City is to be named as loss payee and mortgagee, if applicable]
- Other Requirements:
The Developer must furnish the City of Chicago, Department of Housing and Economic Development, Development Support Services, City Hall, Room 1000,121 North LaSalle Street 60602, original certificates of insurance, or such similar evidence, to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Developer must submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to closing. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Developer is not a waiver by the City of any requirements for the Developer to obtain and maintaiiji the specified coverages. The Developer shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance does not relieve Developer of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work and/or terminate agreement until
proper evidence of insurance is provided.
The insurance must provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, cancelled, or non-renewed by the insurer; provided, however, 10 days prior written notice shall be given to the City in the event that coverage is cancelled for non-payment of insurance premiums.
Any deductibles or self insured retentions on referenced insurance coverages must be borne by Developer and Contractor(s).
The Developer hereby waives and agrees to require their insurers to waive their rights of subrogation against the City Of Chicago, its employees, elected officials, agents, or representatives.
The coverages and limits furnished by Developer in no way limit the Developer's liabilities and responsibilities specified within the Agreement or by law.
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Any insurance or self insurance programs maintained by the City of Chicago do not contribute with insurance provided by thje Developer under the Agreement.
The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
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If Developer is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
The Developer must require Contractor and subcontractors to provide the insurance required herein, or Developer may provide the coverages for Contractor and subcontractors. All Contractors and subcontractors are subject to the same insurance requirements of Developer unless otherwise specified in this Agreement.
If Developer, any Contractor or subcontractor desires additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost.
The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.
SECTION 13. INDEMNIFICATION
13.01 General Indemnity. Developer agrees to indemnify, pay, defend and hold the City, and its elected and appointed officials, employees, agents and affiliates (individually an "Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner relating or arising out of:
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- the Developer's failure to comply with any of the terms, covenants and conditions contained within this Agreement; or
- the Developer's or any contractor's failure to pay General Contractors, subcontractors or materialmen in connection with the TIF-Funded Improvements or any other Project improvement; or
- the existence of any materia misrepresentation or omission in this Agreement, any offering memorandum or information statement or the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by the Developer or any Affiliate or any of their respective agents, officers, directors, equity holders, employees, contractors or persons acting under the control or at the request of Developer or any Affiliate;
- the Developer's failure to cure any misrepresentation in this Agreement or any other agreement relating hereto; or
(v) any act or omission by Developer or any Affiliate.
provided, however, that Developer shall have no|obligation to an Indemnitee arising from the wanton or willful misconduct of that Indemnitee. To the extent that the preceding sentence may be unenforceable because it is violative of any law or public policy, Developer shall contribute the maximum portion that it is permitted to pay and satisfy under the applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 13.01 shall survive the termination of this Agreement. j
SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT
14.01 Books and Records. The Developer shall keep and maintain separate, complete,
accurate and detailed books and records necessary to reflect and fully disclose the total actual cost
of the Project and the disposition of all funds from whatever source allocated thereto, and to monitor
the Project. All such books, records and other documents, including but not limited to the
Developer's loan statements, if any, General Contractors' and contractors' sworn statements,
general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, shall
be available at the Developer's offices for inspection, copying, audit and examination by an
authorized representative of the City, at the Developer's expense. The Developer shall incorporate
this right to inspect, copy, audit and examine all books and records into all contracts entered into by
the Developer with respect to the Project.
14.02 Inspection Rights. Upon three (3) business days' notice, any authorized
representative of the City has access to all portions of the Project and the Property during normal
business hours for the Term of the Agreement. I
SECTION 15. DEFAULT AND REMEDIES
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15.01 Events of Default. The occurrence of any one or more of the following events, subject to the provisions of Section 15.03, shall constitute an "Event of Default" by the Developer hereunder: !
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(a) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under this Agreement or any related agreement; |
(b) the failure of the Developer to perform, keep or observe any of the covenants,
conditions, promises, agreements or obligations of the Developer under any other agreement with
any person or entity (after any applicable notice and cure period) if such failure may have a material
adverse effect on the Developers' ability to perform, keep or observe any of its conditions, promises
or obligations hereunder;
- the making or furnishing by the Developer to the City of any representation, warranty, certificate, schedule, report or other communication within or in connection with this Agreement or any related agreement which is untrue or misleading in any material respect;
- except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, including any fixtures now or hereafter attached thereto, other than' the Permitted Liens and/or liens bonded by the Developer or insured by the Title Company, or the making or any attempt to make any levy, seizure or attachment thereof;
- the commencement of any proceedings in bankruptcy by or against the Developer or for the liquidation or reorganization of the Developer, or alleging that the Developer is insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Developer's debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing for the relief of debtors! or the commencement of any analogous statutory or non-statutory proceedings involving the | Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings;
- the appointment of a receiver or trustee for the Developer, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of jthe Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not. revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof;
- the entry of any judgment or order against the Developer that impacts the Developers' ability to perform, keep or observe any of its conditions, promises or obligations hereunder which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution;
- the occurrence of an event of default under any Lender Financing, which default is not cured within any applicable cure period;
(i) the dissolution of the Developer or the death of any natural person who owns a material
interest in the Developer;
(j) the institution in any court of a criminal proceeding (other than a misdemeanor) against the Developer or any natural person who owns a material interest in the Developer, which is not
I
dismissed within thirty (30) days, or the indictment of the Developer or any natural person who owns a material interest in the Developer, for any crime (other than a misdemeanor); or
(k) the sale or transfer of a majority of the ownership interests of Hope Manor II L.P. or any member interest of Hope Manor II LLC without the prior written consent of the City; provided however, transfers of partnership interests of the limited partner in accordance with Hope Manor II L.P.'s partnership agreement to any affiliate ofj NHT Equity LLC or National Affordable Housing Trust, Inc., shall require only notice to the City. :
For purposes of Sections 15.01(i) and 15.01(j) hereof, a natural person with a.material
interest in the Developer shall be one owning in excess often percent (10%) of Hope Manor II L.P.'s partnership interests.
- Remedies. Upon the occurrence of an Event of Default, the City may terminate this Agreement and all related agreements, and may suspend payment of and/or seek reimbursement of the City Funds. The City may, jin any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any available remedy, including but not limited to injunctive relief or the specific performance of the agreements contained herein. To the extent permitted by law, the City may also lien the Property.
- Curative Period. In the event the Developer shall fail to perform a monetary covenant which the Developer is required to perform under this Agreement, except as set forth elsewhere in this Agreement, an Event of Default shall not be deemed to have occurred unless the Developer has failed to perform such monetary covenant within ten (10) days of its receipt of a written notice from the City specifying that it has failed to perform such monetary covenant. In the event the Developer shall fail to perform a non-monetary covenant which the Developer is required to perform under this Agreement, except as set forth elsewhere in this Agreement, an Event of Default shall not be deemed to have occurred unless the Developer has failed to cure such default within sixty (60) days of its receipt of a written jnotice from the City specifying the nature of the default; provided, however, with respect to those non-monetary defaults which are not capable of being cured within such sixty (60) day period, the Developer shall not be deemed to have committed an Event of Default under this Agreement if it has commenced to cure the alleged default within such sixty (60) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured; provided1, further, notwithstanding anything to the contrary contained herein, the City hereby agrees that any cure of any default made or tendered by one of Hope Manor II L.P.'s limited partners shall be deemed to be a cure by the Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer.
- Right to Cure by Lender. In the] event that an Event of Default occurs under this Agreement, and if, as a result thereof, the City intends to exercise any right or remedy available to it that could result in termination of this Agreement and all related agreements, or the suspension, cancellation, reduction or reimbursement of City Funds disbursed hereunder, the City shall prior to exercising such right or remedy, send notice of such intended exercise to the Lender and the Lender shall have the right (but not the obligation) to cure such Event of Default as follows:
- if the Event of Default is a monetary default, the Lender may cure such default within 30 days after the later of: (i) the expiration of thelcure period, if any, granted to the Developer with respect to. such monetary default; or (ii) receipt by the Lender of such notice from the City; and
- if any Event of Default is of a non-monetary nature, the Lender shall have the right to cure such default within 30 days after the later of: (i) the expiration of the cure period, if any, granted
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to the Developer with respect to such non-monetary default; or (ii) receipt by the Lender of such notice from the City; and j
(c) Notwithstanding the provisions of Section 15.04(b) hereof, if such non-monetary default is an Event of Default set forth in Section 15.01(e). if), (g). (h), (i) or _ hereof or Event of Default by the Developer of a nature so as not reasonably being capable of being cured within such 30 day period (each such default being a "Personal Developer Default"), the Lender shall provide written notice to the City within 30 days of receipt of notice of such Personal Developer Default stating that it shall cure such Personal Developer Default by the assignment of all of the Developer's rights and interests in this Agreement to the Lender or any other party agreed to in writing by both the Lender and the City. Upon receipt by the City of such notice from the Lender, the cure period shall be extended for such reasonable periodjof time as may be necessary to complete such assignment and assumption of Developer's rights hereunder; provided, however, that no payment of City Funds shall occur until such time as such Personal Developer Default is cured.
