CHICAGO June 5. 2013
To the President and Members of the City Council:
Your Committee on Finance having had under consideration
A communication recommending a proposed amended substitute ordinance concerning the Chicago Metered Parking System Concession Agreement.
02013-4087
Having had the same under advisement, begs leave to report and recommend that your Honorable Body pass the proposed Ordinance Transmitted Herewith
This recommendation was concurred in by ^_Xaroll call ypte
of members of the committee with a final vote total of 15-6.
(signed'
Respectfully submitted
Chairman
AMENDED SUBSTITUTE ORDINANCE
WHEREAS, the City of Chicago (the "City") is a body politic and corporate under the laws of the State of Illinois and a home rule unit of government under Article VII of the 1970 Constitution of the State of Illinois; and
WHEREAS, as a home rule unit of government, the City may exercise any power and perform any function pertaining to its government and affairs; and
WHEREAS, on December 4, 2008, the City Council ofthe City passed an ordinance authorizing the Mayor and the Chief Financial Officer of the City to enter into a concession agreement regarding parking fee collection devices in the Chicago metered parking system (the "Concession Agreement") and authorizing the execution of associated documents, associated conveyances, and other ancillary acts; and
WHEREAS, it is in the best interests of the residents of the City and desirable for the welfare of its government and affairs to effectuate certain amendments to the Concession Agreement; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The recitals set forth above are hereby incorporated herein by reference and made a part hereof.
SECTION 2. The First Amendment to Chicago Metered Parking System Concession Agreement (the "First Amendment"), attached as Exhibit A to the Settlement Agreement referenced in Section 3, is hereby approved. The Mayor, the Chief Financial Officer, the City Comptroller, the Director of the Office of Budget and Management, and the Corporation Counsel (the "Authorized Officers") are each authorized to execute the Amended and Restated Chicago Metered Parking System Concession Agreement (the "Restated Concession Agreement") in substantially the form attached to the First Amendment or with such changes as are not inconsistent with this ordinance and are approved by the executing officer, such officer's execution of the Restated Concession Agreement to constitute conclusive evidence of the City Council's approval of any and all such changes.
SECTION 3. The Release and Settlement Agreement (the "Settlement Agreement"), attached hereto as Exhibit 1, in connection with In the Matter of the Arbitration Between Chicago Parking Meters, LLC and City of Chicago, American Arbitration Association Case No. 51 181 Y 00338 12, is hereby approved. In connection with the Settlement Agreement, the Corporation Counsel is authorized to waive any outstanding electric bills due and owing to date by Chicago Parking Meters, LLC (the "Concessionaire") under the Concession Agreement. The
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Authorized Officers, and any other City officer as shall be designated by the Authorized Officers, are each authorized, individually and jointly, to execute and deliver any and all agreements, documents, instruments and certificates as the executing officer shall deem necessary, advisable or appropriate in connection with the Settlement Agreement and the First Amendment and the execution of the Restated Concession Agreement. Any of the Authorized Officers, and any other City officer as shall be designated by any of the Authorized Officers, are each hereby authorized and directed to do all such other acts and things as may be necessary, advisable or appropriate to carry out the purposes of the Settlement Agreement, the First Amendment and the Restated Concession Agreement or otherwise to carry out the intent and purposes of this ordinance. All of the acts of each Authorized Officer which are in conformity with the intent and purposes of this ordinance, whether heretofore or hereafter taken or done, shall be and the same are in all respects ratified, confirmed, authorized, and approved hereby.
SECTION 4. In accordance with the Restated Concession Agreement, the Concessionaire shall be granted login access to the City's CANVAS meter maintenance database, or to any subsequent or successor City meter maintenance database.
SECTION 5. The installation and operation of parking meters on the north side of the 1200 block of West Greenleaf Avenue and on both sides of Recreation Drive from 3860 North through and including 4000 North are hereby ratified and approved. The City Comptroller is authorized to enter into and execute on behalf of the City, an intergovernmental agreement between the City and the Chicago Park District which authorizes the City to operate, maintain, and manage parking meters on both sides of Recreation Drive from 3860 North through and including 4000 North. The term of the intergovernmental agreement shall be from its execution through the date of termination of the Restated Concession Agreement.
The City Comptroller is authorized, as part of the intergovernmental agreement, to agree to such terms and to execute and deliver any and all agreements, documents, instruments or certificates as the City Comptroller shall deem necessary or appropriate in connection with the intergovernmental agreement, which agreements may include indemnification by the City and right of entry.
SECTION 6. Section 9-4-010 of the Municipal Code ofChicago is hereby amended by inserting the language underscored and deleting the language struck through, as follows:
9-4-010 Definitions.
Whenever the following words and phrases are used in Chapter 9-4 through 9-103, they shall have the meanings respectively ascribed to them in this section:
(Omitted text is unaffected by this ordinance)
"Merging traffic" means a maneuver executed by the drivers of vehicles on converging roadways to permit simultaneous or alternate entry into the junction thereof, wherein the driver of each vehicle involved is required to adjust his vehicular speed and lateral position so as to avoid a collision with any other vehicle.
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"Mobile pay" means the payment for a product or service through an electronic device, such as a smartphone, where the electronic device is involved in both the initiation and confirmation of the payment.
"Motorcycle" means every motor vehicle having a seat or saddle for the use of the rider and designed to travel on not more than three wheels in contact with the ground but excluding farm tractors.
(Omitted text is unaffected by this ordinance)
"Parking meter" means a traffic control device which, upon being activated by deposit of currency of the United States, or by electronic or other form of payment, in the amount indicated thereon or otherwise, either: (1) displays a signal showing that parking is allowed from the time of such activation until the expiration of the time fixed for parking in the parking meter zone in which it is located, and upon expiration of such time indicates by sign or signal that the lawful parking period has expiredT; or (2) issues a ticket or other token, or activates a display device, on which is printed or otherwise indicated the lawful parking period in the parking meter zone in which the parking meter is located, such ticket, other token, or display device, to be displayed in a publicly visible location on the dashboard or inner windshield of a vehicle parked in the parking meter zone, or such ticket to be affixed on the front lamp of a motorcycle or motor scooter parked in the parking meter zone-r; or (3) issues an electronic receipt through a virtual network which validates payment of the fee for a specific parking meter on a separate device.
"Parking meter zone" means a certain designated and marked-off section of the public way within the marked boundaries where a vehicle may be temporarily parked and allowed to remain for such period of time as the parking meter attached thereto, or the ticket er other token,. display device or electronic receipt issued by the parking meter, may indicate.
(Omitted text is unaffected by this ordinance)
SECTION 7. Chapter 9-64 of the Municipal Code of Chicago is hereby amended by adding a new section 9-64-208, by inserting the language underscored and by deleting the language struck through, as follows:
9-64-190 Parking meter zones - Regulations.
(a) It shall be unlawful to park any vehicle in a designated parking meter zone or space: (!) without depositing United States currency of the denomination indicated on the meter or by otherwise making payment by electronic, mobile pay, or other forms of payment and putting the meter in operation or otherwise legally activating the meter; andr
(2) if the meter is of the type that issues a ticket or other token, or activates a display device, without displaying in a publicly visible location on the dashboard or inner windshield of the vehicle or affixing to the front lamp of a motorcycle or a motor scooter a ticket, token, or display device, issued or activated by the meters of
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to park any vehicle in such zone or space for a period longer than is designated on or by the meter or on the ticket, token, display device or electronic receipt for the value of the coin or coins currency deposited in the meter, or the value otherwise registered by the meter^^-er
to park any vehicle in such zone or space displaying a stolen, altered, defaced or otherwise tampered with or counterfeited ticket, display device or electronic receipts or
to park any vehicle in such zone or space displaying a ticket bearing a different plate number from the plate number of the vehicle parked in such zone or space.
It is not a violation of this section to park a vehicle at a zone or space served by a meter that does not function properly, provided that the meter is inoperable or malfunctioning through no fault of the vehicle's operator; and the vehicle's operator reports the meter, in compliance with the posted directions on the meter as inoperable or malfunctioning within 24 hours of parking the vehicle in the parking meter zone or space served by the inoperable or malfunctioning meter.
A ticket, token, er display device or an electronic receipt issued or activated by a multiple-space parking meter may be used to park the purchaser's vehicle at a different multiple-space parking meter which has the same or a lesser hourly rate prior to the expiration of time on the ticket, token, er-display device, or electronic receipt and such ticket, token, er display device, or electronic receipt shall be considered as putting the multiple-space parking meter where such person parks into operation; provided that this provision shall not apply to parking meters located in city parking lots. For purposes of this section, a "multiple-space parking meter" means a parking meter for a parking meter zone in which there is space for more than one vehicle to park.
Subject to Section 9-64-207, upon the expiration of the time thus designated upon or by the meter, or on the ticket, token, display device or electronic receipt, the operator of the motor vehicle shall then immediately remove such vehicle from the parking meter zone. No operator of any motor vehicle shall permit such vehicle to remain in the parking meter zone for an additional consecutive time period.
(Omitted text is unaffected by this ordinance) 9-64-205 Parking meter rates.
(Omitted text is unaffected by this ordinance)
(d) Within any area where a parking meter operates 24 hours per day between the hours of 9:00 P.M. and 8:00 A.M., the rate shall be fifty percent of the applicable rate set forth in subsections (a), (b) and (c) above and subsection (e) below during the following hours:
(\) Within the boundaries of the area set forth in subsection (a), between 9:00
P.M. and 8:00 A.M.:
(2) For the 400 and 500 blocks of North Kingsbury Street, between midnight and 8:00 A.M.:
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(3) For all other areas, between 10:00 P.M. and 8:00 A.M
(Omitted text is unaffected by this ordinance) (e) Notwithstanding the above, the rates shall be:
(Omitted text is unaffected by this ordinance) (3) at the following locations, the rate shall be $.50 per hour:
(Omitted text is unaffected by this ordinance)
the 1200 block of West Greenleaf Avenue, north side of the street.
North Recreation Drive, from 3869 through and including 4000.
9-64-206 Parking meters - Hours of operation.
Notwithstanding any prior ordinance establishing different hours of operation, the hours of operation for a parking meter shall be as follows:
(a) on residential streets, parking meters shall operate from: 9:00 A.M. to 6:00 P.M., Monday through Saturday Sunday, except that meters shall operate 9:00 A.M. to 6:00 P.M., Monday through Sunday, within the areas set forth in Section 9-64-205(aN) and (b).
From 8:00 A.M. to 9:00 P.M., Monday through Sunday, at:
-W- 9100 block of South Charles Street;
hi 4200 block of South Whipple Street;
4-t3- 4200 block of South Sacramento Avenue;
4t4 4100 block of South Richmond Street;
±S 4100 block of South Francisco Avenue;
±6 3900 block of West School Street;
-r-r? 2100 block of West Homer Street;
-kS 2900 block through and including 3000 block of East 92nd
Street;
4t9 500 block of West Melrose Street;
4tW 100 block of West Roslyn Place;
4tt4 500 block of West Drummond Place;
900 block of West Roscoe Street;
h±3 3000 block of North Wilton Avenue;
4-r44 4000 block of North Sawyer Avenue;
i-rrS 4000 block of North Spaulding Avenue;
±A*$ 1000 block of North Bernard Street;
4tW 1000 block of North Central Park Avenue;
4-r4-& 3500 block of North Lawndale Avenue;
1.19 1000 block through and including 100 block of West Glcnlakc
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Avenue
±2Q—1200 block of West Hood Avenue;
±24 1200 block of West Norwood Avenue;
±22—1200 block of West Roscdalo Avenue;
±23 1500 block of West Catalpa Avenue;
±24—4800 block of North Winchester Avenue; ±2S 4100 block of North Campbell Avenue; ±24 700 block of East 80th Street.
(3) From 7:00 A.M. to 7:00 P.M., Monday through Sunday, at: ±4 1100 block of West 19th Street; ±2 2800 block of North Kostncr Avenue; ±3 1800 block of West Fletcher Street;
±4 1900 block through and including 2000 block of North La Crosse Avenue;
±& 2000 block of North Leclairo Avenue.
From 8:00 A.M. to 6:00 P.M., Monday through Sunday, at: ±4 6900 block of North Glenwood Avenue.
From 6:00 A.M. to 6:00 P.M., Monday through Sunday, at: ±4 7500 block of North Paulina Street.
(b) On all other streets that are not residential streets (non-residential streets), except those non- residential streets in the area within the boundaries set forth in Section 9-64-205(a), parking meters shall operate from 8:00 A.M. to 9tQQ 10:00 P.M., Monday through Saturday Sunday, except meters shall operate:
Twenty-four hours per day, Monday through Sunday:
1.1 within the boundaries of the area set forth in Section 9-64-205(a);
From 8:00 A.M. to midnight, Monday through Sunday, within the area bounded on the east by Lake Michigan, on the north by the north side of Division Street, on the west by the west side of Halsted Street running south to the east bank of the North Branch Canal and then running south to the east bank of the Chicago River, and on the south by the north bank of the Chicago River.
From 8:00 A.M. to midnight. Monday through Saturday, within the area bounded on the north bv the north side of Division Street, on the east by Halsted Street (but excluding Halsted Street), and on the west bv the east bank of the North Branch Canal.
(4) From 8:00 A.M. to 9:00 P.M., Monday through Saturday, at:
2-± 600 block through and including 1100 block of South Dcsplaincs Street.
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(3) 24 hours per day, Monday through Sunday, at:
2-4 The area bounded by the Eisenhower Expressway on the north, 15th Place on the south, Ashland Avenue on the east and Damen Avenue on the west; except for the 1200 block of South Wolcott, and the 1900 block of West Washburne, which shall operate from 12:01 A.M. to 6:00 P.M., Monday through Saturday;
3t3 5600 block through and including 5700 block of North Ashland Avenue;
23 400 block of North Kingsbury Street; 2A 700 block of East Solidarity Drive. (3) From 8:00 A.M. to 12:00 Midnight, Monday through Sunday, at:
2-Ar 0 block through and including 100 block of North Pulaski Road; 2-r2- 0 block through and including 100 block of East Oak Street; 23 1300 block through and including 1400 block of North Wells Street;
2A 1500 block of North Cleveland Avenue.
(4) From 6:00 A.M. to 9:00 P.M., Monday through Sunday, at:
2r4- 2600 block through and including 2900 block of West 26th Street; 2t2 2500 block of South Francisco Avenue;
23 2500 block through and including 2800 block of South California Avenue;
2A 2500 block through and including 3000 block of South California
Boulevard; 2S 2700 block of West 28th Street;
2S 2600 block through and including 2700 block of South Washtenaw Avenue.
(t>) From 7:00 A.M. to 9:00 P.M., Monday through Sunday, at:
2A 1200 block through and including 1300 block of South Halsted Street.
(6) From 10:00 A.M. to 9:00 P.M., Monday through Sunday, at:
2&A 1000, 1100, and 1200 blocks of North California Avenue;
f?) From 10:00 A.M. to 9:00 P.M., Monday through Saturday, and 4:00 P.M. to 9:00 P.M. on Sunday at:
2-6t4- West Division Street, both sides, from North Western Avenue to
North California Avenue; 24t2 West North Avenue, north side, from North Central Park Avenue
to North Lawndale Avenue.
£7) From 9:00 A.M. to 6:00 P.M., Monday through Sunday, at:
46t4- North Clark Street, both sides of the street, from West Lawrence Avenue to, West Ainslie Street.
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]
(8) From 9:00 A.M. to 6:00 P.M., Monday through Saturday:
64 7500, 7600, 7700, and 7800 blocks of South Cottage Grove;
(9) From 9:00 A.M. to 6:00 P.M., Monday through Sunday:
6t3 7100 block of South State Street.
(c) On non residential streets in the area within the boundaries set forth in Section 9 64 205(a) parking meters shall operate 24 hours per day, Monday through Sunday, except that meters shall operate: Notwithstanding subsections (a) and (b). parking meters located on the following streets shall operate according to the following day-and-time based categories:
(4) From 9:00 A.M. to 9:00 P.M., Monday through Saturday, at:
34 100 south to 100 north blocks of Clark Street; and
(3) From 8:00 A.M. to 6:00 P.M., Monday through Saturday, at:
34- 300 block of East Randolph Street (upper level only).
From 6:00 A.M. to 6:00 P.M Monday through Friday, at:
U. 7500 block of North Paulina Street.
From 6:00 A.M. to 10:00 P.M Monday through Saturday, at:
2J. 2600 block through and including 2900 block of West 26th Street.
2.2 2500 block of South Francisco Avenue.
2500 block through and including 2800 block of South California Avenue.
2500 block through and including 3000 block of South California Boulevard.
2700 block of West 28th Street.
2.6 2600 block through and including 2700 block of South Washtenaw Avenue.
(3) From 7:00 A.M. to 6:00 P.M Monday through Saturday, at:
3J. 1900 block through and including 2000 block of North La
Crosse Avenue. 3.2 2000 block of North Leclaire Avenue.
{4} From 7:00 A.M. to 7:00 P.M Monday through Saturday, at: 4J 1400 block of West 19th Street.
2800 block of North Kostner Avenue.
4800 block of West Fletcher Street.
(5) From 7:00 A.M. to 10:00 P.M Monday through Saturday, at:
5.1 1200 block through and including 1300 block of South
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Halsted Street.
£6} From 7:00 A.M. to 2:00 A.M Monday through Sunday, at: 6.1 219 West Chicago Avenue.
From 8:00 A.M. to 4:30 P.M Monday through Friday, at:
Li 4400 and 4500 blocks of West 59th Street.
From 8:00 A.M. to 6:00 P.M. Monday through Friday, at:
West Tilden Avenue (north side) from South Jefferson Street to South Clinton Street.
South Jefferson Street (east side) from West Tilden Avenue to West Van Buren Avenue.
8.3 500 and 600 blocks of North Ogden Avenue.
(9) From 8:00 A.M. to 6:00 P.M Monday through Saturday, at: 9.1 6900 block of North Glenwood Avenue.
1800 (west side). 1900 (both sides) and 2000 (west side) blocks of South Michigan Avenue.
0 and 100 blocks of East 18th Street.
9.4 1800 block of South State Street, west side ofthe street. 9A 209 West Chestnut Street. 9.6 216 West Institute Place.
(10) From 8:00 A.M. to 7:00 P.M Monday through Saturday, at:
1700 block of West Cermak Road.
2200 block of South Wood Street.
(10 From 8:00 A.M. to 10:00 P.M Monday through Saturday, at:
9400 block of South Charles Street.
4200 block of South Whipple Street.
11.3 4200 block of South Sacramento Avenue.
4100 block of South Richmond Street.
4100 block of South Francisco Avenue.
3900 block of West School Street.
2400 block of West Homer Street.
2900 block through and including 3000 block of East 92nd Street.
3000 block of North Wilton Avenue.
4000 block of North Sawyer Avenue.
4000 block of North Spaulding Avenue.
4000 block of North Bernard Street.
11.13 4000 block of North Central Park Avenue.
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3500 block of North Lawndale Avenue.
1000 block through and including 1100 block of West Glenlake Avenue.