SECTION 16. MORTGAGING OF THE PROJECT
I
All mortgages or deeds of trust in place as of the date hereof with respect to the Property or any portion thereof are listed on Exhibit F hereto (including but not limited to mortgages made prior to or on the date hereof in connection with Lender Financing) and are referred to herein as the "Existing Mortgages." Any mortgage or deed of trust that the Developer may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof is referred to herein as a "New Mortgage." Any New Mortgage that the Developer may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof with the prior written consent of the City is referred to herein as a "Permitted Mortgage." It is hereby agreed by and between the City and the Developer as follows:
(a) In the event that a mortgagee or any other party shall succeed to the Developer's
interest in the Property or any portion thereof pursuant to the exercise of remedies under a New
Mortgage (other than a Permitted Mortgage), whether by foreclosure or deed in lieu of foreclosure,
and in conjunction therewith accepts an assignment of the Developer's interest hereunder in
accordance with Section 18.15 hereof, the City may, but shall not be obligated to, attorn to and
recognize such party as the successor in interest to the Developer for all purposes under this
Agreement and, unless so recognized by the City as the successor in interest, such party shall be
entitled to no rights or benefits under this Agreement, but such party shall be bound by those
provisions of this Agreement that are covenants expressly running with the land.
(b) In the event that any mortgagee shall succeed to the Developer's interest in the Property
or any portion thereof pursuant to the exercise of remedies under an Existing Mortgage or a
Permitted Mortgage, whether by foreclosure or deed in lieu of foreclosure, and in conjunction
therewith accepts an assignment of the Developer's interest hereunder in accordance with Section
18.15 hereof, the City hereby agrees to attorn to and recognize such party as the successor in
interest to the Developer for all purposes under this Agreement so long as such party accepts all of
the obligations and liabilities of "the Developer" hereunder; provided, however, that, notwithstanding
any other provision of this Agreement to the contrary, it is understood and agreed that if such party
accepts an assignment of the Developer's interest under this Agreement, such party has no liability
under this Agreement for any Event of Default of the Developer which accrued prior to the time such
party succeeded to the interest of the Developer under this Agreement, in which case the Developer
shall be solely responsible. However, if such mortgagee under a Permitted Mortgage or an Existing
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!
Mortgage does not expressly accept an assignment of the Developer's interest hereunder, such party shall be entitled to no rights and benefits under this Agreement, and such party shall be bound only by those provisions of this Agreement, if any, which are covenants expressly running with the land. |
(c) Prior to the issuance of the Certificate pursuant to Section 7.01 hereof, no New Mortgage shall be executed with respect to the Property or any portion thereof without the prior written consent of the Commissioner of HED. |
SECTION 17. NOTICE
Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following means: (a) personal service; (b) telecopy or facsimile; (c) overnight courier, dr (d) registered or certified mail, return receipt requested.
If to the City:
City of Chicago
Department of Housing and Economic Development 121 North! LaSalle Street, Room 1000 Chicago, IL 60602 Attention: Commissioner
With Copies To:
City of Chicago Department of Law
L 60602
Finance and Economic Development Division 121 NorthUaSalle Street, Room 600
Chicago,
If to the Developer:
Hope Manor II L.P.
and Hope Manor II LLC
c/o Volunteers of America of Illinois
47 W. Polk Street - Suite 250-2
Chicago, Illinois 60605
Attention: President and CEO
And
Hope Manor II L.P.
and Hope Manor II LLC
c/o Volunteers of America National Services
1660 Duke Street
Alexandria, VA 22314
Attention: bresident
With Copies To:
Applegate & Thorne-Thomsen, P.C. 626 W. Jackson Blvd. Suite 400 Chicago, IL 60661 Attention: jBen Applegate
and to:
NHT Equity LLC 2335 N. Bank Drive
-42-
Columbus, Ohio 43220 Attention: President
Illinois Housing Development Authority 401 N. Michigan Avenue, Suite 700 Chicago, Illinois 60611 Attention:! Executive Director
JP Morgan Chase Bank, NA. [address forthcoming]
[Additional notice parties forthcoming]
Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch. Any notice, demand or request sent pursuant to clause (c) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (d) shall be deemed received two (2) business days following deposit in the mail.
SECTION 18. MISCELLANEOUS
- Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties hereto; provided, however, that the City, in its sole discretion, may amend, modify or supplement Exhibit D hereto without the consent of any party hereto. It is agreed that no material amendment or change to this Agreement shall be made or be effective unless ratified or authorized by an ordinance duly adopted by the City Council. The term "material" for the purpose of this Section 118.01 shall be defined as any deviation from the terms of the Agreement which operates to cancel or otherwise reduce any developmental, construction or job-creating obligations of Developer (including those set forth in Sections 10.02 and 10.03 hereof) by more than five percent (5%) or materially changes the Project site or character of the Project or any activities undertaken by Developer affecting the Project site, the Project, or both, or increases any time agreed for performance by the Developer by more than ninety (90) days.
- Entire Agreement. This Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the parties hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof. |
- Limitation of Liability. No member, elected or appointed official or employee or agent of the City shall be individually, collectively 'or personally liable to Developer or any successor in interest to Developer in the event of any default or breach by the City or for any amount which may become due to Developer or any successor in interest, from the City or on any obligation under the terms of this Agreement.
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- Further Assurances. The Developer agrees to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become
necessary or appropriate to carry out the terms', provisions and intent of this Agreement.
i
- Waiver. Waiver by the City or jthe Developer with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Developer in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prjior waiver by a party, nor any course of dealing between the parties hereto, shall constitute a waiver of any such parties' rights or of any obligations of any other party hereto as to any future transactions.
- Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any other remedies of such party unless specifically so provided herein.
I
- Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or byjany third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.
18.08 Headings. The paragraph and section headings contained herein are for
convenience only and are not intended to limit, yary, define or expand the content thereof.
- Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.
- Severability. If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
i
- Conflict. In the event of a conflict between any provisions of this Agreement and the provisions of the TIF Ordinances such ordinance(s) shall prevail and control.
- Governing Law. This Agreement; shall be governed by and construed in accordance
with the internal laws of the State of Illinois, without regard to its conflicts of law principles.
j
- Form of Documents. All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
- Approval. Wherever this Agreement provides for the approval or consent of the City, HED or the Commissioner, or any matter is to; be to the City's, HED's or the Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City, HED or the Commissioner in writing and in the reasonable discretion thereof. The Commissioner or other person designated by the Mayor of the City shall act
-44-
for the City or HED in making all approvals, consents and determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.
18.15 Assignment. Except as permitted in accordance with a Permitted Lien, the
Developer may not sell, assign or otherwise transfer its interest in this Agreement in whole or in part
without the written consent of the City. Any successor in interest to the Developer under this
Agreement shall certify in writing to the City its agreement to abide by all remaining executory terms
of this Agreement, including but not limited to Sections 8.18 (Real Estate Provisions) and 8.22
(Survival of Covenants) hereof, for the Term of the Agreement. The Developer consents to the
City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.
- Binding Effect. This Agreement shall be binding upon the Developer, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of the Developer, the City and their respective] successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.
- Force Majeure. Neither the City nor the Developer nor any successor in interest to either of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions]such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, and other events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of]such party to discharge its obligations hereunder. The individual or entity relying on this section with respect to any such delay shall within ten (10) business days after the date of the occurrence of the event causing such delay, give written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay effected by any such events described above.
- Exhibits. All of the exhibits attached hereto are incorporated herein by reference.
- Business Economic Support Act. Pursuant to the Business Economic Support Act (30 ILCS 760/1 et seq.), if the Developer is required to provide notice under the WARN Act, the Developer shall, in addition to the notice required under the WARN Act, provide at the same time a cOpy of the WARN Act notice to the Governor of the State, the Speaker and Minority Leader of the House of Representatives of the State, the President and Minority Leader of the Senate of State, and the Mayor of each municipality where the Developer has locations in the State. Failure by the Developer to provide such notice as described above may result in the termination of all or a part of the payment or reimbursement obligations of the City set forth herein.
- Venue and Consent to Jurisdiction. If there is a lawsuit under this Agreement, each party may hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of
Illinois and the United States District Court for the Northern District of Illinois.
!
- Costs and Expenses. In addition to and not in limitation of the other provisions of this Agreement, Developer agrees to pay upon demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement.
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This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stayjor injunction), appeals and any anticipated post-
I pay any court costs, in addition to all other sums
judgment collection services. Developer also wi provided by law
18.22 Business Relationships. The Developer acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Developer has read such provision and understands that pursuant to such Section 2-156-030 (b), it is illegal for any elected official of the City, or any person acting at the direction ofj such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote] on any matter involving the person with whom an elected official has a Business Relationship, and (C) that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that, to the best of its knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
I" means "has a duty to".
]
- Date of Performance. If any date for performance under this Agreement falls on a Saturday, Sunday or other day which is a holiday under Federal law or under State law, the date for such performance will be the next succeeding business day.
- Construction of Words. The use of the singular form of any word herein includes the plural, and vice versa. Masculine, feminine and neuter pronouns are fully interchangeable, where the context so requires. The words "herein", "hereof and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. The term "include" (in all its forms) means "include, without limitation" unless the
context clearly states otherwise. The word "sha
18.25 No Merger. The terms of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the terms of this Agreement.
[THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK.]
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i
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.