1200 block of West Hood Avenue.
1200 block of West Norwood Avenue.
1200 block of West Rosedale Avenue.
1500 block of West Catalpa Avenue.
4800 block of North Winchester Avenue.
4400 block of North Campbell Avenue.
700 block of East 80th Street.
4500 block of South Ashland Avenue.
0 block of East Cullerton Street.
1900 block of South Archer Avenue.
1800 (east side only) and 1900 blocks of South State Street.
11.27 100. 200. and 300 blocks of East 47th Street.
1800. 1900 and 2800 blocks of South Wabash Avenue.
600 block through and including 1100 block of South Desplaines Street.
1200 block of West Greenleaf Avenue, north side of the street.
500 block of West Melrose Street, south side ofthe street.
900 block of West Roscoe Street, north side of the street.
0 block of North Pulaski Road, west side of the street.
2600 block of West Division Street.
(12) From 8:00 A.M. to 6:00 P.M., Monday through Sunday, at:
415 West Ontario Street.
757 North Kingsbury Street.
723 North Kingsbury Street.
680 North Kingsbury Street.
712 North Kingsbury Street.
756 North Hudson Avenue.
460 West Superior Street.
453 West Superior Street.
724 North Hudson Avenue.
450 West Huron Street.
668 North Hudson Avenue.
671 North Hudson Avenue.
441 West Erie Street.
442 West Erie Street.
375 West Erie Street.
461 West Huron Street.
371 West Ontario Street.
(131 From 8:00 A.M. to 10:00 P.M Monday through Sunday, at:
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1300 block through and including 1400 block of North Wells Street.
700 block of East Solidarity Drive.
(14) From 9:00 A.M. to 6:00 P.M Monday through Saturday, at:
1300 block of West Belmont Avenue, north side of the street, from North Lakewood Avenue to North Southport Avenue.
North Clark Street, from West Lawrence Avenue to West Ainslie Street.
7500. 7600. 7700. and 7800 blocks of South Cottage Grove Avenue.
7100 block of South State Street.
500 block of West Melrose Street, north side of the street.
500 block of West Drummond Place.
900 block of West Roscoe Street, south side of the street.
(15) From 9:00 A.M. to 10:00 P.M Monday through Saturday, at:
15.1 3500 and 3600 blocks of South State Street.
15.2 0 block of West 35th Street.
From 9:00 A.M. to 11:00 P.M Monday through Saturday, at:
16.1 0 block of North Pulaski Road, east side of the street.
From 9:00 A.M. to 11:59 P.M Monday through Saturday, at:
17.1 100 block of North Pulaski Road.
(18) From 9:00 A.M. to 11:59 P.M Monday through Sunday, at:
1126 and 1129 North State Street.
350 and 353 West Erie Street.
(191 From 9:00 A.M. to 12:00 Midnight. Monday through Sunday, at: 19.1 0 block through and including 100 block of East Oak Street.
(20) From 9:30 A.M. to 4:00 P.M Monday through Friday, and from 8:00 A.M. to 3:00 P.M. Saturday and Sunday, at: 20.1 9 West Ontario Street.
(21) From 10:00 A.M. to 10:00 P.M Monday through Saturday, at:
1000. 1100. and 1200 blocks of North California Avenue.
West North Avenue, north side, from North Central Park Avenue to North Lawndale Avenue.
2400. 2500. and 2700 blocks of West Division Street.
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(22) From 11:00 A.M. to 10:00 P.M Monday through Saturday, at: 22.1 1900 block of West Augusta Boulevard.
(231 From 12:01 a.m. to 6:00 P.M Monday through Saturday, at:
1200 block of South Wolcott Avenue.
1900 block of West Washburne Avenue.
(24) 24 hours per day. Monday through Saturday, at:
except as provided in (cl (20.1) and (20.2). the area bounded by the Eisenhower Expressway on the north. 15th Place on the south. Ashland Avenue on the east and Damen Avenue on the west.
5600 block through and including 5700 block of North Ashland Avenue.
1200 and 1300 blocks of South Union Avenue, east side of the street.
(25) 24 hours per day, Monday through Sunday, at:
400 and 500 blocks of North Kingsbury Street.
300 block of East Randolph Street (upper level only).
100 south to 100 north blocks of Clark Street.
(261 From 7:00 P.M. to 7:00 A.M., Monday through Friday, and 24 hours on Saturday and Sunday, at:
26.1 West Lake Street between North Dearborn Street and North Clark Street.
(27) During the period beginning on Memorial Day and ending on Labor Day, from 6:00 P.M. to 11:00 P.M. on Fridays, and from 8:00 A.M. to 11:00 P.M. on Saturdays and Sundays:
27.1 North Recreation Drive, from 3860 through and including 4000.
In city-owned parking lots comprised of parking meters that are controlled by the Department of Finance or subject to any concession agreement approved by the city council for the operation, maintenance, improvement, installation and removal of and collection of fees fromT certain designated parking meters, the parking meters shall operate 24 hours per day, Monday through Sunday Saturday, except that parking meters in city lots located within the areas set forth in Section 9-64-205(a) and (bi shall operate 24 hours per day, Monday through Sunday.
Notwithstanding the days and hours of operation in subsections (a), (b), (c), and-T^d4-of this section, parking meters shall operate:
(4) From 8:00 A.M. to 9:00 P.M. Monday through Saturday, and from 3:00 P.M. to 9:00 P.M. on Sunday at:
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tM the 1500 block of South Ashland Avenue;
t3t3 the 0 block of East Cullerton Street;
5tt3 the 1900 block of South Archer Avenue;
44 tho 1800 and 1900 blocks of South State Street;
5t5- the 100, 200, and 300 blocks of East 47th Street; and
3^ the 1800 and 1900 blocks of South Wabash Avenue.
{4) From 8 A.M. to 6 P.M., Monday through Saturday at:
1800, 1900, and 2000 blocks of South Michigan Avenue, west side of the street; and
The 0 to 100 East 18th Street; and
Tho 1800 block of South State Stroot, west side ofthe street.
(f)The time limits set forth above shall not replace any other more restrictive parking or standing restrictions and do not relieve a person from the duty to observe other and more restrictive provisions prohibiting or limiting the standing or parking of vehicles in specified places or at specified times.
Notwithstanding the days and hours of operation in subsections (a), (b), (c), and (d) of this section, parking meters shall operate:
(4444 From 9:00 A.M. to 6:00 P.M Monday through Sunday at:
1300 block of West Belmont Avenue, north side of the street, from North Lakewood Avenue to North Southport Avenue.
Parking meters shall operate:
(2) From 8:00 A.M. TO 6:00 P.M. Monday through Friday:
West Tilden Avenue (north side) from South Jefferson Street to South Clinton Street.
South Jefferson Street (east side) from West Tilden Avenue to West Van Buren Avenue.
(4) parking meter hours of operation from 8:00 A.M. to 6:00 P.M.—all days, at the following locations: 415 West Ontario Street (paybox Number 202405); 757 North Kingsbury Street (paybox Number 546401); 723 North Kingsbury Street (paybox Number 546402); 680 North Kingsbury Street (paybox Number 546403); 712 North Kingsbury Street (paybox Number 546105); 756 North Hudson Avenue (paybox Number 547405); 460 West Superior Street (paybox Number 547405)*; 453 West Superior Street (paybox Number 547407); 724 North Hudson Avenue (paybox Number 547408); 450 West Huron Street (paybox Number 548403); 668 North Hudson Avenue (paybox Number 548404); 671 North Hudson Avenue (paybox Number 548405); 141 West Eric Street (paybox Number 548413); 442 West Eric Street (paybox Number 548412); 375 West Eric Street (paybox Number 548415); and 461 West Huron Street (paybox Number 548416).
9-64-207 Parking meter increments and maximum periods for parking.
(a) Except as provided in subsection (c). the 4Tie comptroller shall determine the
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minimum time increment that may be purchased at a parking meter; provided, however, that the minimum time increment shall not be more than twenty minutes.
(b) Notwithstanding any prior ordinance establishing maximum periods that a vehicle may park or stand at a meter, the comptroller shall determine and post, or cause to be posted, on the meter the applicable maximum periods that may be purchased at a parking meter.
Cc) When payment is made by mobile pay, the minimum time increment that may be purchased at a parking meter shall be 15 minutes, except that in the boundaries ofthe areas set forth in Section 9-64-205 (a) and (b), the minimum time increment shall be 30 minutes.
9-64-208 Monthly parking for city parking lots.
(a) Notwithstanding section 9-64-205, metered parking spaces in the city parking lots designated below are authorized to be used for monthly parking at the following rates:
Rate for monthly parking Designated city lot
$75.00 1130 West Lawrence Avenue
$75.00 3120 North Greenview Avenue
$75.00 1530 West Barry Avenue
$75.00 1635 West Melrose Street
$75.00 1217 North Bosworth Avenue
$65.00 2630 North Emmett Street
(T) $40.00 4030 North Laporte Avenue
$40.00 1752 West 95th Street
$40.00 9448 South Pleasant Avenue
(101 $40.00 1938 West Monterey Avenue
(111 $40.00 1835 West 95th Street
The comptroller shall notify the general public of the availability of monthly parking permits for the designated city lots. The number of permits issued for any designated city lot shall not exceed the number of parking spaces located in that lot. The purchase of a monthly parking permit does not reserve or guarantee any parking space in the lot.
The comptroller, or his designee, is authorized to issue such permits on a first-come non-discriminatory basis. The permit shall evidence the required payment and shall be considered as putting the parking meter where such person parks into operation, pursuant to section 9-64-190. The person shall display the permit in a publicly visible location as directed by the comptroller.
This section shall not replace any other more restrictive parking restrictions and does not relieve a person from the duty to observe other and more restrictive provisions prohibiting or limiting the standing or parking of vehicles in specified places or at specified times.
Any revenue collected pursuant to this section that is from parking meters that are subject to a concession agreement approved bv the city council for the operation, maintenance,
14
improvement, installation and removal of, and the collection of fees from, certain designated parking meters, shall be allocated to the extent provided bv such agreement. Any revenue collected from parking meters not subject to any such agreement shall be deposited into the corporate fund.
(f) The comptroller is authorized to promulgate rules and regulations for the administration of this section.
SECTION 8. The implementation of a mobile pay system for the payment of parking meter fees is hereby authorized when the mobile pay system is established and implemented pursuant to, and in accordance with, a concession agreement approved by the City Council governing the operation, maintenance, improvement, installation and removal of and the collection of fees from, certain designated parking meters. The mobile pay system may include the ability to require the establishment of a customer's account, including a minimum credit and deposit balance amount, for use of the mobile pay system. In addition, a convenience fee of thirty-five cents shall be charged on any single mobile pay transaction when a person purchases less than 120 minutes at a parking meter.
When the Chief Financial Officer determines it is in the best interest of the City, the Chief Financial Officer may increase the convenience fee, the minimum credit amount or the minimum deposit balance amount annually by an amount equal to the annual percentage change in the Consumer Price Index - U.S. City Averages for all Urban Consumers, All Items. Any increase shall be rounded down to the nearest cent when less than one-half a cent is due and rounded up to the nearest cent when one-half cent or more is due. Such increase shall remain in effect until any subsequent adjustment is made.
SECTION 9. To the extent that any ordinance, resolution, rule, order, or provision ofthe Municipal Code of Chicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall be controlling. 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. No provision ofthe Municipal Code of Chicago or violation of any provision of the Municipal Code of Chicago shall be deemed to impair the validity of this ordinance or the documents or instruments authorized by this ordinance or render any such documents or instruments voidable at the option ofthe City; provided further that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision of the Municipal Code ofChicago.
This ordinance is an exercise of the City's power as a home rule unit of local government under Article VII of the 1970 Constitution of the State of Illinois and is intended to override any conflicting provision of any Illinois statute that does not specifically preempt the exercise of home rule power by the City.
SECTION 10. The amendments to Sections 9-64-205 and 9-64-206 ofthe Municipal Code of Chicago contained in Section 7 of this ordinance shall take effect on the effective date of the First Amendment; the remainder of the ordinance shall be in full force and effect from and
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after the date of its passage and approval.
EXHIBIT 1
RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Settlement Agreement") is dated as ofthe 27th of April, 2013 by and between the City of Chicago (the "City") and Chicago Parking Meters, LLC ("CPM"). The signatories to this Settlement Agreement may be referred to singularly or collectively as, respectively, a "Party" or the "Parties."
WHEREAS, the City is a municipal corporation and home rule unit of local government organized and existing under Article VII, Section 1 and 6(a), respectively, ofthe 1970 Constitution of the State of Illinois; and
WHEREAS, CPM is a limited liability company organized and existing under the laws of the State of Delaware; and
WHEREAS, the City and CPM entered into the Chicago'Metered Parking System Concession Agreement (the "Concession Agreement") on December 4, 2008; and
WHEREAS, there exist a number of disputes relating to the meaning and effect of certain terms in the Concession Agreement; and
WHEREAS, CPM filed a Demand for Arbitration on October 16, 2012 in In the Matter of the Arbitration Between Chicago Parking Meters, LLC and City of Chicago, American Arbitration Association Case No. 51 181 Y 01253 12 (the "True-Up Arbitration") relating to the calculation and payment of Quarterly Settlement Amounts (as defined in the Concession Agreement) resulting from the City's exercise of its police and regulatory powers; and
WHEREAS, an arbitration panel in In the Matter of the Arbitration Between Chicago
Parking Meters, LLC and City of Chicago, American Arbitration Association Case No. 51 181 Y
00338 12 (the "EPAEL Arbitration"), resolved certain contract disputes regarding the method of
calculating the Exempt Persons Annual Excess Loss ("EPAEL") determination under the
Concession Agreement and Schedule 14 that the Parties accept as the controlling methodology for
the calculation of such determinations in future years; and »
WHEREAS, the Parties desire to make certain amendments to the Concession Agreement that are reflected in a First Amendment "to the Concession Agreement (the "First Amendment"), attached as Exhibit A to this Settlement Agreement, which is being executed concurrently with this Settlement Agreement; and
WHEREAS, the Parties also intend to reflect such amendments in an Amended and Restated Concession Agreement ("Restated Agreement"), attached as Exhibit B, to be signed on or promptly after the Effective Date of this Settlement Agreement and the First Amendment; and
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WHEREAS, the City finds that it is in the best interests of the residents ofthe City and desirable for the welfare of City government and affairs to enter into this Settlement Agreement, the First Amendment and the Restated Agreement; and
WHEREAS, the Parties desire to fully settle and resolve all claims that were or could have been brought in the True-Up Arbitration, as well as any other claims arising under or in connection with the Concession Agreement pursuant to the limitations in paragraphs 9 and 10 below, based on the terms set forth below and in the First Amendment and the Restated Agreement;
NOW, THEREFORE, in consideration of and in reliance upon the respective representations, covenants, terms and conditions contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
TERMS OF SETTLEMENT AGREEMENT
Recitals. Each ofthe foregoing recitals constitutes a substantive provision of this Settlement Agreement and should be considered when interpreting other provisions"of this Settlement Agreement.
Representations and Warranties. The Parties acknowledge and agree that the following representations and warranties are essential and material terms of this Settlement Agreement and without such representations and warranties, this Settlement Agreement would not have been made:
Each Party represents and warrants that it has not assigned, nor will it assign, to any other person or legal entity any claims released or rights waived pursuant to this Settlement Agreement.
Each Party represents and warrants that this Settlement Agreement is made and executed under such Party's own free will and in accordance with such Party's own judgment and upon advice of counsel of its own choosing. No Party has been influenced, coerced, or induced to make this compromise and settlement by improper actions of any c other Party.
Each Party represents and warrants that in entering into this Settlement Agreement, it is not relying on any statements or inducements except as expressly set forth herein.
CPM represents and warrants that it has secured the necessary approval from any parent, affiliate, or any other entity or party necessary for it to effectuate this Settlement Agreement or that such approval is not necessary. CPM further represents and warrants that it has the power and authority to enter into this Settlement Agreement, to do all acts and things and to execute and deliver all other documents as are required to be done, observed, performed, executed or delivered by it in accordance with the terms hereof; that
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the execution and delivery of this Settlement Agreement and the consummation of this transaction will not conflict with or result in any violation or default under any provision of its limited liability company agreement, by-laws, or other constituent document or agreement or of any decree, statute, law, ordinance, rule or regulation applicable to it; and that no further consent, approval, order, authorization or filing with any entity, or otherwise, is required in connection with the execution and delivery of this Settlement Agreement or the consummation of the transactions described in this Settlement Agreement.
(e) The City represents and warrants that it has the power and authority to enter into this Settlement Agreement and to do all the acts and things and to execute and deliver all other documents as are required to be done, observed, performed, executed or delivered by it in accordance with the terms hereof, provided, however, that this Settlement Agreement, the First Amendment and the Restated Agreement require City Council approval, which the City agrees to promptly seek.
Settlement of True-Up Arbitration. The Parties agree that CPM's claims for Quarterly Settlement Amounts that have been or could have been submitted to the City through February 28, 2013, including all prior invoices and amounts claimed in the True-Up Arbitration, totaling $49,831,362, and any claim for a Quarterly Settlement Amount with respect to the Quarter ending February 28, 2013, shall be settled and released in exchange for the City's one-time lump sum payment of $8.9 million to be paid to CPM not later than three (3) Business Days after the Effective Date of this Settlement Agreement.
Free Sunday Parking and Increased Hours of Operation. In connection with its election to enter into the First Amendment, the City has elected to make various changes in Hours of Operation that will permit free Sunday parking in City neighborhoods and will increase the Hours of Operation for certain spaces, as set forth in Section 29 ofthe First Amendment. These changes, which are reflected in Amended Schedule 10 to the First Amendment, include: (a) free parking on Sundays in City neighborhoods outside the area bounded by the south side of Roosevelt Road on the south, Lake Michigan on the east, the north side of North Avenue on the north and the west side of Halsted Street on the west; and (b) extending metered parking hours (i) from 9:00 P.M. to midnight in the area bounded by the north side of Division Street on the north, Lake Michigan on the east and the north bank ofthe Chicago River on the south and the east bank of the Chicago River and the North Branch Canal on the west where metered parking hours currently terminate at 9:00 P.M. and (ii) from 9:00 P.M. to 10:00 P.M. in all other areas where metered parking hours currently terminate at 9:00 P.M.
Pay-by-Cell Technology. CPM will implement a pay-by-cell phone payment system for metered parking as soon as reasonably practicable, but in no event later than May 1, 2014, on the terms set forth in Section 16 ofthe First Amendment. Pay-by-cell technology will provide another payment option to the customers of the Metered Parking System, pursuant to the terms of Section 16 of the First Amendment.
Designation of Spaces. In connection with its election to enter into the First Amendment, the City has elected to designate certain Concession Metered Parking Spaces as
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Reserve Metered Parking Spaces and certain Reserve Metered Parking Spaces as Concession Metered Parking Spaces.
The City is designating the 17 parking lots containing a total of approximately 1,100 parking spaces from Concession Metered Parking Spaces to Reserve Metered Parking Spaces, as set forth in Amended Schedule 10A to the First Amendment.
The City is designating 828 Reserve Metered Parking Spaces as Concession Metered Parking Spaces, which are set forth on Amended Schedule 10B to the First Amendment.
Effective as of December 1, 2012, the City is designating as Concession Metered Parking Spaces the 983 parking spaces in the Loop set forth on Amended Schedule IPC to the First Amendment, as to which the City changed the designation from Concession Metered Parking Spaces to Reserve Metered Parking Spaces on December 1, 20.12. Not later than three (3) Business Days after the Effective Date of this Settlement Agreement, the City will pay to CPM in full the Metered Parking Revenues attributable to such spaces that have been received by the City from December 1, 2012 to the Effective Date of this Settlement Agreement, after deducting rental fees paid by the City to CPM for Metering Devices for such spaces.
No Rights Pursuant to Settlement Agreement. Paragraphs 4 through 6 above are provided herein for informational purposes only and do not confer substantive rights on the Parties pursuant to this Settlement Agreement.
Payment of Outstanding EPAEL Claims. On December 13, 2012, an arbitration panel in the EPAEL Arbitration made findings in favor of both Parties on various issues relating to CPM's 2010-EPAEL claim. The panel also awarded CPM an EPAEL determination for 2010 of $12,000,000, plus interest in the amount of $70,711.28, an amount that the City has.paid in accordance with the panel's determination. The panel's decision resolved certain contract disputes regarding the method of calculating the EPAEL determination under the Concession Agreement and Schedule 14 that the Parties accept as the controlling methodology for the calculation of such determinations in future years. Based on that methodology, CPM has submitted to the City an EPAEL claim for the 2011-2012 Reporting Year in the amount of $21,442,837. The City has reviewed that claim and has verified the amount of $21,404,114, an amount that CPM has accepted. CPM has also submitted an EPAEL claim for the 2012-2013 Reporting Year in the amount of $21,476,831 which includes the amount attributable to the City's designation of Reserve Metered Parking Spaces reflected in the third paragraph of Section 7.2(a) of the Restated Agreement. The City has reviewed and verified the amount ofthe EPAEL Claim for the 2012-2013 Reporting Year. The City will pay the 2011-2012 and 2012-2013 EPAEL claims in full not later than three (3) Business Days after the Effective Date of this Settlement Agreement.
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Waiver and Release by CPM. In consideration of the obligations of the City set forth in this Settlement Agreement, and conditioned upon the City's full payment of the amounts specified in paragraphs 3, 6(c), and 8, and upon the mutual and full execution ofthe Restated Agreement, as attached as Exhibit B, CPM hereby fully and finally cancels, waives and releases the City from: (i) all invoices for Quarterly Settlement Amounts (including Required Closure Payments) submitted to the City by CPM rendered prior to the date the Parties sign and execute this Settlement Agreement; (ii) all claims that CPM has, may have, has asserted, or could assert in the future for any Quarterly Settlement Amounts covering any period preceding the period commencing on March 1, 2013; (iii) all claims that CPM has, may have, has asserted, or could assert in the future for any EPAEL determination covering those periods through the Reporting Year ending February 28, 2013; and (iv) all past, present or future claims, causes of action^ demands, costs or losses, suspected to exist or not expected to exist, anticipated or not anticipated, known or unknown, which have arisen, from the beginning of time to the Effective Date of this Settlement Agreement pursuant to Paragraph 13 below, for breach or non-performance of the Concession Agreement.
Waiver and Release by the City. In consideration of the obligations of CPM set forth in this Settlement Agreement, and upon the mutual and full execution of the Restated Agreement, attached as Exhibit B, the City hereby fully and finally cancels, waives and releases CPM from all past, present or future claims, causes of action, demands, costs or losses, suspected to exist or not expected to exist, anticipated or not anticipated, known or unknown, which have arisen, from the beginning of time to the Effective Date of this Settlement Agreement pursuant to Paragraph 13 below, for breach or non-performance of the Concession Agreement.
Dismissal of the Arbitration. Upon the Effective Date of this Settlement Agreement, and as a material condition hereof, the Parties will execute a Stipulation of Dismissal in the form annexed hereto as Exhibit C (the "Dismissal Stipulation") that dismisses with prejudice all claims raised by either Party in the True-Up Arbitration.
12. - First Amendment and Restated Agreement. As a material term of this Settlement
Agreement, the Parties agree to enter into the First Amendment and, within three (3) Business
Days after the Effective Date Of First Amendment, the Restated Agreement. In the event of a
conflict between the terms of this Settlement Agreement and the terms, of the First Amendment,
the terms of the First Amendment shall control.
13. Effective Date of Settlement Agreement. The "Effective Date" of this Settlement
Agreement is the Effective Date Of First Amendment, provided that if the City fails to make full
payment ofthe amounts specified in paragraphs 3, 6(c), and 8 within three (3) Business Days after
the Effective Date Of First Amendment, then this Settlement Agreement and the First Amendment
shall immediately terminate and be null and void with no further obligations or rights of either
Party thereunder. For the avoidance of doubt, the Parties agree that the execution and delivery of
this Settlement Agreement, the First Amendment and the Restated Agreement shall have no effect
on the Concession Agreement or the relationship between the Parties with respect to the subject
matter thereof unless and until this Settlement Agreement, the First Amendment and the Restated
Agreement become effective as provided above. If for any reason this Settlement Agreement, the
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First Amendment and the Restated Agreement do not become effective (including as a result of any termination pursuant to the first sentence of this paragraph 13), the Concession Agreement will continue in full force and effect in accordance with its terms (without giving effect to this Settlement Agreement, the First Amendment or the Restated Agreement).
No Effect on City's Reserved Powers. The Concession Agreement expressly reserves to the City for the Term of the Concession Agreement the Reserved Powers of the City. The Parties reconfirm that express reservation, and nothing in this Settlement Agreement, the First Amendment and the Restated Agreement shall in any way diminish or delegate any of those Reserved Powers.
Enforcement of Terms. Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Settlement Agreement shall not be deemed a waiver of any such term, covenant or condition, nor shall such failure at any one or more times be deemed a waiver or relinquishment at any other time or times of any right under the terms, covenants or conditions of this Settlement Agreement.
Binding Effect; Termination. Upon the Effective Date of this Settlement Agreement (and, with respect to paragraph 2 and paragraphs 13 through 26, as of the date both Parties sign and execute this Settlement Agreement pursuant to paragraph 21 below), its terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits shall be binding upon and shall inure to the benefit ofthe undersigned Parties and their respective heirs, executors, liquidators, administrators, representatives, subrogees, successors and assigns. If the Effective Date of this Settlement Agreement does not occur on or prior to August 1, .2013, this Settlement Agreement shall terminate immediately and without further action by any Party.
No Admission. Execution of this Settlement Agreement shall not in any way be construed as an admission of wrongdoing or liability with respect to any matter released hereby by either ofthe Parties, and any such alleged wrongdoing or liability is expressly denied. This Settlement Agreement is a compromise of disputed claims and is entered into knowingly and voluntarily by the Parties. Further, this Settlement Agreement does not constitute an adjudication of the merits ofthe True-Up Arbitration. Accordingly, this Settlement Agreement cannot be used in any way to imply or evidence that any Party prevailed in the True-Up Arbitration, or that any argument, claim or defense that was raised or could be raised in the True-Up Arbitration has been waived.
18. Non-Use. This Settlement Agreement may not be used as evidence in any
subsequent proceeding of any kind between the Parties (without the other Party's written consent),
except in a proceeding that either Party institutes against the other Party alleging a breach or to
enforce the provisions of this Settlement Agreement, or as otherwise required by law. Nothing
herein shall prevent either Party from using this Settlement Agreement as evidence to defend
against claims brought by third parties.
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19. Severability. The provisions of this Settlement Agreement are severable, and if any
provision of this Settlement Agreement is found to be unenforceable, such provision may be
severed or modified and the other provisions shall remain fully valid and enforceable.
Drafting. The Parties and their counsel each have contributed to this Settlement Agreement. No provision of this Settlement Agreement shall be construed against any Party by reason of authorship.
Counterparts; Execution. This Settlement Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Settlement Agreement. This Settlement Agreement shall be finally executed when identical counterparts, which when taken together bear the signatures of all Parties, have been delivered to counsel or representatives for all the Parties, either by e-mail, facsimile or overnight delivery service. Copies of all or part of this Settlement Agreement, including signatures thereto, which are transmitted by facsimile or by e-mail in .pdf format, shall be presumed valid.
Further Assurances. The Parties shall execute, deliver and perform or cause to be executed, delivered and performed any and all such further acts, deeds and assurances as may be reasonably required in order to fully carry out the terms of this Settlement Agreement.
Choice of Law. This Settlement Agreement is governed by the laws of the State of Illinois, without giving effect to choice of law principles.
Modification and Waiver. This Settlement Agreement may not be modified, amended or any provision waived in whole or in part, except by a written amendment signed by the Parties.
Headings and Definitions. The headings in this Settlement Agreement are for reference .only and shall be disregarded in construing this Settlement Agreement's meaning and intent. Capitalized terms used but not otherwise defined in this Settlement Agreement shall have the meanings assigned to such terms in the Concession Agreement and the First Amendment.
Entire Agreement. This Settlement Agreement, together with the First Amendment, constitute the entire agreement between the Parties with respect to this Settlement Agreement and each Party warrants that in entering into this Settlement Agreement it has not relied upon any representations, warranties, commitments, promises or inducements except as expressly set forth herein and in any exhibit hereto.
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IN WITNESS WHEREOF^ the City and the CPM have caused this Settlement Agreement to be duly executed as of the day and year first above written by their respective representatives thereunto duly authorized.
CITY OF^CHICAGO _ ^
By: jM/fJ^ K* 7%it^
Stephen R. Patton Corporation Counsel
CHICAGO PARKING METERS, LLC
By:__
Dennis Pedrelli Chief Executive Office
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IN WITNESS WHEREOF, the City and the CPM have caused this Settlement Agreement to be duly executed as of the day and year first above written by their respective representatives thereunto duly authorized.
CITY OF CHICAGO
By:
Stephen R. Patton Corporation Counsel
METERS, LLC
Dennis Pedrelli
Chief Executive Office
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FIRST AMENDMENT TO CHICAGO METERED PARKING SYSTEM CONCESSION
AGREEMENT
This FIRST AMENDMENT TO CHICAGO METERED PARKING SYSTEM CONCESSION AGREEMENT (the "First Amendment") is dated as ofthe 27,h of April, 2013 by and between the CITY OF CHICAGO, a municipal corporation and home rule unit of local government organized and existing under Article VII, Sections 1 and 6(a), respectively, of the 1970 Constitution ofthe State of Illinois (the "City"), and CHICAGO PARKING METERS, LLC, a limited liability company organized and existing under the laws ofthe State of Delaware (the "Concessionaire").
WHEREAS, the City and the Concessionaire have entered into the CHICAGO METERED PARKING SYSTEM CONCESSION AGREEMENT dated as of December 4, 2008, as amended by letters dated May 20, 2010 and November 10, 2010 (the "Agreement"), pursuant to which the Concessionaire obtained from the City the right to operate, maintain and improve the Metered Parking System, to retain the revenues to be derived from the operation ofthe Concession Metered Parking Spaces and to be compensated for the operation of Reserve Metered Parking Spaces for the Term of the Agreement, subject to the reserved police powers and regulatory powers of the City with respect to the Metered Parking System;
WHEREAS, the Concessionaire and the City desire to amend such Agreement; and
WHEREAS, the Agreement expressly reserved the police and regulatory powers of the City for the Term of the Agreement and the Parties hereby reconfirm that express reservation, and nothing in this First Amendment shall in any way diminish or delegate any of those Reserved Powers.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the City and the Concessionaire, intending to be legally bound, hereby agree as follows.
Section 1. Defined Terms. Except as otherwise stated herein or amended hereby, all defined terms used in this First Amendment shall have the meanings given to such terms in the Agreement.
Section 2. Amended Definitions. The definitions in Section 1.1 of the Agreement of "Actual System Operating Revenue," "Aggregate Revenue Value," "Annual Percentage Adjustment," "Compensation Event," "Concession Metered Parking Spaces," "Designated Senior Person," "Existing Revenue," "Expected Utilization Rate," "Full Utilization Amount," "Measured Utilization Rate," "Metered Parking Revenues," "Metered Parking Spaces," "Required Closure Allowance," "Required Closure Payment," "Revenue Value," "Revenue Value Adjustment,"
"Settlement System Revenue Value," "System in Service Percentage" and "Utilization Rate" are hereby amended and restated to read in full as follows:
"Actual System Operating Revenue" means, for each Reporting Year, the Metered Parking Revenue derived from the Concession Metered Parking Spaces for such Reporting Year as determined by the Concessionaire. For the avoidance of doubt, "Actual System Operating Revenue" shall not include Concession Compensation or Reserved Powers Adverse Action Compensation.
"Aggregate Revenue Value" means, as of the first Day of any month, the sum ofthe Revenue Values of all Concession Metered Parking Spaces and the sum ofthe Revenue Value Adjustments of all Concession Metered Parking Spaces.
"Annual Percentage Adjustment" means (a) for the Reporting Year ending in 2014, zero percent (0%) and (b) for each Reporting Year ending in the year 2015 or any subsequent year, the annual percentage change in the Index for the annual period ending August 31 ofthe preceding Reporting Year.
"Compensation Event" means the Concessionaire's compliance with or the implementation of any City Directive or any modified or changed Operating Standard subject to Section 6.3(b), the occurrence of an Adverse Action or the occurrence of any other event that under the terms of this Agreement explicitly requires the payment of Concession Compensation, including under Section 3.12(c), Section 3.21, Section 4.7(f). Section 6.3(b), Section 7.1, and Section 7.7.
"Concession Metered Parking Spaces" means those Metered Parking Spaces so designated by the City from time to time and included in the Metered Parking System operated and maintained by the Concessionaire pursuant to this Agreement and, as of the Effective Date Of First Amendment, the Metered Parking Spaces listed in Amended Schedule 10 and designated thereon as Concession Metered Parking Spaces.
"Designated Senior Person" means an individual designated as such by a Party by written notice to the other Party, including the Deputy Mayor, the Chief Financial Officer and/or the Corporation Counsel in the case of the City, and the Chief Executive Officer and/or the General Counsel in the case of the Concessionaire.
"Existing Revenue" means, with respect to a Concession Metered Parking Space, as of the first Day of any month, the Revenue Value for the preceding month, except in the following cases: (i) as of March 1, 2013, "Existing Revenue" shall be the Revenue Value of such Concession Metered Parking Space as set forth on Amended Schedule 10; (ii) as of March 1, 2014, "Existing Revenue" shall be determined pursuant to Section 7.15; and (iii) as of March 1, 2015 and any March 1 thereafter, if (x) the Revenue Value for such space was unchanged during the preceding Reporting Year, and (y) a new Expected Utilization Rate did not become effective during the preceding Reporting Year (notwithstanding the reversal of any Reserved Power action in accordance with Section 7.9(h)), "Existing Revenue" shall be the Actual Operating Revenue for the preceding Reporting Year for such Concession Metered Parking Space plus all Required Closure Payments for the preceding Reporting Year for such Concession Metered Parking Space.
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"Expected Utilization Rate" means the Utilization Rate used for purposes of assigning Revenue Value pursuant to Article 7, and which is (i) estimated by the City in connection with a Reserved Power action (other than a Regular Rate Adjustment) based upon the then current Metered Parking Fee, Period of Operation and Period of Stay, and taking into account, where relevant, Metered Parking Spaces that are comparable based on, among other things, their geographic proximity and Metered Parking Fee; arid (ii) with respect to an additional Concession Metered Parking Space pursuant to Section 7.8, based on the Utilization Rate of other spaces on the same Block or if there are no other existing spaces on the same Block, then comparable Metered Parking Spaces taking into account, among other things, their geographic proximity and Metered Parking Fee. None of the Utilization Rates set forth on Amended Schedule 10 shall be considered an Expected Utilization Rate.
"Full Utilization Amount" means, with respect to a Concession Metered Parking Space as of the first Day of any month, the product of the Period of Operation then in effect (calculated for an entire Reporting Year) and the Metered Parking Fee then in effect for such Period of Operation. For those Concession Metered Parking Spaces for which the Period of Operation or the Metered Parking Fee varies during the Reporting Year, "Full Utilization Amount" means the sum ofthe product of each Metered Parking Fee jn effect for such space multiplied by the applicable Period of Operation for such Metered Parking Fee during the Reporting Year. Any calculation of Full Utilization Amount shall assume that the then current Metered Parking Fee and Period of Operation were implemented as of, and in effect continuously from, March 1 of such Reporting Year. For any Concession Metered Parking Space for which a Regular Rate Adjustment became effective during January (unless an Expected Utilization Rate also became effective for such space during January), the "Full Utilization Amount" as of the first Day of the immediately following February shall exclude the effect of such Regular Rate Adjustment, and such Regular Rate Adjustment instead shall be included in the Full Utilization Amount for such space as of March 1.
"Measured Utilization Rate" means, with respect to a Concession Metered Parking Space and as of the first Day of a Reporting Year commencing with the second Reporting Year, the percentage obtained by dividing (i) the sum of the Actual Operating Revenue allocated to such space for the preceding Reporting Year plus all Required Closure Payments allocated to such space for the preceding Reporting Year, by (ii) the Measured Full Utilization Amount for such space for the preceding Reporting Year.
"Metered Parking Revenues" means, during the Term, the revenues derived from Metered Parking Fees collected by the Concessionaire from the operation of Concession Metered Parking Spaces and Reserve Metered Parking Spaces, and shall be determined from collection data maintained by the Concessionaire in accordance with the Operating Standards.
"Metered Parking Spaces" means those spaces or places that the City designates from time to time as parking spaces or places where, during certain periods of time, the City requires the payment of a Metered Parking Fee for parking a motor vehicle at that space or place for a limited period of time and such designation is effective for all purposes of this Agreement notwithstanding that Exempt Persons (such as Persons with disabilities) using that parking space or place may be exempted from paying the Metered Parking Fee otherwise applicable to members of the general public. Unless otherwise agreed to in writing by the City, each Metered
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Parking Space shall have a length of no less than 18 feet and no more than 22 feet; provided, however, that if such Metered Parking Space is adjacent to only one other Metered Parking Space, it shall be no less than 17 feet in length.
"Required Closure Allowance" means (i) with respect to a Concession Metered Parking Space located within the Central Business District and a Reporting Year, eight percent (8%) of the number of Days during such Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations, and (ii) with respect to a Concession Metered Parking Space not located within the Central Business District and a Reporting Year, four percent (4%) ofthe number of Days during such Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations, in each case rounded to the nearest number of Days, and in either case based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of such Reporting Year.
"Required Closure Payment" means, with respect to a Concession Metered Parking Space and for the Quarter during which the Required Closure Allowance for the Reporting Year is first exceeded and for each subsequent Quarter during the Reporting Year, an amount of money calculated as provided in Schedule 6 and in accordance with the rules set forth in Section 7.9(c).