HOPE MANOR II VETERANS HOUSING, L.P.,
an Illinois limited partnership
By: Hope Manor II VOA Veterans Housing LLC,
An Illinois limited liability company, its sole general partner
By: Volunteers of America National Services, a Minnesota corporation, a member
By: i
Patrick Sheridan, President
By: Volunteers of America of Illinois, an Illinois not for profit corporation, a member
By:
and CEO
Nancy Hughes Moyer, President
HOPE MANOR II VOA VETERANS HOUSING LLC,
an Illinois limited liability company
By: Volunteers of America National Services, a Minnesota corporation, a member
By: i
Patrick Sheridan, President
By: Volunteers of America of Illinois, an Illinois not for profit corporation, a member
By:
Nancy Hughes Moyer, President and CEO
CITY OF CHICAGO, by and through its Department of Housing and Economic Development
By:
Andrew J. Mooney, Commissioner
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that (i) Patrick Sheridan, personally known to me to be the President of Volunteers of America National Services, a Minnesota corporation and a member of Hope Manor II Veterans Housing LLC, an Illinois limited liability company ("Hope Manor II LLC"), and (ii) Nancy Hughes Moyer, personally known to me to be the President and CEO of Volunteers of America of Illinois, an Illinois not for profit corporation and a member of Hope Manor II LLC, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he and she each signed, sealed, and delivered said instrument, pursuant to the authority given to him and her as members of Hope Manor II LLC, as his and her free and voluntary acts, and as the free and voluntary acts of Hope Manor II LLC for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of ,
Notary Public
(SEAL)
Myj Commission Expires
i
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that (i) Patrick Sheridan, personally known to me to be the President of Volunteers of America National Services, a Minnesota corporation and a member of Hope Manor II Veterans Housing LLC, an Illinois limited liability company (the "General Partner), the general partner of Hope Manor II Veterans Housing, L.P., an Illinois limited partnership, ("Hope Manor II L.P."), and (ii) Nancy Hughes Moyer, personally known to me to be the President and CEO of Volunteers of America of Illinois, an Illinois not for profit corporation and a member of the General Partner, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he and she each signed, sealed, and delivered said instrument, pursuant to the authority given to him and her as members of the General Partner of Hope Manor II L.P., as his and her free and voluntary acts, and as the free and voluntary acts of the General Partner and Hope Manor II L.P. for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of ,
(SEAL)
Notary Public
My Commission Expires
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Andrew J. Mooney, personally known to me to be the Commissioner of the Department of Housing and Economic Development of the City of Chicago (the "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me thisj day in person and acknowledged that he signed, sealed, and delivered said instrument pursuant to the authority given to him by the City, as his free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth. I
GIVEN under my hand and official seal this day of
Notary Public
My- Commission Expires_
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT A
REDEVELOPMENT AREA LEGAL DESCRIPTION
[to be attached at closing]
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT B PROPERTY LEGAL DESCRIPTION
(Subject to Final Survey and Title Commitment)
PARCEL 1:
LOTS 1 THROUGH 12, BOTH INCLUSIVE, IN BLOCK 8, IN SUBDIVISION OF BLOCKS 7, 8, 9 AND 11 OF THOMPSON AND HOLMES SUBDIVISION OF THE EAST 45 ACRES OF THE NORTH 60 ACRES OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2:
LOTS 1, 2 AND 3 IN BLOCK 2 IN MINNICK'S SUBDIVISION OF THE EAST 111/4 ACRES OF THE SOUTH HALF OF THE SOUTH HALF OF|THE NORTH HALF OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 3:
LOTS 1 THROUGH 8, BOTH INCLUSIVE, AND LOTS 15 THROUGH 24, BOTH INCLUSIVE, ALL IN BLOCK 7, IN SUBDIVISION OF BLOCKS 7, 8, 9 AND 11 OF THOMPSON AND HOLMES SUBDIVISION OF THE EAST 45 ACf^ES OF THE NORTH 60 ACRES OF THE SOUTHEAST QUARTER OF SECTION 17, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Common addresses and PINs:
4-034; 20-17-414-035; 20-17-414-036.
20-17-415-017; 20-17-415-018; 20-17-415-019; 20-17-415-020; 20-17-415-021 20-17-415-022; 20-17-415-023; 20-17-415-001; 20-17-414-024; 20-17-414-025 20-17-415-002; 20-17-414-026; 20-17-414-027; 20-17-414-028; 20-17-415-003 20-17-415-004; 20-17-414-029; 20-17-415-005; 20-17-414-030; 20-17-414-031
20-17-414-032; 20-17-414-033; 20-17-4
6000-6018 S. Halsted Street, 6000-6036 S. Green Street, 6001-6025 S. Green Street and 801-845 W. 60th Street, Chicago, Illinois
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT C
I i
TIF-FUNDED IMPROVEMENTS
Cost
Line Item
(50% of actual)
Construction-residential
Sidewalks & Street Work (public way)
Engineering
Architect-Design
Legal
Environmental Review
8,580,744 495,677 131,000 358,000 100,000 47,200
$9,712,621'
TOTAL COSTS
* Notwithstanding anything in this exhibit to the contrary, the maximum amount of City Funds provided to the Developer under this Agreement shall not exceed $3,000,000.
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT D
REDEVELOPMENT PLAN
i
!
[to be attached at closing]
HOPE MANOR II REDEVELOPMENT AGREEMENT
I
EXHIBIT E
I
CONSTRUCTION CONTRACT
[to be attached at closing]
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT F
!
PERMITTED LIENS
1. Liens or encumbrances against the Property:
Those matters set forth as Schedule B title exceptions in the City's title insurance policy issued by the Title Company as of jthe date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.
2. Liens or encumbrances against the Developer or the Project, other than liens against the Property, if any:
i i
[None.]
HOPE MANOR II
REDEVELOPMENT AGREEMENT
1
EXHIBIT G-1 PROJECT BUDGET
ACQUISITION
Land $33
CONSTRUCTION COSTS
Construction-residential $17,657,165
Construction Contingency $903,122
Equipment & Furnishings $400,000
Excess Architect Insurance $25,000
Permits $100,000
Material Testing/ Enviornmental Testing $132,978
Engineering $131,000
Architect-Design $358,000
Architect-Supervision $108,000
DEVELOPMENT COSTS Energy Star Rater IHDA Fees DHED Fees
Construction Loan Fees Title & Recording Appraisal Market Study Survey
Bridge Loan Interest Bridge Loan Commitment Fee Consultant Fee Syndicator Fee Builder's Risk Insurance
$31,500
$66,500
$750
$80,000
$30,000
$6,,000
$10,125
$25,000
$530,000
$115,000
$400,000
$23,300
$60,000
PROFESSIONAL FEES
Zoning
Legal
Tax Credit Allocation Fee IHDA Compliance Fee VOANS initial compliance Accounting Environmental Review Marketing & Leasing Developer Fees
$30,000
$120,000
$82,500
$100,000
$10,000
$20,000
$47|,200
$100,000
$1,000,000
RESERVES Replacement Reserve Operating Reserves Rent-Up Reserve Pre-paid Insurance FF&E reserve
TOTAL COSTS
$73,000 $403,341 $241,221 $42,000
$29,200
i
$23,491,935
PRELIMINARY, SUBJECT TO CHANGE.
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT G-2 MBE/WBE BUDGET
Construction Costs and Site Preparation $17,657,165
Engineering Fees 131,000
Architect j 466,000
Total: 18,254,165
24% MBE = 4,381,000 4%WBE= 730,167
PRELIMINARY, SUBJECT TO CHANGE.
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT H
REQUISITION FORM
)
) ss
State of Illinois
COUNTY OF COOK )
The affiants are the members of Hope Manor II VOA Veterans Housing LLC, an Illinois
limited liability company ("Hope Manor II LLC"), which is the sole general partner of Hope Manor II
Veterans Housing, L.P., an Illinois limited partnership ("Hope Manor II L.P.", and together with Hope
Manor II LLC, the "Developer"), hereby certify that with respect to that certain Hope Manor II
Redevelopment Agreement between the Developer and the City of Chicago dated
, 20 (the "Agreement"):
_, have been
A. Expenditures for the Project, in the total amount of $
made:
B.
This paragraph B sets forth and is a true and complete statement of all costs of TIF-
Funded Improvements for the Project reimbursed by the City to date:
! i
$
C. Hope Manor II LLC requests reimbursement for the following costs of TIF-Funded Improvements:
$
in Paragraph C above have been previously
D. None of the costs referenced reimbursed by the City.
E.
The Developer hereby certifies to the City that, as of the date hereof:
- Except as described in the attached certificate, the representations and warranties contained in the Redevelopment Agreement are true and correct and the Developer is in compliance with all applicable covenants contained herein.
- No Event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default, exists or has occurred:
3. The Developer is operating the Property for the same use as described in the Developer's TIF application and/or the Redevelopment Agreement.
4. The financial statements for the Developer's most recently-concluded fiscal year are attached to this Requisition Form or have previously been provided to the City.
F. Attached hereto is a copy of the most recently available report (or final approval with respect to the Final Installment only) of the Monitoring and Compliance Division of the Department
respect to MBE/WBE, City Resident hiring and
of Housing and Economic Development with prevailing wage matters.
- Attached hereto is a copy of the inspecting architect's confirmation of construction completion, or percentage of completion, as applicable [ONLY FOR FINAL INSTALLMENT].
- Attached hereto is documentation establishing full payment of the last installment of real estate taxes due prior to the date hereof.
I.
This Requisition Form may be executed in counterparts.
All capitalized terms which are not defined herein have the meanings given such terms in the Agreement.