"Revenue Value" means, with respect to each Concession Metered Parking Space, the value of such Concession Metered Parking Space computed and determined pursuant to Schedule 6. as such value may be determined or adjusted pursuant to Section 7.4. Section 7.81 Section 7.9. and Section 7.14. '
"Revenue Value Adjustment" means on the first Day of each Reporting Year beginning on March 1, 2015 and with respect to a Concession Metered Parking Space, the value computed and determined pursuant to Schedule 6. Section 7.9 and Section 7.14. On every other Day, the ReveTiue. Value Adjustment for any Concession Metered Parking Space is zero.
"Settlement System Revenue Value" means (i) on any date from March 1, 2013 to February 28, 2014, both dates inclusive, Aggregate Revenue Value as of March 1, 2013 as shown on Amended Schedule 10 divided by the Monthly System in Service Percentage as of March 1, 2013, and (ii) on or after March 1, 2014, Actual System Operating Revenue for the preceding Reporting Year, divided by the simple average of the Monthly System in Service Percentages for the preceding Reporting Year, plus the sum of all Required Closure Payments due for the preceding Reporting Year.
"System in Service Percentage" means: (a) as of March 1, 2013, the percentage set forth as the Monthly System in Service Percentage as of March 1, 2013 in Schedule 6; (b) as calculated as of any March 1 thereafter, the System in Service Percentage for the immediately preceding month multiplied by (one minus the Reserved Powers System Impact) multiplied by [one divided by (one plus the Annual Percentage Adjustment)]; and (c) as calculated monthly on the first Day of any other month, the System in Service Percentage for the immediately preceding month multiplied by (one minus the Reserved Powers System Impact);provided,
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however, that with respect to (b) and (c) such calculations shall be subject to the adjustments set forth in Section 7.9 and Section 7.14, where applicable.
"Utilization Rate" means, with respect to a Concession Metered Parking Space: (i) as of March 1, 2013, the Utilization Rate assigned to the Concession Metered Parking Space on Amended Schedule 10; and (ii) as of any other date, the percentage obtained by dividing the Revenue Value (but without any deduction for the Rate to Fine Multiple Factor) by the Full Utilization Amount.
Section 3. New Definitions. Section 1.1 of the Agreement is hereby amended and supplemented with the following definitions:
"Affected Concession Metered Parking Space" means, as of the first Day of a Reporting Year, a Concession Metered Parking Space with respect to which the City exercised a Reserved Power and set an Expected Utilization Rate during the Reporting Year ending one year and one Day prior to such Reporting Year.
"Amended Schedule 10" means Schedule 10 as amended by the First Amendment.
"Amended Schedule 10A" means that portion of Amended Schedule 10 as described in Section 3.21 and Section 7.2(a).
"Amended Schedule 10B" means that portion of Amended Schedule 10 as described in Section 7.2(a).
"Amended Schedule IPC" means that portion of Amended Schedule 10 as described in Section 7.2(a).
"Block" means one side of a street between intersecting streets on which one or more Metered Parking Spaces are located, whether or not such spaces are serviced by one or more Metering Devices.
"Effective Date Of First Amendment" means the later of (i) the effective date ofthe ordinance of the City Council that approves the First Amendment, and (ii) the date on which the final form of Amended Schedule 10. including Amended Schedule 10A. Amended Schedule 10B and Amended Schedule IPC is mutually agreed between the Parties.
"EPAL Percentage" means (1) the sum of the Exempt Person Annual Loss and the Actual System Operating Revenue, divided by (2) the Actual System Operating Revenue, expressed as a percentage.
"Expert Econometrician" has the meaning ascribed thereto in Section 7.14(b)(ii).
"First Amendment" means the First Amendment to Chicago Metered Parking System Concession Agreement dated as of April 27, 2013 between the City and the Concessionaire.
"Hours of Operation" means, with respect to each Metered Parking Space and with respect to a Metered Parking Fee, the current number of annual hours during which the City
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permits the parking of a motor vehicle in that Metered Parking Space and requires the payment of a Metered Parking Fee for use of that Metered Parking Space.
"Impacted Concession Metered Parking Spaces" has the meaning ascribed thereto in Section 7.15.
"Implementation Date" has the meaning ascribed thereto in Section 7:15.
"Measured Full Utilization Amount" means, with respect to a Concession Metered Parking Space for any measurement period, the product of the Period of Operation over such measurement period (which shall not include any period during such Period of Operation when the Metering Device for such space was not operating) multiplied by the Metered Parking Fee charged during that Period of Operation. For those Concession Metered Parking Spaces for which the Period of Operation or the Metered Parking Fee varies during such measurement period, "Measured Full Utilization Amount" means the sum ofthe product of each Metered Parking Fee in effect for such space during any part of such measurement period multiplied by the applicable Period of Operation for such Metered Parking Fee.
"Monthly Full Utilization Amount" means, with respect to a Concession Metered Parking Space as of the first Day of a month, the sum of the product of each Metered Parking Fee in effect for such space during any part of such month multiplied by the applicable Period of Operation for such Metered Parking Fee during such month.
"Non-Impacted Concession Metered Parking Spaces" has the meaning ascribed thereto in Section 7.15.
"Parking Zones" means those geographic areas of the City as set forth in Schedule 15.
"Pay-by-Cell" means a system that allows a customer to pay a Metered Parking Fee by cellular telephone or other device without using a pay and display station or other Metering Device physically located at or near such space, the implementation of which does not require modification of the existing Metered Parking System other than as provided in Section 4.7 or as may be directed by the City pursuant to Section 5.1.
"Pay-by-Cell Operator" has the meaning ascribed thereto in Section 4.7(g).
"Pay-by-Cell Proposed Change(s)" has the meaning ascribed thereto in Section 4.7(d)(iv).
"Pay-by-Cell Review Date" means each date that is every eighteen (18) months after the implementation of Pay-by-Cell.
"Pay-by-Cell Threshold" has the meaning ascribed thereto in Section 4.7(d)(ii).
"Pay-by-Cell Trigger Event" has the meaning ascribed thereto in Section 4.7(d)(iv).
"Reserve Metered Parking Spaces Payment" has the meaning ascribed thereto in Section
7.1.
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"Reserve Parking Lots" means the parking lots owned by the City where Reserve Metered Parking Spaces are located, which are listed on Amended Schedule 10A.
"Revenue Distribution Percentage" means, with respect to any Concession Metered Parking Space as of the first Day of any month, an amount equal to the Monthly Full Utilization Amount for such space divided by the sum ofthe Monthly Full Utilization Amounts for all Concession Metered Parking Spaces served by the same Metering Device.
"RPA Determination" has the meaning ascribed thereto in Section 7.14(a).
"RPA Determination Proceeding" has the meaning ascribed thereto in Section 7.14(a).
"True-Up Adjustment" means a Quarterly Settlement Amount minus the portion of such Quarterly Settlement Amount that is a Required Closure Payment accrued in such Quarter.
"Unaffected Concession Metered Parking Space" means, as of the first Day of a Reporting Year, a Concession Metered Parking Space with respect to which an Expected Utilization Rate did not become effective during the two immediately preceding Reporting Years:
"Unaffected System Utilization Rate" means, with respect to Unaffected Concession Metered Parking Spaces and as of any March 1, the percentage obtained by dividing (i) the total amount of Actual Operating Revenue derived from the operation of such spaces during the preceding Reporting Year plus the Required Closure Payments for such spaces for the preceding Reporting Year, by (ii) the total of the Measured Full Utilization Amounts for such spaces during that Reporting Year.
Section 4. Deleted Definitions. Section 1.1 of the Agreement is hereby amended as follows:
The definitions in Section 1.1 of the Agreement of "Affected Property," "Concession Parking Lots" and "Title Report" are hereby deleted. Each remaining reference to "Concession Parking Lot" and "Concession Parking Lots" in the Agreement (including in Section 1.1) is amended to read "Reserve Parking Lot" and "Reserve Parking Lots," respectively.
Section 5. Amendment of Section 1.17 of the Agreement. Section 1.17 of the Agreement is hereby amended to read in full as follows:
Section 1.17. Incorporation of Schedules and Exhibit. The following attached Schedules and Exhibit are made a part of this Agreement:
Schedule 1 Metered Parking System Contracts
Schedule 2 Required Capital Improvements
Schedule 3 Operating Standards
Schedule 4 Metered Parking System Assets
Schedule 5 Metered Parking System
Schedule 6 Article 7 Methodology
Schedule 7 Concession Metered Parking Spaces
Schedule 8 INTENTIONALLY DELETED
Schedule 9 Initial Parking Fees
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Schedule 10 Revenue Value
Schedule 11 Form of Legal Opinion of Counsel to the Cily Schedule 12 Form of Legal Opinion of Counsel to the Concessionaire Schedule 13 Financial Information
Schedule 14 Exempt Persons Statistical Sampling Methodology
Schedule 15 Parking Zones
Exhibit A Metered Parking System Ordinance
In the event of any conflict between the terms of this Agreement and the terms ofthe Schedules, the terms of this Agreement shall control.
Section 6. Amendment of Section 2.4(a) ofthe Agreement. Section 2.4(a)(vi) of the Agreement is hereby amended to read in full as follows:
(vi) [intentionally deleted];
Section 7. Amendment of Section 3.2(c) of the Agreement. Section 3.2(c) of the Agreement is hereby amended to read in full as follows:
(c) Assumed Liabilities. The Concessionaire agrees to assume and discharge or perform when due, all debts, liabilities and obligations whatsoever relating to the Metered Parking System or the Metered Parking System Operations that occur, arise out of or relate to, or are based on facts.or actions occurring, during the Term, but only to the extent such debts, liabilities or obligations do not arise from or relate to any breach by the City of any covenant, representation or warranty set forth in this Agreement (collectively, the "Assumed Liabilities"); provided, however, that the Assumed Liabilities shall not include, and the City shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts,': liabilities and obligations (i) with respect to the City's obligations under this Agreement, (ii) arising out of Metered Parking System Operations (including with respect to any Metered Parking System Contracts) prior to the Time of Closing, (iii) under any Environmental Law arising out of or relating to the ownership, operation or condition of the Metered Parking System at any time prior to the Time of Closing or any Hazardous Substance or other contaminant that was present or released on or migrated or escaped or was released from the Metered Parking System or otherwise existed at any time prior to the Time of Closing and including any known or unknown environmental conditions and any pre-existing conditions prior to the Time of Closing the manifestation of which occurs following the Time of Closing, or (iv) under any Environmental Law arising out of or relating to the ownership, operation or condition ofthe Reserve Parking Lots or any Hazardous Substance or other contaminant that was present or released on or migrated or escaped or was released from the Reserve Parking Lots and including any known or unknown environmental conditions (collectively, the "Excluded Liabilities").
Section 8. Amendment of Section 3.7 ofthe Agreement. Clause (iv) of Section 3.7(a) ofthe Agreement is hereby amended to read in full as follows:
(iv) to use the Reserve Parking Lots or any part thereof for any and all
purposes;
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Section 9. Amendment of Section 3.7(c) ofthe Agreement. Section 3.7(c) of the Agreement is hereby amended to read in full as follows:
(c) Effect of Reservation. Any reservation of a right by the City and any of its Representatives, grantees, tenants, licensees and others claiming by, through or under the City to enter the Metered Parking System and to make or perform any repairs, alterations, Restoration or other work in, to, above, or about the Metered Parking System which is the Concessionaire's obligation pursuant to this Agreement, shall not be deemed to (i) impose any obligation on the City to do so, (ii) render the City liable to the Concessionaire or any other Person for the failure to do so or (iii) relieve the Concessionaire from any obligation to indemnify the City as otherwise provided in this Agreement. Nothing in this Agreement shall impose any duty upon the part of the City to do any work required to be performed by the Concessionaire hereunder and performance of any such work by the City and any of its Representatives, grantees, tenants, mortgagees, licensees and others claiming by, through or under the City shall not constitute a waiver ofthe Concessionaire's default in failing to perform the same.
Section 10. Amendment of Section 3.8 and 3.9 of the Agreement. Section 3.8 and Section 3.9 of the Agreement are hereby amended to read in full as follows:
Section 3.8. Intentionally deleted.
Section 3.9. Intentionally deleted.
Section 11. Amendment of Section 3.10 ofthe Agreement. Section 3.10 ofthe Agreement is hereby amended to read in full as follows:
Section 3.10. Payment of Taxes. Except as otherwise provided in this Section 3.10 and Section 7.1. the Concessionaire shall pay when due all Taxes payable during the Term in respect ofthe use or conduct of business with respect to the Metered Parking System and the Reserve Parking Lots, including any Parking Taxes, which the Concessionaire is obligated to collect from customers ofthe Metered Parking System and remit to the City or other Governmental Authority, as required by the applicable Law, it being understood that the Concessionaire shall have discharged its obligation to pay Parking Taxes in respect ofthe Metered Parking Fees collected from the Reserve Parking Lots by making the Reserve Metered Parking Spaces Payment with respect to the Reserve Metered Parking Spaces in such lots in accordance with Section 7.1. The C ity reserves the right, without being obligated to do so, to pay the amount of any such Taxes not timely paid and which are not being contested by the Concessionaire, and the amount so paid by the City shall be deemed additional consideration hereunder, due and payable by the Concessionaire within 10 Business Days after written demand by the City. The Concessionaire shall have the right to contest in good faith the validity or amount of any Taxes which it is responsible to pay under this Section 3.10: provided, however, that (i) the Concessionaire has given prior notice to the City of each such contest, (ii) no contest by the Concessionaire may involve a reasonable possibility of forfeiture or sale ofthe Metered Parking System, and (iii) upon the final determination of any contest by the Concessionaire, if the Concessionaire has not already done so, the Concessionaire shall pay any amount found to be due, together with any costs, penalties and interest. The Concessionaire shall not be liable for, and the City shall indemnify and hold the Concessionaire (and with respect to any New Agreement, the Collateral
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Assignee) harmless from and against, any (A) sales, use or similar Tax imposed by the State of Illinois, the City or any other unit of local government in the State of Illinois on the Consideration; (B) transfer, stamp, deed recording or similar Tax imposed by the State of Illinois, the City or any other unit of local government in the State of Illinois by reason of the execution and delivery of this Agreement or any grant or transfer to the Concessionaire by the City at Closing or any New Agreement and (C) Property Taxes.
Section 12. Amendment of Section 3.11 of the Agreement. Section 3.11 of the Agreement is hereby amended to read in full as follows:
Section 3.11. Utilities. The Concessionaire shall pay when due all charges (including all applicable Taxes and fees) for gas, electricity, light, heat, power, telephone, water and other utilities and services used in the Metered Parking System Operations or supplied to the Metered Parking System during the Term;provided, however, that with respect to the Reserve Parking Lots, the Concessionaire shall pay all such charges only as applicable to the Metering Devices for such lots. Upon request ofthe City, the Concessionaire shall forward to the City, within 15 Days following the respective due dates, official receipts, photocopies thereof, or other evidence satisfactory to the City, acting reasonably, of the payment required to be made by the Concessionaire in accordance with this Section 3.11.
Section 13. Amendment of Section 3.12(b) of the Agreement. Section 3.12 of the Agreement is hereby amended to read in full as follows:
(b) As used in Section 3.12(a). the term "Competing Public Parking Facility" does not include (i) any parking lot or parking garage located at, or providing parking for motor vehicles in connection with the regular operations of public buildings and facilities including, but not limited to, any airport, courthouse, correctional facility, police station, fire station, administrative building, public school, public library, public park or recreational facility, public hospital or similar government building; (ii) any parking facility located at, or within one-half mile of, any sports stadium or sports arena having a seating capacity in excess of 15,000; (iii) park and ride facilities that are used primarily by mass transit passengers; (iv) temporary parking facilities used for Special Events; (v) any parking facility that is used primarily to provide parking for an affordable housing development or a public housing project; and (vi) any Reserve Parking Lots.
Section 14. Amendment of Section 3.16 ofthe Agreement. Section 3.16 of the Agreement is hereby amended to read in full as follows:
Section 3.16. Metering Devices. The Concessionaire shall be required to maintain and operate the Metering Devices in accordance with the Operating Standards. The Concessionaire will inspect all Metering Devices in a manner designed to identify and promptly repair or replace defective or inoperative Metering Devices. The Concessionaire shall establish a method pursuant to which members ofthe general public may report inoperative and defective Metering Devices and shall display, at or near each Metering Device, a telephone number and internet address for the reporting of inoperative and defective Metering Devices and other operational problems related to Metered Parking System Operations. To facilitate the Concessionaire's maintenance, operation and inspection of Metering Devices, the City shall grant designated
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employees of the Concessionaire login access to the City's CANVAS meter maintenance database or to any subsequent meter maintenance database.
Section 15. Amendment to Article 3 of the Agreement. Article 3 of the Agreement is hereby amended by inserting therein the following new Section 3.21:
Section 3.21. Reserve Parking Lot Fees. The City agrees that it will constitute a Compensation Event if the City charges a Metered Parking Fee for any hour, with respect to Reserve Metered Parking Spaces located within a Reserve Parking Lot listed on Amended Schedule 10A. that is lower than the Metered Parking Fee then in effect for such hour for Concession Metered Parking Spaces on Blocks that are contiguous to such Reserve Parking Lot (or, if there are no Concession Metered Parking Spaces on contiguous Blocks, then on the Block containing Concession Metered Parking Spaces nearest to such Reserve Parking Lot); provided, however, that monthly parking rates at or above those in effect as of the Effective Date Of First Amendment shall not constitute a Compensation Event. Such action shall not constitute a City Default, an Adverse Action or a Reserved Powers Adverse Action.
Section 16. Amendments to Article 4 of the Agreement. Article 4 ofthe Agreement is hereby amended by amending Section 4.3. Section 4.5 and Section 4.6 to read in full as follows below and by inserting therein the following new Section 4.7 as follows:
Section 4.3. Intentionally deleted.
Section 4.5. Closure of Reserve Parking Lots. Pursuant to the exercise of its Reserved Powers and at the sole cost and expense ofthe City, the City may close one or more of the Reserve Parking Lots at any time or from time to time and may also remove Reserve Metered Parking Spaces from the Reserve Parking Lots. Any action taken by the City pursuant to this Section 4.5 is not an Adverse Action and is not a Compensation Event.
Section 4.6. Maintenance of Reserve Parking Lots. The City shall be responsible for operating and maintenance costs ofthe Reserve Parking Lots, including driveway permits, business licenses, resurfacing, de-icing, snow removal, insurance premiums and sub-surface capital improvements. The Concessionaire shall be responsible only for operating and maintenance costs of the Metering Devices and signage in connection with the Reserve Parking Lots.
Section 4.7. New Technology. In addition to and without limiting the City's rights pursuant to Section 5.1, the Parties from time to time may implement new technology to assist Ln the operation of or collection of revenue from the Metered Parking System, but only if they first mutually agree in writing;provided, however, that the foregoing is not intended to waive or limit any right of the Concessionaire to change Metering Devices pursuant to Section 5.2 and consistent with the Operating Standards; provided further that the Concessionaire shall not have the right to change Metering Devices to accept license plate data without the City's Approval.