HOPE MANOR II VETERANS HOUSING, L.P.,
an Illinois limited partnership !
By: Hope Manor II VOA Veterans Housing LLC,
An Illinois limited liability company, its sole general partner
By: Volunteers of America National Services, a Minnesota corporation, a member
By:
Patrick Sheridan, President
By: Volunteers of America of Illinois,
an Illinois not for profit corporation, a member
By:
Nancy Hughes Moyer, President and CEO
LLC,
HOPE MANOR II VOA VETERANS HOUSING
an Illinois limited liability company
By: Volunteers of America National Services, a Minnesota corporation, a member
By: |
Patrick Sheridan, President
By: Volunteers of America of Illinois, an Illinois not for profit corporation, a member
By: I
Nancy Hughes Moyer, President! and CEO
Subscribed and sworn before me this day of
My commission expires:
Agreed and accepted:
Name: Title:
City of Chicago j Department of Housing and Economic Development
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT I
APPROVED PRIOR EXPENDITURES
[to be attached at closing]
HOPE MANOR II REDEVELOPMENT AGREEMENT
i
EXHIBIT J
OPINION OF DEVELOPER'S COUNSEL
[to be attached at closing]
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT K
n/a
HOPE MANOR II REDEVELOPMENT AGREEMENT
EXHIBIT L
ESCROW AGREEMENT
j
[to be attached at closing]
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT
AND AFFIDAVIT
!
SECTION I -- GENERAL INFORMATION
- Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
HoPfe rWtoP-ID Verrc-tXA^ WDuSj^fr-j U P-
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- [vf the Applicant !
OR
- [] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds lan interest:
OR
3. [] a legal entity with a right of control (see Section II.B.1.) State the legal name of the entity in
which the Disclosing Party holds a right of contijol:
- Business address of the Disclosing Party: 4^1 W PoU^ STi3 26>Q-2-
C Telephone: 3tZ--£a(gq-V3go Fax: 1\i-Sk^-^ol Email: flW)^W.S(<? VQ<u 1-
D. Name of contact person: K) n n L^j l-j^K^-i ijj 0-j ■( if
- Federal Employer Identification No. (if you have jane): J
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which~this EDS pertains. (Include project number and location of property, if applicable):
- Sale of City-owned parcels at 6000-18 S. Halsted, 6000-|6036 S. Green, 6001-6025 S. Green, and 801-845 W. 60th.
- Up to $3,000,000 from Englewood Neighborhood TIF; Up to $1,913,000 in Multi-Family Program Funds
- Which City agency or department is requesting tins EDS? |4cjm^ _> c< nr*>,;\>/ "ty^c /oy»n,'n jr
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
It is anticipated that NHT Equity, Inc., with a business address of 2335 North Bank Drive, Columbus OH 43220, will acquire a 99.99% limited partner interest in the Applicant upon the closing of the Matter.
Ver. oi-ot-12 Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person
[ ] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
Q([ Limited partnership
[ ] Trust
[] []
[ ] Limited liability company
Limited liability partnership Joint venture
[ ] Not-for-profit corporation
(Is jthe 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:
I
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes
[]No
rxN/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s). !
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name andjtitle of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Title
Name
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."<NOTE: Pursuant to Section 2-154-030 of the .Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Percentage Interest in the Disclosing Party
Name Business Address
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[JYes [#f(o
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and|business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
"* "It is anticipated that NHT Equity, Inc., with a business address of 2335 North Bank Drive, Columbus OH 43220 will acquire a 99.99% limited partner interest in the Applicant upon the closing of the Matter"
of 13
Page 3
Name (indicate whether retained or anticipated to be retained)
Business Address
Relationship to Disclosing Party Fees (indicate whether
(subcontractor, attorney, paid or estimated.) NOTE:
lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
. M'X. { p> <^L
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
o person directly or indirectly owns 10% or more of the
[ ] Yes [ ] No
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
B. FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
I
|
|
|
|
Hi |
|
|
AMERICAN MARKETING SERVICES |
527 S WELLS, STE 400 |
CHICAGO |
IL |
60607 |
SUBCONTRACTOR |
$ 10,125 |
APPLEGATE & THORN-THOMSEN |
626 W JACKSON, STE 400 |
CHICAGO |
IL |
60661 |
ATTORNEY |
$ 125,000 |
TITLE SERVICES INC |
610 E ROOSEVELT RD, STE 100 |
WHEATON |
IL |
60187 |
SUBCONTRACTOR |
$ 30,000 |
GREAT REALTY ADVISERS |
401 N. MICHIGAN AVE, STE 1200 |
CHICAGO |
IL |
60611 |
SUBCONTRACTOR |
$ 6,000 |
GRIMLEY & BIEDERMAN |
4505 N ELSTON AVE |
CHICAGO |
IL |
60630 |
SUBCONTRACTOR |
$ 25,000 |
ECS MIDWEST, LLC |
9824 INDUSTRIAL DR, UNIT C |
BRIDGEVIEW |
IL |
60455 |
SUBCONTRACTOR |
$ 47,200 |
MILNER & CARINGELLA |
1803 ST. JOHNS AVE |
HIGHLAND PARK |
IL |
60035 |
SUBCONTRACTOR |
$ 350,000 |
WORN JERABEK ARCHITECTS |
212 W SUPERIOR, STE 600 |
CHICAGO |
IL |
60654 |
SUBCONTRACTOR |
$ 597,000 |
i2>
- The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities dentified in Section II.B.l. of this EDS: |
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
- have not, within a five-year period preceding jthe date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
- The certifications in subparts 3, 4 and 5 concern:
- the Disclosing Party;
- any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
- any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility ofa 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
it, or, with the Contractor, is under common
indirectly controls the Contractor, is controlled by control of another person or entity; any responsible official of the Disclosing Party,
any Contractor or any Affiliated Entity or any
other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
- agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or I
c. made an admission of such conduct described in a. or b. above that is a matter of record, but
I
have not been prosecuted for such conduct; or
d. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
/V//V ; j
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
i
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A'j or "none").
/vyA j
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
/V/vv i
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
- The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is f-J'is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
- If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City." j
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
i
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [vj-No
to Items D.2. and D.3. If you checked "No" to
NOTE: If you checked "Yes" to Item D.l., proceed Item D.l., 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?
[]No
[ ] Yes
3. If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name
Business Address
Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
13
Page 8 of
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
osing Party has searched any and all records of
/ 1. The Disclosing Party verifies that the Disc
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI « CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
3. The Disclosing Party will submit an updated which there occurs any event that materially affects forth in paragraphs A.l. and A.2. above.
certification at the end of each calendar quarter in the accuracy of the statements and information set
4. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section
501 (c)(4) of the Internal Revenue Code of 1986 buthas not engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulationsjrequire 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?
L^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.)
iXYes []No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[]Yes E^No
- Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes \J[ No
If you checked "No" to question 1. or 2. above, please provide an explanation:
As ^ Mo, 2) -&'\ i\ <h f/ie^ -finrtJl e/rt\f^ ,
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City iri 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.
i
- The City's Governmental Ethics and Campaign F|inancing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate]in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City iii connection with the public release of information contained in this EDS and also authorizes the City tolverify the accuracy of any information submitted in this EDS.
i
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article 1 of
Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors riired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf o'f the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Wcrv. Ka^lL^Uelrira/K rtw_.mj\ L. P. (Print or type name of Disclosing Party)
M<-j \{\j(r rf£S HoVc?^ (Print or type name of person signing)
Ppj^u^vT j VDKJA/Tr^as or A^e^-icA ] or t cuwjis ujffc
A f_vt>_ Hofe WWOfc. TX {/OA %f£M^TC vc-rtQ*^
(Print or type title of person signing) S^Lte ^'^A/li1
tfo^V£-j re-
signed and sworn to before me on (date) /" (?~<3.0\l3
at (LOOfC . County, __7 / (state).!
Notary Public
OFFICIAL SEAL VERDA GR1FF1N-RIST NOTARY 3 ^BuC STATE OF ILUNOIS Ktf fcOMM'SSiON EXPIRES:0M»n5
Page 12 of 13
Commission expires: *f~S~JlOfS^
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer| or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority. I
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official] or department head?
[ ] Yes [><No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
- Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
HoPc rtiAsofiXE- VQ/i Vtrz/2*'^ Hvuf(Aj&- LLC-
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- [ ] the Applicant
OR
- [Xj a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: ftcPc MAMO'ij£-t/i5T£<WM- ■/■fj<*&\v&! I-A
OR j
3. [] a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
- Business address of the Disclosing Party: HI \aJ Po n^-; S "
C.]fiQ-tn7 I (_ o 0 i<,6{-
- Telephone: ~_\ I- -_7^H - Ll Fax: hil-Sb^- T?>Oi Email: t^jiW @L W« > I-
- Name of contact person: f-W^kg-S r\oy ■( is
| Jo
- Federal Employer Identification No. (if you have one):
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
- Sale of City-owned parcels at 6000-18 S. Halsted, 600o]6036 S. Green, 6001-6025 S. Green, and 801-845 W. 60th.
- Up to $3,000,000 from Englewood Neighborhood TIF; Up to $1,913,000 in Multi-Family Program Funds
- Which City agency or department is requesting this EDS? (Vot-'.Si'vS _[ Ex onovmt l)fi\/C bf>i4(j&/"^
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
and Contract #
Specification #
Ver. 01-01-12
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Person
Publicly registered business corporation
Privately held business corporation
Sole proprietorship
General partnership
Limited partnership
Trust
D(J Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[]Yes [JNo [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ J Yes
[JNo
p$N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Title
Name
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name
Business Address
Percentage Interest in the Disclosing Party
|
|
Vol<,n\U<r> tf JJ-h **«\ it, s,u i IU 6 \fi.~f St I, \ % |
|
|
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
j
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 monthslbefore the date this EDS is signed?
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s): !
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person jor entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business 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)
[/a
[vj Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes
[ ] No [^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?
[JNo
[ ] Yes
B. FURTHER CERTIFICATIONS
i
1. Pursuant to Municipal Code Chapter 1 -23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities
dentified in Section II.B.l. of this EDS:
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false
■ statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
- have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated! for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or|in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government. '
3. The certifications in subparts 3, 4 and 5 concern:
■ the Disclosing Party;
- any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
- any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa 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; j
- any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convictec bribe, a public officer or employee of the City,
or adjudged guilty of bribery or attempting to 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 J
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or ,
j
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
- The Disclosing Party certifies that the Disclosing Party (check one) [ ] is [v^uTnot
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
- If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no responsejappears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
vji^o
1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or
entity in the Matter?
[ ] Yes [,
NOTE: If you checked "Yes" to Item D.L, proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E.
- Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
- If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address- Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ER j. BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X. 1- The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or| profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VIJ. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
t\JJ_
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.) !
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award ofjany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
- The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above. \
- The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
i
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[Yj 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.)
WYes []No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes No
- Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Yes KJNo
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII -- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect tojthe Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 7^4-9660. The Disclosing Party must comply fully with the applicable ordinances.
i
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate |in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. Thisjincludes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.1
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
(Print or type name of Disclosing Party)
(Print or type name of person signing)
(Print or type title of person signing) | y
County, ZLTLL (state).
Notary Public
Signed and sworn to before me on (date) /- 9-A
at (Look
Commission expires:_
OFFICIAL SEAL VERDA GRIFFIN-RIST NOTARY PUBLIC STATE OF ILUNOIS MY COMMISSION EXFttESiMSftf
Page 12 of 13
I
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
i
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" oriany Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes - [^N
No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
i
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
- Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
]/oi.uVTe<3P-<* pr Art&£iQ4- or Ju-i~l-iAJOt\
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- [ ] the Applicant |
OR
- [)4 a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: lAr^v \Kb/\ cr TP- \fp\fvm <; -fb-t.Si^ L- f-
OR
3. [] a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
- Business address of the Disclosing Party: 4") ^ Pol I* > -Sit 2$~D "
l .
- Telephone: 1li--S,{rM-10 60 Fax: 3( Z--T<»^-> *° » Email: ^Vo^nj/i Q, \JO*. >\-Q(^
- Name of contact person: AJ'p /) rjvt} hf-S. M(Htts
- Federal Employer Identification No. (if you have one):
F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to
which this EDS pertains. (Include project number and location of property, if applicable):
- Sale of City-owned parcels at 6000-18 S. Halsted, 6000-6036 S. Green, 6001-6025 S. Green, and 801-845 W. 60th.
- Up to $3,000,000 from Englewood Neighborhood TIF; Up| to $1,913,000 in Multi-Family Program Funds
G. Which City agency or department is requesting this EDS? vVo^>^ fl _x o^Dwc ~^e\,(\o^eiA. /'
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # aid Contract #
Ver. 01-01-12
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
] Person
] Publicly registered business corporation
] Privately held business corporation
] Sole proprietorship
] General partnership
] Limited partnership
] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
0^ Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
(XYes [ ] No
[ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[JYes [JNo ijlN/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s). !
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Title
Name
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
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interest ofa member or manager in a limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
i
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes fl(No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s): j
\ !
I
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other personjor entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as ah employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business 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)
j^Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
or more of the Disclosing Party been declared in
Has any person who directly or indirectly owns 10%
arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes
[ ] No [Jc^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? I
[ ] Yes [ ] No
B. FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1 -23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery,, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
- The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section U.B.I, of this EDS: j
-
- are not presently debarred, suspended, proposedj for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
- have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government. j
- The certifications in subparts 3, 4 and 5 concern:
-
- 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 ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; |
- any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter.
-
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
- agreed or colluded with other bidders or. prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or j
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. I
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code. j
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "N A," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at anytime during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
■ AVA- !
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
A//Ar _l :
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
1. The Disclosing Party certifies that the Disclosing'Party (check one)
[ ] is (jxjjs not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
A//"A" |
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes _^No
NOTE: If you checked "yes'.' to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
- Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property takenipursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes [JNo
- If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name
Nature of Interest
Business Address
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 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 paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X. 1 ■ The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary): |
Af/Pr
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
- The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
- The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities". j
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [tf 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.)
[JYes [JNo
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[JYes [JNo
3. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
provide an explanation:
If you checked "No" to question 1. or 2. above, please
Page 10 of 13
SECTION VII -- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:-
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicaKO.org/Ethics. and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current, ln the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the ]
Municipal Code.
The Disclosing Party represents and warrants that:
Page II of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
V0Lu»TTze/\± of Atf^/LICA of- iLc\ajo!\
(Print or type name of Disclosing Party)
(Sign her
Afr\ N C 7 fi Vfr i-ftS^ M07&r2 (Print or type name of person signing)
(Print or type title of person signing)
. (state).! Notary Public.
Signed and sworn to before me on (date) at CQfi K County, IL
Commission expires: ,S /^f C?
1 »l»Hiinn||t|(
OFFICIAL SEAL . VICTOR ARANDA
NOTARY PUBLIC; STATE OF S/Nm<? I
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer o^any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary ofa 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?
[JYes j^No
I
If yes, please identify below (1) the name and title of such jperson, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION |
- Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Volunteers of America National Services
Check ONE of the following three boxes: '
Indicate whether the Disclosing Party submitting this EDS is:
- [ ] the Applicant
OR |
- |x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: IjOfg MAtl'OTL JTVOA' t/gf&WAS hft~ **
OR |
3. [ ] a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
- Business address of the Disclosing Party: 1660 Duke street
Alexandria, VA 22314
|
- Telephone: 703-341-5085 Fax: 703-341r700l Email: psheridanQvoa.org
I i
- Name of contact person: par.r^k BhP.ririan'
- Federal Employer Identification No. (if you have one):
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
- Sale of City-owned parcels at 6000-18 S. Halsted, 6000-6036 S. Green, 6001-6025 S. Green, and 801-845 W. 60th.
- Up to $3,000,000 from Englewood Neighborhood TIF; Up to $1,913,000 in Multi-Family Program Funds
- Which City agency or department is requesting this EDS? Department of Housing and
| Economic Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # N/A and Contract #
Ver. 01-01-12
Page 1 of] 13
SECTION II DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Limited liability company [ ]. iiimited liability partnership [ ] Joint venture pC] Not-for-profit corporation (Is the not-for-profit corporation also a 501(c)(3))?
' |X] Yes []No [ ] Other (please specify)
1. Indicate the nature of the Disclosing Party:
] Person
] Publicly registered business corporation
] Privately held business corporation
] Sole proprietorship
] General partnership
] Limited partnership
] Trust
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Mi nnRRor.fl
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 jX] No []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." Forjtrusts, estates or other similar entities, list below the legal titleholder(s). i
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf,
Name
Title
See Attached
No Members
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
Volunteers of America National Services Board of Directors and Officers As of January 1, 2013
rVnme/Cltv
Shawn Bloom Alexandria, VA
David T. Bowmn Alexandria, VA
Joseph Budzynski Alexandria, VA
Wilfred N.Cooper, St. Irvine, CA
Nancy Feldman Minneapolis, MN
Nancy Gavin Eden Prairie, MN
Robin Keller Alexandria, VA
C. David Kikumoto Denver, CO
Michael W. King Alexandria, VA
Joseph Lubarsky Milwaukee, WI
Carlos Maese Carrollton, TX
Carol Moore Alexandria, VA
John Morland Washington, DC
MattJ. Nelson Argyle, TX
Deborah Perry Eden Prairie, MN
Ann B. Schnarc Washington, DC
Patrick Sheridan Alexandria, VA
Michael Spilane St. Paul, MN
Michael Sullivan Fort Worth, TX
Thomas Turnbull Alexandria, V A
.Title
Director
Assistant Treasurer/ Assistant Secretary
Assistant Treasurer/ Assistant Secretary
Director
Secretary/Director
Assistant Treasurer/ Assistant Secretary
Assistant Secretary
Vice-Chair/Director
President/Ex-Officio Director
Director Director Chair/Director Director
Treasurer/Director
Assistant Treasurer/ Assistant Secretary
Director
Assistant Secretary
Director
Director
Assistant Secretary/ Assistant Treasurer
Term
prfrinr,ino-/Enr{{nr Dates 12/10/09-12/09/15
12/01/12-11/30/13 12/01/12- U/30/13 08/12/11 -08/11/14 11/03/10-11/02/13 12/01/12-11/30/13
12/01/12- 11/30/13
02/15/11 -02/14/14
07/01/10-Indefinite
08/05/11 -08/04/14
04/05/10-04/04/13
12/15/11-12/14/14
12/01/09- 11/30/15
06/01/10-05/30/13
12/01/12-11/30/13
11/03/10- 11/02/13
12/01/12-11/30/13
12/15/11-12/14/14
11/17/10-11/16/13
12/01/12-11/30/13
interest of a member or manager in a limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Business Address
Name
Percentage Interest in the Disclosing Party
N/A
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[po
[]Yes
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
- COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% dr more of the 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
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
- The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal; state or local unit of government;'
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performingja public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
I
- have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated' for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
- The certifications in subparts 3, 4 and 5 concern:
- the Disclosing Party; I
- 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 ofa business entity to do business withjfederal 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; i
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of] 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the fiye years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the Cityj the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
- agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any AffiliatedjEntity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. j
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EPS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
N/A j
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient,
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
l
1. The Disclosing Party certifies that the Disclosing Party (check one)
[] is M is not !