Pay-By-Cell Technology. The Concessionaire shall implement (and thereafter maintain) Pay-by-Cell for Metered Parking Spaces, which shall meet common parameters for technology and convenience consistent with comparable systems used in other cities as of the Effective Date
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Of First Amendment; provided, however, that such obligation ofthe Concessionaire to implement (and thereafter maintain) Pay-by-Cell shall be conditioned upon the City equipping its meter readers with handheld devices and employing additional meter readers if and to the extent necessary to enforce its parking rules and regulations with respect to Pay-by-Cell, with such enforcement to include the ability to review both license plates for those using Pay-by-Cell and paper receipts for customers using the Metering Devices. The Concessionaire shall implement Pay-by-Cell as soon as reasonably practicable, but in no event later than May 1, 2014 (as extended, for the avoidance of doubt, day by day as a result of any Delay Event), plus an additional period of up to ninety (90) Days, as may be necessary to implement Pay-by-Cell; provided, however, that, if the City does not approve the Concessionaire's agreement with the Pay-by-Cell Operator within sixty (60) Days after the Concessionaire delivers such agreement to the City under Section 4.7(g), the Concessionaire shall implement Pay-by-Cell by no later than the date that is the same number of Days after May 1, 2014 as the number of Days in excess of sixty (60) that the City takes to approve such Pay-by-Cell Operator agreement.
Convenience Fee. A convenience fee of 35 cents will be charged on any single Pay-by-Cell transaction with a time duration of less than 120 minutes. Convenience fees shall not be included in calculating the Quarterly Settlement Amount.
Minimum Transaction Time. The minimum time duration for any Pay-by-Cell transaction shall be: (i) 30 minutes for Metered Parking Spaces located in the area bounded by the south side of Roosevelt Road on the south, Lake Michigan on the east, the north side of North Avenue on the north and the west side of Halsted Street on the west, and (ii) 15 minutes for all other Metered Parking Spaces.
Receipts. No paper receipts shall be used in Pay-by-Cell transactions; instead, receipts shall be provided to customers by text messages, emails or other electronic systems.
(a\) - Investment Costs, Operating Revenue and Profit Limitation.
Pay-by-Cell shall require an investment in technology by the Concessionaire, including a database and software that interfaces with the City's existing enforcement system," the ability to enforce parking restrictions through the use of license plate data, and the ability to assign each Pay-by-Cell transaction to the nearest Metering Device, and may result in decreased Metered Parking Revenues to the Concessionaire. The Concessionaire shall be responsible for such investment costs and bear the risk of such decreased Metered Parking Revenues, but shall be entitled (subject to the following terms) to earn and retain any amount attributable to convenience fee revenue as provided in Section 4.7(a) and interest from monies held in customer accounts as provided in Section 4.7(e).
If in any Reporting Year, (A) the amount the Concessionaire receives in convenience fee revenue under Section 4.7(a) and interest from monies held in customer accounts under Section 4.7(e). less (B) any per transaction cost imposed or incurred by the Pay-by-Cell Operator (provided, however, that credit card processing and credit card transaction fees shall be limited to the proportion of any given transaction that Pay-by-Cell convenience fees bear to all fees and charges for such parking transaction (such that, for example, a $0.35 Pay-by-Cell
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convenience fee for a transaction that includes $3.50 of total convenience and parking fees would permit 10% of the applicable credit card processing and credit card transaction fees for such transaction to be included in the Pay-by-Cell Threshold calculation)), and the costs of signage and decals relating solely to Pay-by-Cell and any direct costs of data service, data hosting and IT support relating solely to Pay-by-Cell {provided, however, that such Concessionaire's direct costs of signage and decals and data service, data hosting and IT support shall not exceed $100,000, as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell) (such difference, the "Pay-by-Cell Threshold"), exceeds an amount equal to $2,000,000 as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell, then the Concessionaire shall pay to the City within thirty (30) Days following the completion of such Reporting Year, 100% of the amount of such excess.
The City and the Concessionaire agree that at least twice during each Reporting Year, in connection with the quarterly meetings described in Section 20.17, the Concessionaire shall use its reasonable best efforts to analyze and report to the City the impact of the minimum time duration described in Section 4.7(b) on Metered Parking Revenues. In addition, from time to time, but not less than once every six months, the Concessionaire shall test the impact of a reduction in the minimum time duration on Metered Parking Revenues. If such a reduction ofthe minimum time duration can be implemented without decreasing Metered Parking Revenues, then the Concessionaire shall implement such reduction in the minimum time duration, but only to the number of minutes that the Concessionaire has reasonably determined will not decrease Metered Parking Revenues.
The Concessionaire may analyze and report to the City three months prior to each Pay-by-Cell Review Date whether (a) the impact ofthe implementation and maintenance of Pay-by-Cell is to decrease Metered Parking Revenues below what they would have been in the absence of Pay-by-Cell and such decrease exceeds the Pay-by-Cell Threshold plus $500,000, or (b)-the_J>ay-by-Cell Threshold plus $500,000 is a negative amount (each a "Pay-by-Cell Trigger Event"), and if the Concessionaire reasonably determines that there has been a Pay-by-Cell Trigger Event, may propose changes to Pay-by-Cell, including (x) the convenience fee described in Section 4.7(a), including the minimum period for the convenience fee to apply, and (y) the minimum time duration described in Section 4.7(b). to eliminate such Pay-by-Cell Trigger Event from occurring on a going-forward basis (the "Pav-by-Cell Proposed Change(s)"). If the Concessionaire reasonably determines that a Pay-by-Cell Trigger Event has occurred, and provides the City with such analysis and report, together with the bases for such determination and such supporting detail and information as was considered by the Concessionaire in reaching such determination, then the Parties shall attempt to agree on such Pay-by-Cell Proposed Changes or such other change(s) as will address the Pay-by-Cell Trigger Event. In the event the Parties are unable to agree, notwithstanding their reasonable best efforts, on such change(s) within three (3) months after the Concessionaire provides the City with such analysis and report and supporting detail and information, the Concessionaire shall have the option to terminate Pay-by-Cell on the relevant Pay-by-Cell Review Date. Notwithstanding anything to the contrary herein, if there is a change in Law or an exercise of Reserved Power that results in a Pay-by-Cell Trigger Event, the Concessionaire may initiate the process set forth in this Section 4.7(d")(iv) without waiting until the three month period prior to a Pay-by-Cell Review Date.
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Wallet. Pay-by-Cell may include a requirement that the customer's account at all times have a minimum credit of $20.00 and that additional deposits into the account shall be in a minimum amount of $20.00 and such additional deposits may be automatically debited from a customer's nominated source once the balance on the customer's account falls below $10.00. Interest on such deposits shall not be included in calculating the Quarterly Settlement Amount. The Concessionaire shall deposit, or cause to be deposited, such customer funds into a segregated deposit account or securities account maintained with a bank or other financial institution located in the United States of America which has been given a long-term unsecured debt rating of "A" (or equivalent) or higher by a Rating Agency. The credit balance of such deposit account or securities account shall be invested only in the Eligible Investments referred to in clause (i) and (iv) of the definition thereof.
Adjustment offees and other amounts. The amount of the convenience fee, the minimum required credit amount and the minimum deposit amount may be Adjusted for Inflation on an annual basis, subject to approval by the City Council; provided, however, that the failure to make such adjustments shall constitute a Compensation Event; provided further that Concession Compensation shall be limited to the amount of such adjustments during the period such adjustments were not made.
City Approval. The Concessionaire may engage an operator to operate, manage and maintain Pay-by-Cell (the "Pay-by-Cell Operator") who may be (but is not required to be) the Concessionaire itself or its Affiliate. The Concessionaire's agreement with the Pay-by-Cell Operator shall include terms customary for such agreements in the industry, and the City shall have the right to Approve such terms. A successor agreement shall be presented to the City for approval not less than three (3) months prior to the expiration of the prior agreement, and shall likewise include terms customary for such agreements in the industry, and the City shall have the right to Approve such terms. If the City does not approve any successor agreement prior to the expiration of the preceding agreement, the Concessionaire shall have the option to terminate Pay-by-Cell; provided, however, that the Parties shall use their reasonable best efforts to agree upon a mutually satisfactory alternative to the termination of Pay-by-Cell (including finding another Pay-by-Cell Operator that will accept terms that are reasonably acceptable to both Parties).
Reserved Power Actions. The City expressly reserves its right to exercise Reserved Power actions with respect to Pay-by-Cell. If such exercise of Reserved Power terminates Pay-by-Cell, or results in a Pay-by-Cell Trigger Event that the Parties are not able to resolve pursuant to Section 4.7(d)(iv), such exercise shall constitute a Compensation Event; provided, however, that in calculating Concession Compensation, any lost profits shall be limited to no more than $2,000,000, as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell. *'
Section 17. Amendment of Section 7.1 of the Agreement. Section 7.1 of this Agreement is hereby amended to read in full as follows:
Section 7.1. Metered Parking Fees. The City has (and shall retain during the Term) the Reserved Power to establish and revise from time to time the Metered Parking Fees that shall be imposed and charged in respect of motor vehicles using Metered Parking Spaces, including
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Concession Metered Parking Spaces and Reserve Metered Parking Spaces. Pursuant to the Metered Parking System Ordinance the City has approved and adopted the Initial Schedule of Parking Fees. At or before the Time of Closing the City shall place in effect the Initial Schedule of Parking Fees, and the City agrees that it will constitute a Compensation Event if, prior to December 31, 2013, the City (without the prior written approval ofthe Concessionaire) places into effect a revised schedule of Metered Parking Fees that (without regard to (i) any Expected Utilization Adjustments and (ii) any other changes to the Concession Metered Parking Spaces resulting from the exercise by the City of its Reserved Powers) results in a reduction in the Aggregate Revenue Value from the Aggregate Revenue Value as of the time immediately prior to the effective date of such revised schedule.
The exercise by the City of its Reserved Power to establish Metered Parking Fees shall not be used to favor the use by the general public of any Other Metered Parking Space located within one mile of any Concession Metered Parking Space or any-Reserve Metered Parking Space over the use by the general public of any Concession Metered Parking Space.
The Concessionaire shall, during the Term, have the right to collect and retain all of the Metered Parking Revenues derived from the Concession Metered Parking Spaces, and the right to pledge and assign such Metered Parking Revenues as security for any indebtedness incurred by the Concessionaire pursuant to a Collateral Assignment (and related financing documents).
During the Term, the City shall have the right to retain (or to receive from the Concessionaire) all of the Metered Parking Revenues derived from the operation of Reserve Metered Parking Spaces net of any amounts to be paid to the Concessionaire as consideration for its operation and management ofthe Reserve Metered Parking Spaces. The consideration to be paid to the Concessionaire for the operation and management of a Reserve Metered Parking Space shall be an amount equal to fifteen percent (15%) of the gross revenues from such Reserve Metered Parking Space; for this purpose, "gross revenues" shall not include any Parking Taxes collected by the Concessionaire from customers of the Reserve Metered Parking Spaces and remitted to the City or other Governmental Authority pursuant to Section 3.10. The net revenues derived from Reserve Metered Parking Spaces shall be calculated by the Concessionaire and shall be paid to the City by the second Business Day next following the Day of collection of such Metered Parking Revenues (the "Reserve Metered Parking Spaces Payment"). If in the reasonable opinion of the Concessionaire the operation and management costs together with a reasonable profit margin relating to a Reserve Metered Parking Space exceeds fifteen percent (15%) of the gross revenues related to a Reserve Metered Parking Space, then the Concessionaire shall have the right to elect that the City and the Concessionaire consult with a Consultant on what a reasonable increase in operation and management fees would be under the then current market conditions. The decision of the Consultant shall be binding on both the City and the Concessionaire for a period of two years. The Concessionaire shall pay the costs and expenses of the Consultant.
The Concessionaire shall be obligated to charge and collect the full amount ofthe Metered Parking Fees imposed by the City with respect to each Concession Metered Parking Space and each Reserve Metered Parking Space and may not initiate any plan or program of discounts or surcharges from the schedule of Metered Parking Fees as in effect from time to time. In accordance with Section 3.10, the Concessionaire shall be obligated to charge and collect all
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Parking Taxes that the Concessionaire is obligated to collect from customers of the Metered Parking System and shall be obligated to remit such Parking Tax collections to the appropriate Government Authority (including the City) in the manner required by law. The Concessionaire shall be deemed to have discharged its obligation under this Section 7.1 and Section 3.10 to remit Parking Taxes collected by it to the appropriate Government Authority (including the City) in respect of each Reserve Metered Parking Space in any Reserve Parking Lot by making the Reserve Metered Parking Spaces Payment.
Section 18. Amendment of Section 7.2(a) of Agreement. Section 7.2(a) ofthe Agreement is hereby amended to read in full as follows:
(a) Designation. The designation of Metered Parking Spaces is a Reserved Power of the City and the City shall have the right to designate, and to remove from such status, from time to time, each Metered Parking Space, Concession Metered Parking Space and Reserve Metered Parking Space; provided, however, that (i) the City's right to increase the number of Concession Metered Parking Spaces is limited by the provisions of Section 7.2(b), and (ii) if the City designates Reserve Metered Parking Spaces on the same Block as Concession Metered Parking Spaces, all Metered Parking Spaces on such Block shall be designated Reserve Metered Parking . Spaces. The City shall also retain the Reserved Power to establish the Period of Operation and Period of Stay of Metered Parking Spaces. Any designation or direction ofthe City pursuant to this Section 7.2 shall be provided in writing to the Concessionaire.
The City hereby designates (i) the Concession Metered Parking Spaces located in the Reserve Parking Lots, identified on Amended Schedule 10A as Reserve Metered Parking Spaces; and (ii) the Reserve Metered Parking Spaces, identified on Amended Schedule 10B as Concession Metered Parking Spaces. Each such designation shall be effective as ofthe Effective Date Of First Amendment.
The City hereby designates the Reserve Metered Parking Spaces, identified on Amended Schedule IPC as Concession Metered Parking Spaces. Such designation shall be effective as of December 1, 2012, and the City shall pay to the Concessionaire the Metered Parking Revenues attributable to such spaces received by the City since December 1, 2012, alter deducting rental fees paid by the City for Metering Devices for such spaces for the period following December 1, 2012.
Section 19. Amendment of Section 7.3 of Agreement. Section 7.3 of the Agreement is hereby amended to read in full as follows:
Section 7.3. Notice of Exercise of Reserved Powers. The City shall provide the Concessionaire with timely written notice of any changes in Metered Parking Fees pursuant to Section 7.1 and of any actions taken by the City pursuant to Section 7.2. The City shall use reasonable best efforts to provide the Concessionaire with timely written notice of any Required Closure other than a Required Closure that is disregarded pursuant to Section 7.9(c) and, no later than ten (10) Days following the end of any month, information in the City's possession concerning the location, type, and effective date of any Required Closures that occurred during the preceding month. The City shall provide the Concessionaire with timely written notice of any proposed designation or removal of Metered Parking Spaces, any proposed changes in
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Metered Parking Fees, Periods of Operation, Periods of Stay, Required Closures or fines for parking violations and any other Reserved Power actions (other than emergency actions) that could reasonably be expected to have the effect of resulting in a reduction in Revenue Value of at least five percent (5%).
Section 20. Amendment of Section 7.4 of Agreement Section 7.4 of the Agreement is hereby amended to read in full as follows:
Section 7.4. Revenue Value.
General Rule. The Revenue Value of each Concession Metered Parking Space as of March 1, 2013 shall be the Revenue Value set forth on Amended Schedule 10. These values have been determined by the City based upon and after taking into account the Metered Parking Fee, the Period of Operation, the Period of Stay, and the Utilization Rate of such Concession Metered Parking Space measured over the course of the Reporting Year commencing March 1, 2012 (and adjusted to reflect, for Impacted Concession Metered Parking Spaces, new Periods of Operation and seasonal factors), and the Rate to Fine Multiple Factor determined in accordance with Section 7.9(e). Thereafter, the Revenue Value for each Concession Metered Parking Space will be determined as of the first Day of each month in accordance with the methodology set forth in Schedule 6.
For the avoidance of doubt, as of every March 1 beginning March 1, 2015, the Utilization Rate of every Concession Metered Parking Space shall be adjusted to equal (A) the sum ofthe Actual Operating Revenue for the preceding Reporting Year allocated to such space plus the Required Closure Payments for the preceding Reporting Year allocated to such space, divided by (B) the Full Utilization Amount for such space as of February 1 ofthe preceding Reporting Year, except where (x) the Revenue Value for such space was changed during the preceding Reporting Year or (y) an Expected Utilization Rate became effective with respect to such space during the preceding Reporting Year (notwithstanding the reversal of any Reserved Power action in accordance with Section 7.9(h)).
Reserved Power Actions Affecting Revenue Values. The Revenue Value calculations in Section 7.4(a) are based on the dates on which a Regular Rate Adjustment or an Expected Utilization Rate becomes effective. The following rules shall apply in determining such effective dates for Section 7.4(a) and otherwise for the purposes of this Agreement: (i) any designation of a new Concession Metered Parking Space or change in Metered Parking Fees, Periods of Operation or Periods of Stay that requires the installation of a new Metering Device shall be deemed effective as the earlier ofthe date the Metering Device is placed in service in accordance with the Operating Standards or the 120th Day following the Reserved Powers Action Date; (ii) any removal ofthe designation of a Metered Parking Space as a Concession Metered Parking Space shall be deemed effective as ofthe second Business Day immediately following the Reserved Powers Action Date; (iii) any change in Metered Parking Fees, Periods of Operation or Periods of Stay that does not require the installation of a new Metering Device shall be deemed effective as ofthe earlier of the Day the Metering Device as modified to reflect such change is placed in service in accordance with the Operating Standards or the 60th Day following the Reserved Powers Action Date; (iv) any designation of a Concession Metered Parking Space that does not require the installation of a new Metering Device or the modification of the then
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installed Metering Device (including an informational sticker or display) shall be deemed effective as of the second Business Day after the Reserved Powers Action Date. The Concessionaire shall provide the City with prompt written notice of the placed in service date of each new Metering Device installed pursuant to clause (i) of this paragraph and of each Metering Device that is modified pursuant to clause (iii) of this paragraph. As used in this Section 7.4, "Reserved Powers Action Date" means (A) (i) the effective date of the Reserved Power action as determined in the ordinance or resolution of the City Council authorizing such Reserved Powers action or (ii) if no such effective date is determined in such ordinance or resolution, then the date such ordinance or resolution takes effect or (B) if the exercise of such Reserved Power has been delegated by action of the City Council to the City Comptroller or other designated official, the date such delegated authority is exercised by the City Comptroller or such designated official by written notice to the Concessionaire. The provisions of this paragraph relate only to the effective dates for the determination or adjustment of Revenue Values and are not a limitation oh any provision or requirement of the Operating Standards.
Change In Revenue Value Not a Compensation Event. Any change in Revenue Value (other than as set forth in Section 7.1 with respect to the Initial Schedule of Parking Fees) is not a Compensation Event and will not result in Concession Compensation.