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
defined in Chapter 2-32 of the Municipal
"We are not and will not become a predatory lender as
Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156, of the Municipal Code have the same meanings when used in this Part D.
- In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes DO No
NOTE: If you checked "Yes" to Item D. 1., proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E.
- Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D,
Does the Matter involve a City Property Sale? !
[]Ycs []No |
- If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name
Business Address
Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
BUSINESS
E. CERTIFICATION REGARDING SLAVERY ERA
Party checks 2., the Disclosing Party must
Please check either 1. or 2. below. If the Disclosing ' disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X l. 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:
N/A
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING .
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):.
N/A
(If no explanation appears or begins on the lines above, or if the letters "N A" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an 'officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of' 13
- The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above. \
- The Disclosing Party certifies that either: (i) it;is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [X] No
If "Yes," answer the three questions below:
- Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes []No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[]Yes [)No
- Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances. j
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at
incarceration and an award to the City of treble
law for a false statement of material fact may include damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in 'connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
j
- The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing PartY|Or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
i
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. Si General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City. !
Volunteers of America National Services
(Print or type name of Disclosing Party)
Joseph A. Budzynski
(Print or type name of person signing)
Asst. Secretary / Asst. Treasurer (Print or type title of person signing)
Signed and sworn to before me on (date)35ni>&n/ 1 lO, ZO\_j .
at AtiJtanririo. c&uaty, Virginia^ (state/
Notary Public
Commission expires: AfDV- ^r7.
j^s^K Commonwealth of Virginia
iW » spi LawdaTrenise Love -Notary Public
VW^/ Gw'n|M'0nNo.72817B8
^3£Sr My Commission Scares 11/30/2013
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt ot 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., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" orjany Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
j.-
SECTION I -- GENERAL INFORMATION
A; Lcgnl name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- (] the Applicant
. OR
- m a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: Uopg, YAp^r l\ ^frrararrfe VW 4>'nc<.
OR J
3. [ ] a legal entity with a right of control (see Section II.B.).) State the legal name of the entity in
which the Disclosing Party holds n right of control:
B. Business address of the Disclosing Party: £)33B Mftft-fh "^fl|V(f>
- Telephone: /Ml)^IrtyEflSFax: (jW <T)^5J-3^*70 Email: )li44^^nrT^4pftg
- Name of contact person: Loftl Lt^T'k3. i
- Federal Employer Identification No. (if you have one): ,
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. {Include project number and location of properly, if applicable)- S*x\t eft Cr+Lp Ou>ned parcels a.+ bDOO-LoD\_ Hatred ^Ree^ kOOO-Utf3US.GfV:enS>taee-r,
§rojn\ \rom £n3leu?ood Na'ghb&rhood Rre^and a rmal+'t-Prc^rtim Loan
- Which City agency or department is requesting this EDS? ^.^^ tF^^n^ T>fy*lflpaD_fi4'
If the Matter is a contract being handled by Ihe City's Department of Procurement Services, plcnse complete Ihe following:
and Contract if
Specification #
te (Xrrh'cipahaf JhaJ- -fat's en-h^u dcaaiQi^ <l /WW
Page I of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ol'lhe Disclosing Parly [ J Person
[ ] Publicly registered business corporation [ ] Privately held business corporation (] Sole proprietorship {] General partnership [ ] Limited partnership [ ] Trust
r'i ■
m Limited liability company
[ ] Limited liability partnership
{] Joivu venuvre
[ ] Not-for-profit corporaiion
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ) No
Other (please specify)
f]
2. For legal entities, the suite (or foreign country) of incorporation or organization, if applicable:
Oht'D !
3. For legal entities noi organized in the Siulc of Illinois: Mas die organization registered io do business in ihe Staic of Illinois us a foreign entity?
[ ] N/A
[JYes
r|lNo
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and lilies of all executive officers and all directors of thccntiiy. NOTE: For not-for-profit corporations, also list below all members, if any, which arc legal entities. If there ore no such members, write "no members." For trusts, estates or other similar emilics. list below the legal tiilcholdcT(s). I
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, lisi below the name and tiilc of each general partner, managing member, manager or any other person or entity thai controls the day-lo-doy management of the Disclosing Party. NOTE: Each legal entity listed below musi submit an EDS on ils own behalf.
Tide
Name
Sag
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in unccss of 7.5% of the Disclosing Party. Examples ofsuch an imcresi include shares in a corporaiion, partnership inicresi in a partnership or joint venture,
Page 2 of 13
Interest ofa member or manager in n limited liability company, or "^[^f^*^ IL or other similar entity. If none, stale "None," NOTE: Pursuant to Sect 2- L>4-030of the Municipal Code of Chicago ("Municipal Code"), ihci City may require any such add,uona.|mformat,on from-any applicant which is reasonably intended to achieve full disclosure.
Business Address
Name
Percentage Interest in the Disclosing Party
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
i
Has the Disclosing Parly luid a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date ihis EDS is signed?
I] Yes
t/lNo
If yes, please identify below Ihe namc(s) of such Cily elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person1 or entity whom the Disclosing Party has retained or expects to retain in connection with the Mailer, as well as ihe nature of the relationship and the total amount of ihe fees paid or estimated io be paid. The Disclosing Party is not required to disclose employees who arc paid solely through thc Disclosing Parly's regular payroll.
"Lobbyist" means any person or entity who undertakes io influence any legislative or administrative action on behalf of any person or entity other than: (1) a noi-for-profii entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person orentily tiny part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action. '
If the Disclosing Party is uncertain whether a disclosure is required under this Scction,ithc Disclosing Party must cilher ask the Cily whether disclosure is required or make the disclosure.
Payc3of 13
Name (indicate whether retained or anticipated to be retained)
Business Relationship to Disclosing Party Address (subcontractor, altqrney, lobbyist, etc.)
Fees (indicate whether paid or estimated,) NOTE: "hourly rate" or "t,b.d." is not an acceptable response.
(Add sheets if necessary)
|tf Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or cnt.ucs. SECTION V - CERTIFICATIONS A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their childjsupport obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Parly been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[JYes
[JNo No person directly or indirectly owns 10% or more of the
Disclosing Parly.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with thai agreement?
[ ] Yes [ ] No
B. FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article 1 ("Article J")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Parly submitting this EDS is the Applicant and is doing business with the Cily, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, ihcft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article 1 supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section ILB. 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, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property,
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
- have not, within a five-year period preceding jthe date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government
' 3. The certifications in subparts 3,4 and 5 concern:
- the Disclosing Party;
- any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
- any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without (imitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following tbe ineligibility ofa business entity to do business with federal or state or local government, including the City, using substantially tbe 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 mostly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity acting pursuant to the direction or authorization ofa responsible official of the Disclosing Party 'anv Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the live years before the date tins EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or nn Affiliated Entity or a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity; |
! {
- agreed or colluded with other bidders or prospective bidders, or been a party to anyjsuch 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 j
j
-
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither tbe Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as|a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any stale or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating. j
- Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: Jthe Specially Designated Nationals List, the Denied Persons List, ihe Unverified List, the Entity List ana the
Debarred List. I :
! |
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below
Ifo-^te, iPfsAr k^flMrUf, & Wiring faftUj r£U>& nl,T| frvp.fqj.
Page 6 of 13
If'the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party eerliried to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the follow ing is a complete list of all current employees of the Disclosing Parly who were, at any lime during the 12-monlh period preceding the execution date of this EDS. an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
. i ^
9. To the best of the Disclosing Party's knowledge alter reasonable inquiry, ihe following is a complete list of all gifts that the Disclosing Party has given or caused lo be given, at any time during the 12-month period preceding the execution date of this EDS, lo an employee, or elected or appointed official, of the City of Chicago. For purposes of 111 is statement, a "gift" does not include: ji) anything made generally available to Cily employees or to ihe general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than S20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below,ip'lcasc also lisi the name of the Cily recipient.
! 1-
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
I. The Disclosing Party certifies that the Disclosing Pany (check one)
[]is
rj)£is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
predatory of doing
"Wc are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, n predatory lender as defined in Chapter 2-32 of ihe Municipal Code. We understand thai becoming a! predate
aptcr s-sz ot inc Municipui uouk. we unacrsianti mai becoming » lender or becoming an affiliate ofa predatory lender may result in the loss of the privilege business with the City."
If the Disclosing Party is unable to make ibis pledge because it or any of its affiliates (as defined in Section 2-32-455(0) of ihe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthc Municipal Code, explain here (attach additional p<.ges if necessary)-
If the tellers. "NA," the word "None," or no response appears on ihe tines above, it will be j conclusively presumed lhai the Disclosing Party certified io ihe above statements. !