Dates for Reporting Calculations and Making Objections Regarding Quarterly Settlement Amounts. The City will calculate and report in writing to the Concessionaire: the Monthly System in Service Percentages, the Quarterly System in Service Percentage, and the Quarterly Settlement Amount for each Quarter no later than the first Business Day of the third month after the end of the Quarter; and the Settlement System Revenue Value no later than the first Business Day of August of each Reporting Year.
For a period often (10) Days following the submission by the City of any ofthe foregoing reports, the Concessionaire may provide the City with comments or objections to the report and the City agrees to meet with the Concessionaire and its Representatives to discuss any of the matters presented in the report. Within thirty (30) Days after the initial submission of any report, unless the Concessionaire is disputing any element of the report, the City shall deliver to the Concessionaire the report in final form.
Section 21. Amendment to Article 7 of Agreement to Insert New Section 7.5. Article 7 of the Agreement is hereby amended and supplemented by inserting therein the following new Section 7.5. All existing references to Section 7.5. Section 7.6, Section 7.7, Section 7.8. Section 7.9. Section 7.10. Section 7.11 and Section 7.12 of the Agreement should be read, respectively, as referencing Section 7.6, Section 7.7. Section 7.8. Section 7.9, Section 7.10. Section 7.11. Section 7.12 and Section 7.13. All references contained in this First Amendment refer to the correct Section of the Agreement, as amended by this First Amendment.
Section 7.5. Allocation of Actual Operating Revenue and Required Closure Payments to Concession Metered Parking Spaces. Actual Operating Revenue and Required Closure Payments shall be allocated to individual Concession Metered Parking Spaces as follows:
(a) Actual Operating Revenue. As of the last Day of each month, the Actual Operating Revenue collected by the Metering Device for such space during such month shall be allocated to each Metered Parking Space (whether subject to a Required Closure or not during
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such month) which is served by such Metering Device by multiplying such Actual Operating Revenue by such space's Revenue Distribution Percentage as of the first Day of such month.
Required Closure Payments. As of the last Day of each month, the Required Closure Payments derived from Days of Required Closure occurring during such month for any Concession Metered Parking Space served by the same Metering Device shall be added together and such total shall then be allocated to each Concession Metered Parking Space (whether subject to a Required Closure or not during such month) which is served by the same Metering Device by multiplying such total by such space's Revenue Distribution Percentage as of the first Day of such month.
Assignment of Spaces to Metering Devices. Each Metered Parking Space as of the Effective Date Of First Amendment has been assigned to a Metering Device on Amended Schedule 10, with those spaces on a Block where there is one Metering Device assigned to such Metering Device and, where there is more than one Metering Device, to the Metering Device closest to such Metered Parking Space. Such assignments of existing Metered Parking Spaces shall not be changed without the agreement of the Parties. Each Metered Parking Space added by the City in accordance with Section 7.8 shall be assigned to the Metering Device servicing that Block where there is one such Metering Device and, to the extent such Metered Parking Space is on a Bjock serviced by more than one Metering Device, to the Metering Device on such Block closest to such Metered Parking Space.
Section 22. Amendment of Section 7.5 ofthe Agreement. Subsection (a) of Section 7.5 ofthe Agreement is hereby amended as Section 7.6(a). to read in full as follows:
(a) City Settlement Payment. If the Quarterly Settlement Amount for any Quarter is a positive number, then the City shall owe the Concessionaire the Quarterly Settlement Amount for that Quarter. Each such Quarterly Settlement Amount shall bear interest at the Bank Rate from the last Day of the Quarter in which such amount is calculated until such amount is discharged. Any such Quarterly Settlement Amount shall be reduced by the application of the amount of any available Settlement Credit and any Quarterly Settlement Amount remaining after such reduction must be paid within 60 Days following the final determination of such Quarterly Settlement Amount in accordance with Section 7.4 or Section 7.15.
Section 23. Amendment of Section 7.6 of the Agreement. Subsection (a) of Section 7.6 ofthe Agreement is hereby amended as Section 7.7(a). to read in full as follows:
(a) General Provisions. The Parties acknowledge and agree that effective enforcement of parking rules and regulations by the City and the adjudication and punishment of Persons that violate such rules and regulations are material to the Parties and to the administration of this Agreement. The Concessionaire acknowledges and agrees that the City's system for the enforcement of parking rules and regulations as in effect on the date of execution of this Agreement satisfies the requirements of this Section 7.7 and that the City will incur no liability to the Concessionaire during such period as such system remains unchanged and in effect, except for the City's enforcement efforts with respect to Pay-by-Cell, which are addressed in Section 4.7. The City covenants that it will enforce parking rules and regulations, as in effect from time to time, in accordance with the provisions of this Section 7.7 and acknowledges that
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its failure to do so may result in losses to the Concessionaire and thereby may constitute a Compensation Event. The Concessionaire acknowledges and agrees that the adjudication of parking violations and the punishment of violators is a judicial or quasi-judicial matter and that the outcome of such adjudications (and the methods employed by the City with respect thereto) and the punishments, if any, imposed, may not be compensated for under this Agreement and will not give rise to a Compensation Event or result in Concession Compensation in any event. During the Term and pursuant to its Reserved Powers, but subject to applicable provisions of the Illinois Vehicle Code, the City shall adopt and enforce rules and regulations with respect to the Metered Parking Spaces. Violations of parking rules and regulations shall be enforced by the City in accordance with Law. The City agrees to establish, maintain and undertake procedures for the enforcement of parking rules and regulations that are designed to deter parking violations, including through the use of license plate data and including procedures for the collection of unpaid parking tickets by such means as then permitted by Law, including notification to the Illinois Secretary of State of Persons subject to license suspension proceedings pursuant to Section 6-306.5 of the Illinois Vehicle Code. In addition, the City shall at all times during the Term maintain a vehicle immobilization program if then permitted by Law (the form and method of which may be determined from time to time by the City or another Governmental Authority). In no event shall this prevent the City from using alternative methods of deterrence and immobilization which are not currently being used as of the date of this Agreement. The amount of the fines imposed for violations with respect to Metered Parking Spaces shall be established by the City and revised from time to time as necessary to deter parking violations. The City shall establish and maintain a system for the adjudication and punishment of those Persons that commit parking violations. With respect to parking by Exempt Persons, the City will penalize abuse of such parking permits through significant fines and other appropriate measures and will take all reasonable measures to ensure that levels of counterfeit parking permits are minimized.
Section 24. Amendment of Section 7.7 of the Agreement. Section 7.7 ofthe Agreement is hereby amended as Section 7.8 to read in full as follows:
Section-7.8. Additional Concession Metered Parking Spaces. During the Term and subject to the provisions of Section 7.2(b), the City may designate additional Concession Metered Parking Spaces and each additional Concession Metered Parking Space shall immediately become part of the Metered Parking System; provided, however, that the City will not designate a Block of Reserve Metered Parking Spaces as Concession Metered Parking Spaces unless each Metering Device which serves such Block of Reserve Metered Parking Spaces generates minimum annual total Metered Parking Revenues of at least $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, for the Reporting Year immediately preceding the date of designation. The City may add new Blocks of Concession Metered Parking Spaces, provided, however, that in respect of each Metering Device which serves such a Block, if the Concession Metered Parking Spaces assigned to that Metering Device shall have an aggregate amount of Actual Operating Revenue plus Required Closure Payments below $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, during each ofthe first two Reporting Years following the addition of such Concession Metered Parking Spaces, the City shall designate the Concession Metered Parking Spaces on such Block as Reserve Metered Parking Spaces. The $2,000 threshold set forth above does not apply to the existing Blocks of Concession Metered Parking Spaces set forth on Amended Schedule 10 or the
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addition of Concession Metered Parking Spaces on existing Blocks of Concession Metered Parking Spaces. The Concessionaire shall promptly undertake to install (if needed) a Metering Device for such additional Concession Metered Parking Spaces and to commence Metered Parking Operations with respect to such Concession Metered Parking Spaces.
For each Concession Metered Parking Space designated by the City in accordance with this Section 7.8, the City shall assign a Revenue Value as of the first Day of the month following the date the designation is deemed effective in accordance with Section 7.4(b), taking into account the then current Metered Parking Fee, Period of Operation, Period of Stay, Rate to Fine Multiple Factor and Expected Utilization Rate, pursuant to the methodology set forth in Schedule 6. The City shall also calculate an Expected Utilization Adjustment and a Revenue Value Adjustment for each such additional Concession Metered Parking Space in accordance with Section 7.9(a) and Section 7.9(b).
Section 25. Amendment of Section 7.8 of the Agreement. Subsections (a), (b) and (c) of
Section 7.8 of the Agreement are hereby amended as Subsections (a), (b) and (c) of Section 7.9. and subsection (h) is hereby added as a supplement to Section 7.9, each to read in full as follows:
Expected Utilization Rate. The City shall set, and notify the Concessionaire of, an Expected Utilization Rate for a Concession Metered Parking Space whenever: (i) there is a change in the Metered Parking Fee (other than a Regular Rate Adjustment) or the Period of Operation or the Period of Stay; (ii) a new Concession Metered Parking Space is designated pursuant to Section 7.8; or (iii) the City adjusts the Utilization Rate for such space as provided in Section 7.9(f). Such Expected Utilization Rate shall remain in effect until the earlier of (x) a new Expected Utilization Rate becomes effective for such space or (y) the March 1 as of which a Revenue Value Adjustment is determined for such space. As of the date of a Revenue Value Adjustment, a space shall no longer have an Expected Utilization Rate. No Expected Utilization Rate shall be set in connection with a Regular Rate Adjustment. Whenever the City designates one or rnore Metered Parking Spaces as Concession Metered Parking Spaces or removes or is deemed to have removed one or more Metered Parking Spaces from the status of Concession Metered Parking Spaces, Expected Utilization Rates shall not be set for other Concession Metered Parking Spaces assigned to the same Metering Device.
Expected Utilization Adjustments and Revenue Value Adjustments. An Expected Utilization Adjustment and a Revenue Value Adjustment shall be calculated only for a Concession Metered Parking Space which has an Expected Utilization Rate. Such Expected Utilization Adjustment and Revenue Value Adjustment shall be calculated by the City as of the March 1 occurring not less than 12 months and not more than or equal to 24 months after the date such Expected Utilization Rate became effective for such Concession Metered Parking Space (but only if a new Expected Utilization Rate has not become effective during the Reporting Year immediately preceding such March 1). As of such March 1, the City shall adjust Aggregate Revenue Value by the Revenue Value Adjustment, if any, for such Concession Metered Parking Space pursuant to the methodology set forth in Schedule 6. For purposes of adjusting Aggregate Revenue Value by the Revenue Value Adjustment, the Expected Utilization Rate in effect as of the first Day ofthe month immediately preceding such date of adjustment shall be used in calculating the Expected Utilization Adjustment.
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(c) Required Closure. If as a result of a Required Closure, Metered Parking System Operations for a Concession Metered Parking Space are suspended for a number of Days in the Reporting Year in excess of the Required Closure Allowance, then for the current and any subsequent Quarter during such Reporting Year the City shall be obligated to make a Required Closure Payment. A Required Closure Payment arising in connection with any Quarter shall be due and payable as part of the Quarterly Settlement Amount for such Quarter. Any Required Closure of an aggregate duration of greater than six hours in any Day shall be treated as a Required Closure for the entire Day and any Required Closure of an aggregate duration of six hours or less shall be disregarded; provided, however, that any Required Closure of an aggregate duration of six hours or more that occurs over a period of three consecutive Days within the same Reporting Year (with each of the three consecutive Days counted for this purpose and with no single Day Required Closure of greater than six hours) shall be treated as a Required Closure for the first Day of such three-Day period. For any such three-Day period, at least two ofthe Days shall have a Required Closure of some duration not exceeding six hours. In no event shall any of the three Days be used to calculate more than one Day of Required Closure.
(h) City's option to reverse the effect of a Reserved Power action pn System in Service Percentage.
The Parties acknowledge that there may be circumstances in which the City elects to take a Reserved Power action that it expects (A) to increase the System in Service Percentage but such Reserved Power action does not have that effect or increases the System in Service Percentage less than the City expected or (B) to decrease the System in Service Percentage but such Reserved Power action reduces the System in Service Percentage by more than the City expected when it took such action. In all such cases, the City has the power to reverse such Reserved Power action. Without prejudice to the rights ofthe Concessionaire and obligations ofthe City under Section 14.3, the Parties intend for this Section 7.9(h) to provide the City with the option to eliminate the past or future effect of such Reserved Power action on the System in Service Percentage;provided, however, that the City reimburses the Concessionaire.for any loss of Revenue Value during the period such Reserved Power action was in effect, as provided below.
At any time prior to the first Day of the Reporting Year that occurs not less than 12 months and not more than 24 months after the month an Expected Utilization Rate for a Concession Metered Parking Space is set on account of a Reserved Power pursuant to Section 7.9(a). the City has the option to reverse the effect such Reserved Power action has on the System in Service Percentage by reverting the Period of Operation, Metered Parking Fee or Period of Stay changed by virtue of such Reserved Power action to the Period of Operation, Metered Parking Fee or Period of Stay immediately preceding the Reserved Power action (and then, if applicable, adjusting such Metered Parking Fee for any subsequent Regular Rate Adjustments), and adjusting the Utilization Rate for such space to be the Utilization Rate in effect for such space as ofthe first Day of the month the Reserved Power action became effective pursuant to Section 7.4; provided, however, that (A) if the City has exercised one or more subsequent Reserved Power actions (other than Regular Rate Adjustments) with respect to such space during the period prior to the first Day of the Reporting Year that occurs not less than 12 months and not more than 24 months after the month an Expected Utilization Rate for the Concession Metered Parking Space is set on account of a Reserved Power pursuant to Section
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7.9 and such subsequent Reserved Power actions have not been reversed, under this Section 7.9(h), the City shall only have the option to reverse the effect of the last Reserved Power action (other than a Regular Rate Adjustment) on the System in Service Percentage; and (B) if the Reserved Power action in question concerns more than one Concession Metered Parking Space, this Section 7.9(h) will not apply unless the City reverses such Reserved Power action as to all of the spaces as to which such Reserved Power action was taken. The Parties agree that at the time of such a reversal, the System in Service Percentage will be adjusted as necessary to remove any decrease or increase in the System in Service Percentage attributable to the reversed Reserved Power action; provided, however, that if a Regular Rate Adjustment shall have occurred subsequent to the exercise ofthe Reserved Power action and prior to the date of such reversal, the System in Service Percentage shall reflect the effect ofthe Regular Rate Adjustment. The Parties further agree that any payments or credits attributable to the reversed Reserved Power action will be returned or cancelled on the date of payment of the next Quarterly Settlement Amount following the Reserved Power reversal.
If the City elects to exercise its option to reverse the effect of a Reserved Power action on the System in Service Percentage pursuant to this Section 7.9(h), the City will calculate, and if a positive figure, the City will pay as of the date of payment of the next Quarterly Settlement Amount following the Reserved Power reversal, the difference between (1) theproduct of 1/12 of the Revenue Value of such Concession Metered Parking Space as ofthe first Day of the month immediately preceding the Reserved Power action and the number of months the Reserved Power action was in effect, and (2) the Actual Operating Revenue and Required Closure Payments for such space during the period in which the Reserved Power action was in effect. No payment shall be due to either Party if the figure is negative. The Expected Utilization Rate set in connection with a Reserved Power action that has been reversed shall not result in a Revenue Value Adjustment.
This Section 7.9(h) shall not apply to the designation of new Concession Metered.Parking Spaces.
Section 26. Amendment of Section 7.10 of the Agreement. Section 7.10 of the Agreement is hereby amended as Section 7.11 to read in full as follows:
Section 7.11. Reduction in Concession"Metered Parking Spaces. A Reserved Powers Adverse Action shall have occurred if. (i) for any Reporting Year the average daily number of Concession Metered Parking Spaces is less than 30,000; provided, however, that spaces designated as Reserve Metered Parking Spaces serviced by a Metering Device that generates total Metered Parking Revenues of less than $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, for the Reporting Year immediately preceding such Reporting Year, shall be treated as Concession Metered Parking Spaces for purposes of determining the average daily number of Concession Metered Parking Spaces under this Section 7.11. or (ii) for any Reporting Year ending prior to March 1, 2073, the average of the Monthly System in Service Percentages for such Reporting Year is less than eighty percent (80%).
Section 27. Amendment to Article 7 ofthe Agreement to Insert New Section 7.13. Article 7 of the Agreement is hereby amended and supplemented by inserting therein the following new Section 7.13.
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Section 7.13 Right to Challenge. If a Party objects to any determination made by the other Party pursuant to this Article 7. the objecting Party shall have the right to submit such determination (at any time including after the date of such determination) for resolution by technical arbitration pursuant to Section 19.7; provided, however, that any item disputed under Section 7.14 shall not be eligible for a technical arbitration pursuant to Section 19.7.
Section 28. Amendment to Article 7 of the Agreement to Insert New Section 7.14. Article 7 ofthe Agreement is hereby amended and supplemented by inserting therein the following new Section 7.14.
Section 7.14 RPA Determination Concerning Revenue Value Adjustment.
(a) Conditions for Seeking an RPA Determination Concerning Revenue Value Adjustment. The Parties acknowledge that there may be circumstances in which a Revenue Value Adjustment may reflect economic effects on the Metered Parking System other than those caused by the City's exercise of Reserved Powers. Accordingly, if any of the conditions outlined in Section 7.14(a)(i)-(v) or Section 7.14(a)(vii) is satisfied, either Party may initiate a proceeding (such proceeding, and the process with respect to such proceeding as described in this Section' 7.14, the "RPA Determination Proceeding"), and if the condition outlined in Section 7.14(a)(vi) is satisfied, the Concessionaire may initiate an RPA Determination Proceeding, for an Expert Econometrician to determine (such determination, the "RPA Determination") the amount that the Revenue Value Adjustment in question would have been had the effects of the amounts caused' by factors other than the exercise of Reserved Powers been excluded from such calculation; provided, however, that neither Party may initiate an RPA Determination PrOceedirig with respect to any Reserved Power the effect of which the City reversed pursuant to Section 7.9(h).
As to any Quarter commencing with the Reporting Year that commences March 1, 2015, if there has been an event during the two-year period immediately preceding the Quarter which is beyond the reasonable control of the Parties and such event would have constituted a Force Majeure within the meaning of Section 1.1 if it had affected the Concessionaire's performance or use of the Metered Parking System, and such event impacted Actual System Operating Revenue during some or all of such two-year period. Such events shall include an intervening act of God or public enemy, war, invasion, armed conflict, act of foreign enemy, blockade, revolution, act of terror, sabotage, civil commotion, interference by civil or military authorities, condemnation or confiscation of property or equipment by any Governmental Authority, nuclear or other explosion, radioactive or chemical contamination or ionizing radiation, fire, tornado, flooding, earthquake or other natural disaster, riot or other public disorder, epidemic or quarantine restriction; provided, however, that no event arising out of or in connection with or resulting from any of the following shall provide a basis for initiating an RPA Determination Proceeding (unless such event is specifically enumerated in this paragraph): (A) general economic conditions or changes therein; (B) financial, banking, currency or capital markets fluctuations or conditions (either in the United States or any international market and including changes in interest rates); and (C) conditions affecting the financial services or parking industries generally.