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms thut are denned in Chapter 2-156 of the Municipal Code have the samjc meanings when used in this Part D.
1. ln accordance with Section 2-156-110 of the Municipal Code: 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 entity in the Matter? .
[ ] Yes m No
leclivcly,
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you chcckejl "No" to hem D.I., proceed to Part E.
- Unless sold pursuant to a process ol*competitive bidding, orotherwi.se permitted, no Cily 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 thai (i) belongs io the City, or (ii) is sold
I
for taxes or assessments, or (iii) is sold by virtue of legal process al the suit of the Cily (co
"City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power
does not constitute a financial interest within the meaning ofthis Part D.
Does the Matter involve a City Properly Sale?
[ ] Yes [ ] No
3. If you checked "Yes" to Item D.l., provide the names and business addresses of ihc| Cily officials or employees having such interest and identify the nature of such interest:
Name
Business Address
Nature of Intcrcsl
prohibited financial intcrcsl in ihe Matter will
4. The Disclosing Party further certifies thai no be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check cither 1. or 2. below. If the Disclosing Pnrly checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
PngeS of 13 "
comply with these disclosure requirements may make any contract entered into with the-Cily in connection with the Matter voidable by the City,
Tnc Disclosing Party verifies that the Disclosing Party has searched arty and all records of the Disclosing Party and any and all predecessor cniiiics regarding records of investments or profits from slavery or slaveholder insurance policies during ihe slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Parly has found no such records.
2. The Disclosing Party verifies that, as a result ol"conducing the search in step 1 abbvc, ihe
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Parly verifies lhat ihe following constitutes full disclosure of all sjuch records, including ihe names of any and all slaves or'slnvcholdcrs 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 noi federally funded, proceed to Section VII. For purposes of this Section VI, lax credits allocated by the City and proceeds of debi obligations of ihe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of ihe Disclosing Parly with respect to the Mailer: (Add sheets if necessary): I
-j\io- : I
(If no explanation appears or begins on Ihe lines above, or iTihc letters "NA" or if the word "None" appear, it will be conclusively presumed thai ihe Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on bcljair of the Disclosing Pany with respect io ihe Mailer.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pfiy any person or entity to influence or attempt to influence an officer or employee of any aeency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee ofa member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or io extend, continue renew amend, or modify any federally funded contract, grant, loan, or cooperative agreement. '
Page 9 of! 13
i I
3 The Disclosing Party will submit an updated! certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A. 1. and A.2. above. !
(ii) il is an organization described in section has not engaged and will not engage in "Lobbying
4. 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 501(c)(4) of the Internal Revenue Code of 1986 but Activities".
' 5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4.1 above from all subcontractors before h awards any subcontract and the Disclosing Parly must maintain all such subcontractors' certifications fpr the duration of the Matter and must make such certifications promptly available to the City upon request
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If die Matter is federally funded, federal regulations require ihe Applicant unci all proposed subcontractors to submit the following information with iheir bids or in writing at the outset of negotiations. j
Is the Disclosing Party the Applicant?
[JYes
If "'Yes/* answer the three questions below:
. I. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.) (]Yes []No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ J Yes [ ] No
- Have you participated in any previous contracts or subcontracts .subject to the equal opportunity clause? ,
[ J Yes [ ] No
If you checked "No" to question I. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE I
Tbe Disclosing Party understands and agrees that:
A.' The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.citvofchicago.org/Ethics. and may alsojbe obtained from the City's Board of Ethics, 740 N.
Sedgwick St, Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in tbe Matter and/or declining to allow the Disclosing Party to participate in other transactions with tbe City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble
D. It is the City's policy to make this document available to the public on its Internet site and/or upon request Some or all of the information provided on this EDS and any attachments to mis EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes tbe City to1 verify tbe accuracy of any information submitted in mis EDS. !
E. The information provided in this EDS must be kept current In the event of changes, the Disclosing Party must supplement this EDS up to the time tbe City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as-required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent iri paying any fine, fee, tax or other charge owed to the City. This includbs, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Parly is the Applicant, the Disclosing Parly and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Parly will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that doesjnot provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
fVAjr HcLony^ LLC
here)
(Print or type name of Disclosing Party)
(Print or type name of person signing)
Viet Preside**
(Print or type title of person signing)
at F«L<uiva_i.4
u
>rrertpir
Signed and sworn to before me on (date)^AUAA£\I ^ . 3-°f3
' County, fstatel. I
. Notary Public.
CommlssiorTTrxpires:
Page 12 of 13
f*_Wm& JENNIFER K. ARMSTRONG NOTARY PUBLIC, STAT? OF OHIO ...^.J_W m COMMISSION EXPIRES _j - S- ~|4
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 jpplicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any Jcgal entity which has only an indirect ownership interest in the Applicant.
| ' i
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Parmer thereof currently has a ''familial relationship" with any elected city official or department head. A "familial relationship" exists i I", as of the date this! EDS is signed, the Disclosing Parly or any "Applicable Puny" or any Spouse or Domestic Partner ihcrcohs related lo the mayor, any alderman, ihe city clerk, ihe city treasurer or any city department head as spouse o'r 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, l'atlicr-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 of the Disclosing Party listed in Section II.B. I.a., if the Disclosing Party is a corporation; all partners of ihe Disclosing Party, if the Disclosing Parly is a (general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Pa ly is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Parly is a limited liability company; (2) all principal officers of ihc| Disclosing Party; and (3) any person having more than n 7.5 percent ownership interest in ihe Disclosing Party, principal officers" means the president chief operating officer, executive director, chief financial officer, treasurer or secretary ofa legal cntU)j or any person exercising similar authority. j
Docs the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thcrcpf currently have a "familial relationship" wilh an elected city official' or department head? i
[JYes [j(lNo
If yes, please identify below (I) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected cily official or department head tojwhom such person has a familial relationship, and (4) the precise nature ofsuch familial relationship. '
Page 13 (if 13
NHT Equity, Inc.
Directors: James A. Bowman
Margaret Norn's Mike Durnrnermuth LorfUttle
OfRcers: James A. Bowman, President
Margaret "Morris, CFO Mike Durnrnermuth, Vice President Lori Little, Vice President
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
- Legal name of the Disclosing Parly submitting this EDS. Include d/b/a/ if applicable: Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is: 1
- [ ] the Applicant
OR
- [ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the ^ Applicant in which the Disclosing Party holds an interest:
3.
wl
OR
|[] a legal entity with a right of control (sec Section II.B. 1.) State the legal name of the entity in
/hich the Disclosing Pat ty holds a right of control: Nll-fT K/^Jt'-r-j^ LLC-
- Business address of the Disclosing Parly: flS3B Nftfrrh TWi t DRiVfr
- Telephone: Fax: lAM-Z&nfl Email: 1 W44lgv^ l^olofc^
- Name of contact person: l_jnP>t VrrHPi
- Federal Employer Identification No. (if you liavc one): ;
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to
which this EDS pertains. (Include project number and location of property, if applicable):
3a\e (A C4u-oie>n.ed paf^els cv\- bOCO-LoO\% 2>. \\a\&-d> :bvfteer>qoo-UtO^b ±>.
n- - ■ - - -' ~ /»- «- - '^LzMS fa^Cteeet
* £cn/ni-fl 7?cve(t>p rf\&rr. . pfi^aam
Loan,
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract # j
vcr.oi-oi-i2 Tagc I of 13 /rm4*dpcL$-Hn.#. inf^izesf />
J~hc J^pplrcrxn-r upfin Clozrnq afi-fate /yic\-ti-&.
SECTION II » DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
[ ] Limited liability company [ ] Limited liability partnership [ 1 Joint venture m Noi-lbr-profii corporation (Is lire not-for-profit corporation also a 501(c)(3))'?
j jtfYcs []No [ ] Oilier (please specify) i
1. Indicate the nature of tbe Disclosing Parly (] Person
[ ] Publicly registered business corporaiion [ ] Privately held business corporaiion [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership [ ] Trust
2. For legal entities, the state (or foreign country) of incorporation or organization, if'applicable:
3. For legal entities not organized in the State oil Illinois: Mas the organization registered to do business in the State of Illinois as a foreign entity?
□ Yes
f^No
J3. IF THE DISCLOSING PARTY IS A LEGAL ENTITY: 1
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also lisi below all members, if any, which arc legal entities. If ihcrc arc no such members, write "no members." For trusts, estates or oilier similar entities, lisi below the legal titlcboldcr(s).
If the eniiiy is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity thai controls the day-io-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Title
Name
see a-trrtphprt
2. Please provide the following information concerning each person or entity having ja direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or.joint venture,
i
Page 2 of 13
iDteresi ofa member or manager in a limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, slate "Nonc/'ViOTE: Pursuant lo Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may rcqiriTC any such additional] information from any applicant which is reasonably intended to achieve full disclosure.
Business Address
Name
Percentage Intcrcsl in the Disclosing Parly
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the dale this EDS is signed? '
[ ] Yes
fi No
If yes, please identify below the namc(s) of such City elected olTicial(s) and describe such rclationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney lobby*, accountant consultant and any other person or entity whom the Disclosing Party has retained or expects to ream m connection with ,he Matter, as well as the nature of the relationship and I e toni amount of the fees paid or estimated to be paid. The (Disclosing Party is no. rcquir d u I ^ employees who arc paid solely .hrough ihe Disclosing Party's regular payroll.
"Lobbyisr means any person or eniiiy who undertakes to influence any legislative or administrative
^zr'SXrZr:::or cmi,y othcr than: {iu -
- . V / , PCrS°n °r Cnmy a"y l>art of whosc dulics »* an employee of
another tncludes undcnak.ng to influence any legislative or administrative action.
If the Disclosing Pnrty is uncertain whether a discllsure is required under this Section- the D.sc.osmg Party must ether ask the City whether disclosure is required or make itcSosL.
Pago 3 of 13
Name (indicate whether Business Relationship lo Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
j)(f Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V CERTIFICATIONS
- COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Parly been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ) No J$ No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approvejd agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
- FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Parly submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of J 3
I
2. Tbe Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 113.1. of mis EDS:
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or bad 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; faUlfication or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally orj civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
<L have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
e. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government. !
3. Tbe certifications in subparts 3,4 and 5 concern:
!
- the Disclosing Party; j
- any "Contractor" (meaning any contractor or subcontractor used by tbe 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 tbe Contractor, is controlled by It, or, with the Contractor, is under common control of another person or entity; |
- any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of tbe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Parly
or any Contractor nor any Agents have, during the five years before ihe date this EDS is sipicd, or, with
respect to a Contractor, an Affiliated Emily, or an Affiliated Entity ofa Contractor during the five years
before the dale of such Contractor's or Affiliated Emily's contract or engagement in connection with ibe
Mailer: j |
-
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, n public officer or employee of the City, the Slate or Illinois, or any agency of the federal government or of any state or local government in the United Stales of America, in thai officer's or employee's official capacity;
- agreed or colluded with other bidders or prospective bidders, or been a party lo any such agreement, or been convicted or adjudged guilty of agreement or collusion nmongibidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fifced price or otherwise; or
- made an admission of such conduct described! in a. or b. above thai is a maucr of record, bul have noi been prosecuted Ibr such conduct: or j
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
i
A. Neither ihe Disclosing Parly, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of stale 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 5/33 E-4; or (3) any similar offense of any state or of the Uniicd S titles of America that contains the same elements as the offense of bid-rigging or bid-rotating.
■ 5. Neither the Disclosing Parly nor any Affiliated Entity is listed on any of the following lists maintained by ihe Office of Foreign Assets Control Jf the U.S. Department of the Treasury or the Bureau of Industry and Security of ihe U.S. Department of Commerce or iheir successors: the Specially Designated Nationals List, the Denied Persons Lisi, the Unverified List, the Emily List arid the Debarred List.
- The Disclosing Parly understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Elhics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any ortlie above statements in this Part B (Further Certifications), the Disclosing Parly must explain below:
I
!
Page 6 of 13
If the letters "NA," the word "None/' or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
A|flL.
9. To the best of the Disclosing Parly's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Parly has given or caused to be given, at any tjmc during the 12-month period preceding ihe 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" docs not include:)(i) anything made generally available to City employees or to thej general public, or (ii) food or drink provided in the course of official Cily business and having a retail value of less than S20 per recipient (if pone, indicate with ' N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
- The Disclosing Parly certifies that the Disclosing Party (check one)
[ ] is fj{ is noi
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
- If the Disclosing Party IS a financial institution, then ihe Disclosing Party pledges:
"We are not and will not become a predatory lender ns defined in Chapter 2-32 of ihe Municipal Code. Wc further pledge that none ofour affiliates is, mid none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of ihe privilege of doing business with the City." \
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within ihe meaning of Chapter 2-32 ofthc Municipal Code, explain here (attach additional pages if necessary):
t
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
i
- In accordance with Section 2-156-1 10 of the Municipal Code: Does any official or employee
of the City have a financial interest in his or her own name or in the name of any other person or
entity in the Matter? . >
uycs r^N°
NOTE: If you checked "Yes" to Item D.I., proceed lo Items D.2. and D.3. If you checked "No" lo Item D.l., proceed to Pari E.
- Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no Cily elected official or employee shall have a financial intcrcsl in his or her own name or in the name of any other person ot entity in the purchase of any property lhal (i) belongs io the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the Cily (cpllcctively, "City Property Sale"). Compensation for property taken pursuant to inc City's eminent domain power
does not constitute a financial interest within the meaning of this Pari D.
I
Docs the Matter involve a City Properly Sale?
[ ] Yes [ ] No
■ 3. If you checked "Yes" to llcm D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest;
j
Name Business Address Nature of Interest
4. The Disclosing Parly further certifies thai no prohibited financial interest in the Mailer will be acquired by any City official or employee.
F. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check cither 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 paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the Cily in connection with the Matter voidable by the Cily. !
1, The Disclosing Party verifies lhal the Disclosing Party has searched any and all records of iheDisclosing Party and any and all predecessor entities regarding records of investments or profils fipm slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage Tor damage to or injury or death of their slaves), and ihe Disclosing Party has found no such records. !
2. The Disclosing Party verifies lhai, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profils from slavery or slaveholder insurance policies. The Disclosing Party verifies thai ihe following constitutes full disclosure ofall'such records, including the names of any and all slaves or, slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
1 i 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, ta.x credits allocated byjthc City
and proceeds of debt obligations of ihe Cily are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. List below the names of all persons or entities registered under the federal Lobbying Disclosure Aci of 1995 who have made lobbying contacts on behalf of the Disclosing Parly with respcel to the Mailer: (Add sheets if necessary):
: i
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed thai ihe Disclosing Party means thai NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf oT the Disclosing Party with respect to ihe Matter.) J
1 i
2. The Disclosing Party lias noi spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or ro|pay any person or cnlily lo influence or attempt to influence ah officer or employee of any agency, as defined by applicable federal law, a member or Congress, an officer or employee of Congress, or anj employee ofa member or Congress, in connection with the award of any federally funded contract, mailing 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. :
Page 9 of 13
- The Disclosing Parly will submit an updated certification ai the end of each calendar quarter in which there occurs tiny event thut materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
i
- The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986: or(ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has noi engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above fiom all subcontractors bcroTe it awards any subcontract and ihe 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.
LOYMENT OPPORTUNITY
B. CERTIFICATION REGARDING EQUAL EMI5
!
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations. !
Is ihe Disclosing Pany the Applicant? :
[]Ycs [j^No If "Yes." answer the three questions below:
- Have you developed and do you have on file affirmative action programs pursuant lo applicable federal regulations? (See 41 CFR Part 60-2.)
11 Yes [ 1 No ,
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Coniract Compliance Programs, or ihe Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
(J Yes [ ] No
- Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
I ] Yes [ ] No
If you checked "No" to question I. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VH - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and tbe City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.citvofchicatto.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 tbe applicable ordinances.
- If tbe 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 voidX at law, or in equity, including terminating the Disclosing Party's participation in tbe Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
D: It is the City's policy to make this document available to the public on its Internet site and/or upon request Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against tbe City in connection with tbe public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
B. The information provided in this EDS must be kept current In the event of changes, tbe Disclosing Party must supplement this EDS up to the time the City takes action on tbe Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. l . The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any,of the items in F.I., F.2. or F.3. above, an explanatory statement must be attached lo this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
MArmyacflrroaH«<4TvVfr 7ftInt.
(Print or type name of Disclosing Party)
(Print or type name of person signing) (Print or type title of person signing) '
, JENNIFER K. ^STRONG A HOlWPWCSfWEOFOHKI, j/lff COMMlSSlONEXPIHES_i(^2J3-
Page 12 of .13
Signed and sworn to before me on (date) Qa4uuvc.-^| °\ , "Zoi^
at t-Lul*-ui4 County, onio (stale).
CITY OfJcHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. If is not fo be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner ihcrcorcurrciuly 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 thcrcops 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.
i i
"Applicable Parly" means (I) all executive officers ol the Disclosing Parly listed in Section II.B.I.a., il the Disclosing Party is a corporation; all partners of the Disclosing Parly, if ihe Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Patty is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of ihe Disclosing Pany; and (3) any person hajving more than a 7.5 percent ownership intcrcsl in the Disclosing Parly. "Principal officers" means Ihe president' chief operating officer, executive director, chief financial officer, treasurer or secretary ofa legal cntiryj or any person exercising similar authority.
Docs the Disclosing Party or any 'Applicable Pany" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected cily official or department head?
[ ] Yes f/lNo
If yes, please identify below (1) ihe name and liilc of such person, (2) the name of ihe legal entity io which such person is connected; (3) the name and litlc orthc elected city official or department head tolwhom such person has a familial relationship, and (4) the precise nature of such familial relationship. !
National Affordable Housing Trust, Inc
Members: National Church Residences
Retirement Housing Foundation Mercy Housing, Inc.
Evangelical Lutheran Good Samaritan Society
Volunteers of America
Directors: Tom Slemmer
Joseph Kasberg Laverne Joseph Frank Rosello Jane Graff Jennifer Erixon Raynae Nylander David Horazdovsky Patrick Sheridan Tom Turnbull
Officers: Laverne Joseph, Chairman of the Board
James A Bowman, President
J
Tom Slemmer, Secretary
Margaret Norrb, Treasurer
Mike Durnrnermuth, Assistant Treasurer
Lori Little, Assistant Secretary