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2015, if during the Reporting Year ending one year
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and one Day prior to such Quarter the City changed the Period of Stay or increased the Period of Operation of Concession Metered Parking Spaces that (A) are equal to or more than 10% ofthe total number of Concession Metered Parking Spaces as of the last Day of such Reporting Year or (B) the combined Revenue Value of such changed spaces is equal to or more than 10% of the combined Revenue Value of all Concession Metered Parking Spaces as of the last Day of such Reporting Year; provided, however, that the RPA Determination shall be limited to the amount of the Revenue Value Adjustment attributable to such spaces.
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2015, if (A) the True-Up Adjustment increases or decreases by more than the greater of $250,000, as Adjusted for Inflation from the Effective Date Of First Amendment, or 15% from the True-Up Adjustment in the fourth Quarter of the preceding Reporting Year and (B) the Unaffected System Utilization Rate increases or decreases by more than 10% from the Unaffected System Utilization Rate for the preceding Reporting Year; provided, however, that this condition shall not be deemed satisfied for purposes of the City's right to initiate an RPA Determination Proceeding unless the Unaffected Concession Metered Parking Spaces included in the calculation of Unaffected System Utilization Rate shall have a combined Revenue Value that is equal to or greater than 50% of the combined Revenue Value of all Concession Metered Parking Spaces as ofthe last Day ofthe Reporting Year over which such Unaffected System Utilization Rate is measured.
As to the first Quarter of the Reporting Year commencing March 1, 2015, if (A) the number of Affected Concession Metered Parking Spaces is equal to or more than 5% of the total number of Concession Metered Parking Spaces as of February 28, 2014, or (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces is equal to or more than 5% of the combined Revenue Value of all Concession Metered Parking Spaces as of February 28, 2014; provided, however, that for purposes of making the RPA Determination (x) the "exercise of Reserved Powers" shall exclude the changes in Hours of Operation to the Impacted Concession Metered Parking Spaces that are effective as of the Implementation Date, and (y) the RPA Determination shall exclude the amount of the Revenue Value Adjustment, if any, that was caused by the City's implementation of Public Act 097-0845, which limits the number of Exempt Persons effective January 1, 2014.
As to the first Quarter of the Reporting Year commencing March 1,2015, if (A) the number of Affected Concession Metered Parking Spaces is equal to or more than 10% of the total number of Concession Metered Parking Spaces in either Zone 4 or Zone 5 (as defined in Schedule 15) as of February 28, 2014, (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces is equal to or more than 10% of the combined Revenue Value of Concession Metered Parking Spaces in either Zone 4 or Zone 5 (as defined in Schedule 15) as of February 28, 2014; provided, however, that for purposes of making the RPA Determination (x) the "exercise of Reserved Powers" shall exclude the changes in Hours of Operation to the Impacted Concession Metered Parking Spaces that are effective as of the Implementation Date, (y) the RPA Determination shall exclude the amount ofthe Revenue Value Adjustment, if any, that was caused by the City's implementation of Public Act 097-0845, which limits the number of Exempt Persons effective January 1, 2014 and (z) the RPA Determination shall be limited to such Parking Zone(s).
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As to the first Quarter of each of the Reporting Years commencing March 1, 2015, March 1, 2016 and March 1, 2017, if (A) the number of Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% of the total number of Concession Metered Parking Spaces in such Parking Zone as ofthe last Day of the Reporting Year ending one year and one Day prior to such first Quarter; or (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces in such a Parking Zone is equal to or more than 25% of the combined Revenue Value of all Concession Metered Parking Spaces in such Parking Zone as ofthe last Day ofthe Reporting Year ending one year and one Day prior to such first Quarter; provided, however, that the RPA Determination shall be limited to such Parking Zone(s).
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2018, if (A) (x) the number of Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% ofthe total number of Concession Metered Parking Spaces in such Parking Zone as of the last Day of the Reporting Year ending one year and one Day prior to such first Quarter; or (y) the combined Revenue Value of the Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% ofthe combined Revenue Value of all Concession Metered Parking Spaces in such Parking Zone as of the last Day ofthe Reporting Year ending one year and one Day prior to such first Quarter, and (B) the Concessionaire has conducted a statistical sampling of the use of Concession Metered Parking Spaces and calculated the Exempt Person Annual Loss in accordance with the requirements of this Agreement and Schedule 14 during each ofthe two immediately preceding Reporting Years, and the EPAL Percentage has changed by more than six (6) percentage points (e.g., a decrease from 125% to 119%) from the prior Reporting Year; provided, however, that if the EPAL Percentage for the first of the two Reporting Years is (i) 112% or less, then this.condition shall not be satisfied with respect to the Concessionaire, and (ii) less than 106%, then in determining whether this condition is satisfied with respect to the City, only the percentage point change above 106% shall be considered; provided farther that the RPA Determination shall be limited to those Parking Zone(s) that satisfy the requirement of Section 7.14ra)(vii)(-AVabove.
(b) RPA Determination Proceeding.
A Party shall initiate the RPA Determination Proceeding by providing written notice to the other Party, within 30 Days after the date on which the City delivers the report of the Quarterly Settlement Amount for such Quarter pursuant to Section 7.4. Such notice shall (A) demonstrate that one or more of the conditions set forth in Section 7.14(a) has been satisfied and (B) notify the other Party of its intent to seek an RPA Determination.
The RPA Determination Proceeding shall be conducted by a nationally recognized econometrician (the "Expert Econometrician") jointly selected by the City and the Concessionaire (and, if the Parties fail to agree upon an Expert Econometrician within 10 Business Days after the notice of commencement, then the Expert Econometrician shall be appointed by the International Institute for Conflict Prevention & Resolution (CPR), 575 Lexington Avenue, 21st Floor, New York New York 10022). Each Party shall engage an expert, who shall serve as such Party's representative in the RPA Determination Proceeding. No later than 60 Days after the selection of the Expert Econometrician, each Party's expert shall submit to
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the Expert Econometrician (with a copy to the other Party) a signed report, together with any calculations or other supporting information or exhibits, setting forth his or her position on the amount that the Revenue Value Adjustment would have been had the effects of the amounts caused by factors other than the exercise of Reserved Powers been excluded from the calculation. No later than 30 Days after the Parties' initial expert submissions (or the expiration of the deadline for such submissions, if earlier), each Party's expert may (but shall not be required to) submit a response to the report previously submitted by the expert of the other Party. The Expert Econometrician may ask either Party questions concerning their submissions and may request such additional information or analysis as it deems appropriate, and each Party agrees to cooperate with (and to cause their respective expert to cooperate with) such requests; provided, however, that a copy of such request or response shall be provided to the other Party promptly after such request or response is given. The Parties will direct the Expert Econometrician to hold a conference with the Parties and their experts as soon as practicable, but not later than 30 Days after the Parties' response submissions. Only the experts appointed by the Parties shall be permitted to actively present and discuss matters with the Expert Econometrician at the conference (with any other representatives ofthe Parties having only a right of observation). The Expert Econometrician shall determine the length and procedures of such conference, and shall have the opportunity to ask such questions of the Parties' experts as it deems appropriate. The Parties' experts shall be permitted to respond to the positions of the other Party's expert taken at the conference. The Parties shall direct the Expert Econometrician to finalize and deliver to the Parties the RPA Determination no later than 30 Days after the completion of such conference. The RPA Determination shall be in writing and state the reasons upon which it is based, with such supporting detail as the Expert Econometrician deems appropriate;provided, however, that the RPA Determination shall include a statement that specifically determines and states the amount that the Revenue Value Adjustment would have been had the effects of the amounts caused by factors other than the exercise of Reserved Powers been excluded from the calculation. Within three Business Days after its receipt of the decision, any Party may request the Expert. Econometrician to interpret the decision or to correct any clerical, typographical or computation errors therein. The other Party shall have a right to respond to such request for interpretation and/or correction within three Business Days of its receipt of such request. If the Expert Econometrician considers the request justified, it shall comply with such request within three Business Days after its receipt of such request. The correction and/or interpretation of the decision shall take the form of an addendum and shall constitute part of the RPA Determination.
(iii) Upon an RPA Determination by the Expert Econometrician, the City shall adjust retroactively the Revenue Value Adjustment, Aggregate Revenue Value, System in Service Percentages and Quarterly Settlement Amount(s) for the Quarter in question and subsequent Quarters (if any) to conform to the change in the Revenue Value Adjustment set forth in the RPA Determination. If the RPA Determination concludes that the Revenue Value Adjustment should be decreased, the Concessionaire shall return such portion of the Quarterly Settlement Amount paid to the City (if applicable) or, if there is no amount to be returned to the City, the City will receive a Settlement Credit in the amount of the reduced Quarterly Settlement Amount. If the RPA Determination concludes that the Revenue Value Adjustment should be increased, the City shall pay the increased Quarterly Settlement Amount to the Concessionaire or, if appropriate, any existing Settlement Credit shall be reduced by the amount of the increased Quarterly Settlement Amount.
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(iv) The RPA Determination shall be final and binding on the Parties, and shall be non-appealable. In no case shall any Revenue Value Adjustment with respect to a particular Quarter be the subject of more than one RPA Determination Proceeding. The Parties shall each bear their own costs with respect to the RPA Determination Proceeding and shall bear equally the cost of the Expert Econometrician. No Party shall engage in ex parte communication with the Expert Econometrician;provided, however, that the Expert Econometrician shall be permitted to ask questions of, and to discuss the Parties' respective submissions and positions with, the Parties' experts on an ex parte basis.
Section 29. Amendment to Article 7 of the Agreement to Insert New Section 7.15. Article 7 of the Agreement is hereby amended and supplemented by inserting therein the following new Section 7.15.
Section 7.15. Special Rule for the Reporting Year Commencing March 1, 2014. In
connection with its election to enter into the First Amendment, the City has changed the Hours of Operation for certain Metered Parking Spaces to reflect no Hours of Operation on Sundays for certain spaces and increased Flours of Operation for certain other spaces, all as indicated on Amended Schedule 10 (collectively, the "Impacted Concession Metered Parking Spaces"; all other Concession Metered Parking Spaces, the "Non-Impacted Concession Metered Parking Spaces"). The Concessionaire will implement such changes by no later than (i) July 1, 2013, if the City Council approves the First Amendment on or before June 8, 2013, or'(ii) six weeks after City Council approval ofthe First Amendment, if such approval occurs after June 8, 2013. The Concessionaire shall notify the City in writing when all such changes are implemented. The date on which all such changes are implemented and the Impacted Concession Metered Parking Spaces operate at the Hours of Operation set forth on Amended Schedule 10 is referred to as the "Implementation Date." The Parties anticipate that these changes in Hours of Operation will have an effect on the Utilization Rates for the Concession Metered Parking Spaces and have agreed that (i) the provisions of this Section 7.15 and not the ordinary rules of Article 7 shall controller.purposes of determining Existing Revenue as of March 1, 2014, and (ii) either Party may initiate an RPA Determination Proceeding as provided in Section 7.14(a)(iv).
For the Reporting Year commencing March 1, 2014, the City shall determine Revenue Values, System in Service Percentages and Quarterly Settlement Amounts and shall make such payments of Quarterly Settlement Amounts (or receive such Settlement Credits), all as provided in the other Sections of Article 7 and in accordance with the methodology for calculating Existing Revenue for this period set forth in Schedule 6.
Section 30. Amendment of Section 8.1 of the Agreement Subsections (a) and (b) of Section 8.1 of the Agreement are hereby amended to read in full as follows:
(a) Incident Management and Notifications. The Concessionaire shall provide notice to the City within 24 hours of all emergencies, known to the Concessionaire or the Operator, and promptly provide notice to the City of all material accidents and incidents occurring with respect to the Metered Parking System, and of all claims in excess of $50,000 made by or against the Concessionaire, or potential claims in excess of $50,000 that the Concessionaire reasonably expects to make against, or to be made against it by, third parties.
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(b) intentionally deleted.
Section 31. Amendment of Section 8.2 ofthe Agreement. Article 8 ofthe Agreement is hereby amended by amending and restating Section 8.2(a) of the Agreement in full and by inserting a new Section 8.2(b). All existing references to Section 8.2(b) of the Agreement shall be treated as referencing Section 8.2(c) of the Agreement.
(a) Furnish Information. At the request ofthe City, the Concessionaire shall, at the Concessionaire's cost and expense and at any and all reasonable times during the Term: (i) make available or cause to be made available (and, if requested by the City, furnish or cause to be furnished) to employees designated by the City all Information relating to the Metered Parking System Operations, this Agreement or the Metered Parking System as may be specified in such request and as shall be in the possession or control of the Concessionaire or its Representatives and (ii) permit the City, after giving ten (10) Business Days' prior notice to the Concessionaire (which notice shall identify the Persons the City requests to be present for an interview and describe with reasonable specificity the subject matter to be raised in the interview), to discuss the obligations ofthe Concessionaire under this Agreement with any of the directors, officers, employees or managers ofthe Concessionaire, the Operator or their respective Representatives (it being agreed that the Concessionaire shall have the right to be present during any such discussions with the Operator or Representatives ofthe Concessionaire or the Operator), for the purpose of enabling the City to determine whether the Concessionaire is in compliance with this Agreement; provided, however, that, in the case of investigations of possible criminal conduct or City ordinance violations, no prior notice shall be required to the Concessionaire and the Concessionaire shall not have the right to be present during any discussions with the Operator or Representatives of the Concessionaire or the Operator. For the avoidance of doubt, this Section 8.2(a) does not impose a requirement to retain Information not otherwise retained in the normal course of business or required to be retained by applicable Law.
(b) Furnish Data Necessary for Revenue Value Reports. By no later than July 1, 2013 the Concessionaire shall provide employees designated by the City: (i) on a daily basis, in respect of information and data collected for the Day three (3) Days prior to the Day of delivery, via an automated export to a mutually agreed-upon secure electronic file transport mechanism, (a) individual transaction information for Metered Parking Spaces showing the start and end time at which the transaction occurred, the allotment of time purchased in the transaction, the amount paid, and the location and Metering Device associated with the transaction, and (b) revenue data associated with Pay-by-Cell or any other technology implemented pursuant to Section 4.7; (ii) no later than ten (10) Days following the end of any month, (a) a monthly inventory of individual Metering Devices, (b) monthly parking permit revenue data, (c) collections data, (d) red alarm reports or other reports that specify when individual Metering Devices were out of service, and (e) information in the Concessionaire's possession concerning the location, type and effective date of Reserved Power actions that occurred during the preceding month; and (iii) no later than sixty (60) Days following the end of any Quarter, information in the Concessionaire's possession concerning closures (including start date and time and end date and time, associated Metered Parking Space and location of that space, and supporting data) that occurred during the preceding Quarter. Notwithstanding the foregoing, the Concessionaire shall not be required to provide the information and data contemplated by Section 8.2(b)(i) until the Concessionaire has received the internet protocol address and other information, if any, it reasonably requires from the City
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[provided, however, that the Concessionaire shall provide any request for such information not later than May 31, 2013) to enable it to provide the information and data and the City has the software and equipment to enable it to receive the information and data. The costs associated with providing the data and information outlined in this Section 8.2(b) shall be at the Concessionaire's own cost and expense;provided, however, that any costs the City incurs to enable it to receive such data and information, including any updates to or maintenance of, any software or equipment of the City, shall be at the City's own cost and expense. If the Concessionaire is unable or inadvertently fails to provide such information within the foregoing time periods, the Concessionaire will not be in breach of this Section 8.2(b) if it provides such information as soon as possible thereafter and in any event within thirty (30) Days after the deadlines set forth above.
Section 32. Amendment of Section 11.12 ofthe Agreement. Section 11 12 ofthe Agreement is hereby amended to read in full as follows:
Section 11.12. Intentionally deleted.
Section 33. Amendment of Section 13.1(f) of the Agreement. Section 13.1(f) ofthe Agreement is hereby amended to read in full as follows:
(f) Property. The Concessionaire shall be responsible for all loss or damage to the Metered Parking System at full replacement cost un|ess such loss or damage was.caused by, or resulted from any action by, the City or any of its Representatives. The Concessionaire:shall be. responsible for all loss or damage to.City property caused by, or resulting from any action by, the Concessionaire or any of its Representatives at full replacement cost. The Concessionaire shall be responsible for all loss or damage to personal property (including materials, equipment, tools and supplies) owned, rented or used by the Concessionaire unless such loss or damage was caused by, or resulted from any action by, the City or any of its Representatives. The Concessionaire shall not be required to have, obtain or maintain insurance coverage for property loss or damage to City property.
Section 34. Amendment of Section 16.1(b) ofthe Agreement. Clause (vi) of Section 16.1(b) ofthe Agreement is hereby amended to read in full as follows below:
(vi) with respect to those Concessionaire Defaults that entitle the City to terminate this Agreement pursuant to Section 16.1(b)(i). the City may terminate the Concessionaire's right to use, operate, maintain and rehabilitate the Metered Parking System and the Concessionaire's right to collect and retain Metered Parking Revenues, and in such event, the City or the City's agents and servants may immediately or at any time thereafter take possession and control of the Metered Parking System by any available action under law or proceeding at law or in equity, and with or without terminating this Agreement, and undertake any and all ofthe Metered Parking System Operations; provided, however, that no such action by the City shall be construed as an election on its part to terminate this Agreement unless a notice of such intention is given to the Concessionaire; provided further that any re-possession of the Metered Parking System or termination of this Agreement made in accordance with this Agreement as against the Concessionaire shall be valid and effective against the Concessionaire even though made subject to the rights of a Collateral Assignee to cure any default of the Concessionaire and continue as in
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the place ofthe Concessionaire under this Agreement or a new concession agreement as provided herein; and
Section 35. Amendment of Section 16.2(a) of the Agreement. Clause (i) of Section 16.2(a) of the Agreement is hereby amended to read in full as follows:
(a) Events of Default. The occurrence of any one or more of the following events during the Term shall constitute a "City Default" under this Agreement:
(i) if the City fails to comply with or observe any material obligation, covenant, agreement, term or condition in this Agreement (other than an Adverse Action or a Reserved Powers Adverse Action) and such failure continues unremedied for a period of 90 Days following notice thereof (giving particulars of the failure in reasonable detail) from the Concessionaire to the City or for such longer period as may be reasonably necessary to cure such failure;provided, however, in the latter case, that the City has demonstrated to the satisfaction of the Concessionaire, acting reasonably, that (A) it is proceeding with all due diligence to cure or cause to be cured such failure, and (B) its actions can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire, acting reasonably and (C) such failure is in fact cured within such period of time;
Section 36. Amendment to Article 19 of Agreement to Insert New Section 19.8. Article 19 of the Agreement is hereby amended and supplemented by inserting therein the following new Section 19.8.
Section 19.8. Undisputed Amounts. Notwithstanding any other provision of this Article 19, in relation to a monetary claim brought by a Party, the other Party shall pay to that Party any undisputed portion of the claim during the pendency of any dispute regarding a disputed portion of that claim, and the arbitral panel appointed under Section 19.4 or a Consultant appointed under Section 19.7 shall issue an interim award in favor of the relevant Party in relation to the undisputed amount.
Section 37. Amendment of Article 20 ofthe Agreement. Article 20 of the Agreement is hereby amended and supplemented by inserting the following new Section 20.17.
Section 20.17. Collaboration. Each Party agrees to use its reasonable best efforts to notify the other in advance of taking an action or making a change that is likely to have a material effect on this Agreement or the Metered Parking System, and will make available one or more of its respective Designated Senior Persons to discuss such action or change. In addition, both the City and the Concessionaire will make available Designated Senior Persons to discuss on a quarterly basis the operations and economics of the Metered Parking System, including the impact ofthe implementation of Pay-by-Cell, or this Agreement (it being understood that this mechanism is being established to provide improved communications and not to replace or subordinate any rights ofthe Parties or any dispute resolution procedures set forth in Article 19). This Section in no way provides the Concessionaire with veto power over a municipal decision.
Section 38. Amendment of Schedules 3, 6 and 10 ofthe Agreement and insertion of new Schedules 15 and 16 of the Agreement. Schedules 3, 6 and 10 to the Agreement are hereby
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amended and new Schedules 15 and 16 are hereby inserted, as described in the attachments hereto.
Section 39. Amendment of Schedule 8 of the Agreement. Schedule 8 to the Agreement is hereby amended as follows:
SCHEDULE 8. INTENTIONALLY DELETED.
Section 40. Amendment of Schedule 9 ofthe Agreement. Schedule 9 to the Agreement is hereby amended by amending paragraph (d) to read as follows:
(d) Within any area where a parking meter operates 24 hours per day, (1) prior to the Effective Date Of First Amendment, between the hours of 9 p.m. and 8 a.m., the rate shall be fifty percent of the applicable rate set forth in subsections (a), (b) and (c) above, and (2) following the Effective Date Of First Amendment, the rate shall be as set forth in Amended Schedule 10.
Section 41. Amendment of Schedule 14 ofthe Agreement. Schedule 14 to the Agreement is hereby amended by amending the fifth bullet point and the description of the Zones to read as follows:
¦ The Proportion of Exempt Persons to Paying Parkers will be the weighted average of the results of the two samples (5 days for the weekday sample and 2 days for the weekend sample). The weighted average will be calculated by multiplying by 5 the number of weekday sampled Exempt Persons plus multiplying by 2 the number of weekend day sampled Exempt Persons and dividing that sum by 5 times the number of weekday sampled Paying Parkers plus 2 times the number of weekend day sampled Paying Parkers.
Zone .1 " CBD" means the area bounded by the north side of North Avenue on the north, Lake Michigan on the east, the south side of Roosevelt Road on the south and the west side of Halsted Street on the west.
Zone 2 "North Side " means the area bounded by City Limits on the north, Lake Michigan on the east, North Avenue on the south and City Limits on the west; provided that Zone 2 shall not include any portion of North Avenue itself.
Zone 3 "West Side " means the area bounded by the north side of North Avenue on the north, Halsted Street on the east, the south side of Roosevelt Road on the south and City Limits on the west; provided that Zone 3 shall not include any portion of Halsted Street itself.
Zone 4 "South Side " means the area bounded by Roosevelt Road on the north, Lake Michigan on the east, City Limits on the south and City Limits on the west; provided that Zone 4 shall not include any portion of Roosevelt Road itself.
Section 42. Effect of Amendments Made Hereby. The Parties acknowledge and agree that none of the amendments to the Agreement (including any attachments hereto) made by this First Amendment shall (a) constitute a City Directive, Compensation Event, Delay Event, Adverse Action or Reserved Powers Adverse Action or (b) become effective or have any force or effect
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(and such First Amendment shall be disregarded for all purposes) until the Effective Date Of First Amendment; provided, however, that, if the Effective Date Of First Amendment does not occur on or prior to August 1, 2013, this First Amendment shall terminate immediately and without further action by any Party; provided further that, if the City fails to make full payment of the amounts specified in paragraphs 3, 6(c), and 8 of the Release and Settlement Agreement within three (3) Business Days after the Effective Date Of First Amendment, then this First Amendment and the Release and Settlement Agreement shall immediately terminate and be null and void. Upon the termination of this First Amendment, no Party shall have any further right or obligation with respect to this First Amendment.
Section 43. Remaining Provisions of Concession Agreement Unaffected. Except as set forth herein, the provisions of the Agreement continue to be, and shall remain, in full force and effect in accordance with their terms with no other modification or waiver intended by this First Amendment.
Section 44. Efforts to Reach Effective Date Of First Amendment. The Parties agree that promptly upon signing the First Amendment they shall jointly conduct a physical inventory of all Metered Parking Spaces and shall otherwise use reasonable best efforts to (a) confirm, and where necessary update, the accuracy of Amended Schedule 10. including Amended Schedules 10A, 10B and IPC and (b) agree upon the final form of Amended Schedule 10. including Amended Schedules 10A, 10B and IOC, as promptly as reasonably practicable.
Section 45. Amended and Restated Concession Agreement. The Parties agree that within three (3) Business Days of the Effective Date Of First Amendment, the Parties shall enter into the Amended and Restated Concession Agreement attached hereto as Exhibit A.
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EN WITNESS WHEREOF, the City and the Concessionaire have caused this First Amendment to Chicago Metered Parking System Concession Agreement to be duly executed as of the day and year first above written by their respective representatives thereunto duly authorized.
City of Chicago
Stephen R. Patton Corporation Counsel
Concessionaire:
Chicago Parking Meters, LLC
By:
Dennis Pedrelli
Chief Executive Officer
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IN WITNESS WHEREOF, the City and the Concessionaire have caused this First Amendment to Chicago Metered Parking System Concession Agreement to be duly executed as ofthe day and year first above written by their respective representatives thereunto duly authorized.
City of Chicago
By:
Stephen R. Patton Corporation Counsel
Concessionaire:
Dennis Pedrelli
Chief Executive Officer
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Chicago Parking Meters, LLC
SCHEDULE 3
OPERATING STANDARDS
To the extent that there is any inconsistency between the terms set forth in Articles 1 through 20, as amended, and these amendments to Schedule 3, the terms set forth in Articles 1 through 20, as amended, shall govern.
CUSTOMER PAYMENTS. Section 4 is hereby amended by adding a new last sentence as follows: "Upon the implementation of Pay-by-Cell as described in Section 4.7 of the Agreement, Metering Device receipts shall no longer be required to have an adhesive backing;provided, however, that if Pay-by-Cell is removed at the election of the Concessionaire under Section 4.7, the Concessionaire shall, at the City's option, either (A) pay the City $425,000 per year, as Adjusted for Inflation for each year from the date of such termination and for as long as Metering Device receipts are utilized; or (B) reintroduce receipts with an adhesive backing at the Concessionaire's own expense."
METERING DEVICE INSTALLATION, REMOVAL AND REPAIR. Section 5 is hereby amended and restated to read in full as follows:
Multi-Space Metering Devices shall not operate more than 15 parking spaces on street or 50 parking spaces, off street, except within the area bounded by the west side of Ashland Avenue on the east, the east side of Damen Avenue on the west, the south side of Roosevelt Road on the north and the south side of 15th Place on the south, where Multi-Space Metering Devices shall not operate more than 30 parking spaces on a street. Any Reserve Parking Lot with more than 50 Metered Spaces shall have at least 2 Multi-Space Metering Devices.
Section 6 is hereby amended and restated to read in full as follows:
Meter technology developed by the Concessionaire must allow for visual enforcement. In the case of customers using Pay-by-Cell, the City agrees that enforcement through the use of license plate data complies with these Operating Standards, including this Section 6. In any other case, the Concessionaire may propose alternatives to visual enforcement, including the use of license plate data, which shall be subject to City Approval.
Section 22 is hereby amended and restated to read in full as follows:
22. The installation, removal and repair of Metering Devices shall be further subject to the following requirements ofthe City:
(a) The Committee on Traffic Control and Safety makes recommendations to City Council regarding the installation and removal of Metering Devices. The Committee meets regularly at City Hall, with the times ofthe meetings and agendas posted in advance online. It shall be the responsibility of the Concessionaire to send a representative to such meetings and to obtain information regarding pending City action that may affect the Concession Agreement. Information obtained from the Committee of Traffic Control and
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Safety may be used for preliminary planning projects only. Final approval must come from the full City Council.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes the installation of new Metering Devices, the Concessionaire shall install the Metering Devices within 120 Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction ofthe City Comptroller or his/her designee) authorizes the installation of new street signs related to newly designated Concession Metered Parking, the Concessionaire shall install such signs within thirty (30) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes changes to the placement of existing signs on a Block to add additional Metered Parking Spaces, the Concessionaire shall move such signs within five (5) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction ofthe City Comptroller or his/her designee) authorizes the reinstallation of one or more Metering Devices following a closure or other project requiring removal of such Metering Devices, the Concessionaire shall reinstall such Metering Device(s) within thirty (30) Days ofthe effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes changes to existing Hours of Operation or Periods of Operation, the
- Concessionaire shall make all necessary modifications to the Metering Devices
and post necessary and appropriate notification, including meter stickers, within thirty (30) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction ofthe City Comptroller or his/her designee) authorizes changes to existing Metered Parking Fees, the Concessionaire shall make all necessary modifications to the Metering Devices and post necessary and appropriate notification, including meter stickers, within sixty (60) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of City Comptroller or his/her designee) authorizes changes to existing Periods of Stay, the Concessionaire shall make all necessary modifications to the Metering Devices and post necessary and appropriate notification, including meter stickers, within sixty (60) Days ofthe effective date of such ordinance or direction, as such period may be extended by the City in writing.
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CONCESSION PARKING LOT MAINTENANCE, REPAIR AND IMPROVEMENTS. The heading is hereby amended to read: "RESERVE PARKING LOT MAINTENANCE, REPAIR AND IMPROVEMENTS". Section 2 is hereby amended to read in full as follows: "Concessionaire shall maintain all Reserve Parking Lots revenue collection, control systems and components at all times." Sections 3 through 11 are deleted.
ENFORCEMENT. The first paragraph of sub-section h is hereby amended to read in full as follows:
h. Concessionaire must use handheld technology to support ticket issuance using file formats and transfer processes dictated by the City. Photographic evidence of a violation is required, which in respect of Pay-by-Cell will be a photograph of the relevant license plate.
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SCHEDULE 6
ARTICLE 7 METHODOLOGY
Schedule 6 is hereby amended as follows. To the extent that there is any inconsistency between the terms set forth in Articles 1 through 20, as amended, and Schedule 6, as amended, the terms set forth in Articles 1 through 20, as amended, shall govern. ....
1. SETTLEMENT SYSTEM REVENUE VALUE
This is the hypothetical amount of revenue that would have been produced in the preced ing Reporting Year if the entire System were in place. It is re-calculated once each Reporting Year as of the first Day of the Reporting Year, March 1.
Calculating Settlement System Revenue Value
As of March 1, 2013: Settlement System Revenue Value = Aggregate Revenue Value as set forth in Amended Schedule 10 / Monthly System in Service Percentage for March 1, 2013. ....
As of any other March 1 beginning March 1,2014: Settlement System Revenue Value = (Actual System Operating Revenue for the preceding Reporting Year / simple average of the Monthly System in Service Percentages during the preceding Reporting Year) plus Required Closure Payments for the preceding Reporting Year.
2. QUARTERLY SETTLEMENT AMOUNT
Step 1 - Calculating Required Closure Payment (if any)
Required Closure Payments are calculated for each month for each Concession Metered Parking Space for which the Required Closure Allowance has been exceeded. The City owes a Required Closure Payment for each Day of Required Closure in excess of the Required Closure Allowance
Required Closure Payments for each Day are aggregated each month to arrive at a monthly amount and the monthly Required Closure Payments for the three months in each Quarter are then totaled and paid as part of the Quarterly Settlement Amount.
Calculating Monthly Required Closure Payment
For a given Concession Metered Parking Space (s) in month (m), the Required Closure Payment (RCP) is calculated using the following formula:
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RCP(s,m) = CPAD(s,m) x (the greater ofO or RCABEOin(s,m))
The formulas for calculating CPAD and RCABeom are set forth below.
Days{q)
Where:
CPAD is the Closure Payment Amount per Day for a Concession Metered Parking Space
s in month m s is a Concession Metered Parking Space m is the month
q is the quarter to which rn belongs
RV is the Revenue Value of that space s on the given month rn Days is the number of days within q
RCABEoM(s,m) = RCABSoM(s,rn)+QRC(s,m) Where:'
s is the Concession Metered Parking Space m is the month
RCABeom is the Required Closure Allowance Balance at the end of the month; provided, ' however, that if 5 is added as a Concession Metered Parking Space during m, RCABeom is zero
RCABsom is the Required Closure Allowance Balance as of the start of the month (calculated using the formula below);provided, however, that if i was added as a Concession Metered Parking Space during rn./, RCABsom is the Required Closure --Allowance Balance as of the first Day during m.j that 5 became a designated Concession Metered Parking Space
QRC is the number of Days of Required Closure in m for s; provided, however, that if a' was added as a Concession Metered Parking Space during m.u QRC is the number of Days of Required C losure during rn.) and m
-RCA(s,m) if m is the first month in a Reporting
¦ Year or if s was hot a Concession
Metered Parking Space for all of m.j
RCABSoM(s,m) or
min(0, RCABeom(s,™—i) in all other cases
Where:
s is the Concession Metered Parking Space
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m is the month
w_i is the month before m
RCA is the Required Closure Allowance
RCABeom is the Required Closure Allowance Balance at the end of the month
RCA(s,m) - if the Concession Metered Parking Space is in the Central Business District, the number equal to 8% of the number of Days during the Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations (rounded to the nearest number of Days) and based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of the Reporting Year.
RCA(s,m) = if the Concession Metered Parking Space is not in the Central Business District, the number equal to 4% of the number of Days during the Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking SystemOperations (rounded to the nearest number of Days) and based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of the Reporting Year.
Whenever RCABeom is positive, the space has exceeded its Required Closure Allowance and the City is required to make Required Closure Payments with respect to the space.
Whenever RCABeom is zero or negative, there are no Required Closure Payments.
Calculating Quarterly Required Closure Payment
The Required Closure Payment for a Quarter is equal to the total of the monthly Required Closure Payments calculated in accordance with the above calculations for each of the three months in that Quarter.
Step 2 - Calculating Quarterly System in Service ("Quarterly SIS")
Quarterly SIS = Simple average of the Monthly System In Service Percentages for each month in that Quarter.
Step 3 - Calculating Quarterly Settlement Amount
For each Quarter, beginning with the Quarter commencing March 1, 2013:
Quarterly Settlement Amount = Required Closure Payments + [25% * Settlement System Revenue Value * (1 + Annual Percentage Adjustment) * (1 - Quarterly SIS)].
3. MONTHLY SYSTEM IN SERVICE PERCENTAGE
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Step 1 - Calculating Existing System Revenue
Existing System Revenue = Sum ofthe Existing Revenue of all Concession Metered Parking Spaces.
Step 2 - Calculating Aggregate Revenue Value
Aggregate Revenue Value = Sum of the Revenue Values of all Concession Metered Parking Spaces + Sum of the Revenue Value Adjustments of all Concession Metered Parking Spaces.
Step 3 - Calculating Reserved Powers System Impact ("RPSI")
RPSI = I - (Aggregate Revenue Value / Existing System Revenue).
Step 4 - Calculating Monthly System in Service Percentage ("SISP")
As of March 1, 2013: Monthly SISP = Aggregate Revenue Value as of March 1, 2013 / (Aggregate Revenue Value as of March 1, 2013 + $4.5 million).
As of any March 1, beginning on March 1, 2014: Monthly SISP = Preceding month SISP * [1-RPSI] * [1 / (1 + Annual Percentage Adjustment)].
As of the first day of any other month: Monthly SISP = Preceding month SISP * [1-RPSIJ.
4. REVENUE VALUE
Step 1 - Determining the Method for Calculation
If neither a Regular Rate Adjustment nor an Expected Utilization Rate became effective with respect to a Concession Metered Parking Space during the preceding month, the Revenue Value for that space equals its Existing Revenue.
Accordingly, only Concession Metered Parking Spaces for which a Regular Rate Adjustment or an Expected Utilization Rate became effective during the preceding month require a separate Revenue Value calculation.
Step 2 - Calculating Existing Revenue
As of March 1, 2013: Existing Revenue = Revenue Value as set forth on Amended Schedule 10.
As of March 1, 2014, for all Impacted Concession Metered Parking Spaces if Revenue Value was unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = [Actual Operating Revenue for the period starting the first
41
Day ofthe month after the Implementation Date through January 31, 2014 + Required Closure Payments for the period starting the first Day of the month after the Implementation Date through January 31, 2014] * [Adjustment for Seasonality set forth on Amended Schedule 10].
As of March 1, 2014, for all Non-Impacted Concession Metered Parking Spaces if Revenue Value was unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = Actual Operating Revenue for the preceding Reporting Year + Required Closure Payments for the preceding Reporting Year.
As of any March 1 beginning March 1,2015, if Revenue Value was .unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = preceding Reporting Year Actual Operating Revenue + preceding Reporting Year Required Closure Payments.
Otherwise, on the first day of the month: Existing Revenue = preceding month's Revenue Value.
Step 3 - Calculating Revenue Value
As of March 1, 2013: Revenue Value = Revenue Value as set forth on Amended Schedule 10.
As of the first Day of any month if neither a Regular Rate Adjustment nor an Expected Utilization Rate became effective during the preceding month: Revenue Value = Existing Revenue.
As of the first Day of the month immediately following a month during which an Expected Utilization Rate became effective: Revenue Value = Full Utilization Amount as ofthe first Day of the month for which Revenue Value is being determined * Expected Utilization Rate + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
As of the first Day of any month in which a Regular Rate Adjustment became effective in the prior month (unless there was also another Reserved Power action, and an Expected Utilization Rate became effective, during that prior month in which case use the calculation in (c) above): Revenue Value = [(the Full Utilization Amount as ofthe first Day ofthe month for which Revenue Value is being determined / the Full Utilization Amount as of the first Day of the preceding month) * the Existing Revenue as of the first Day of the month for which Revenue Value is being determined] + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
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(e) As of the first Day of any month immediately following a month during which a Reserved Power action was reversed by the City pursuant to Section 7.9(h) (unless (i) an Expected Utilization Rate was in effect as of the first Day of the month the Reserved Power subject to the reversal became effective, or (ii) following the reversal during the prior month, a Reserved Power action and an Expected Utilization Rate became effective, in each case use the calculation in (c) above): Revenue Value = the Full Utilization Amount as ofthe first Day ofthe month for which Revenue Value is being determined * the Utilization Rate in effect as of the first Day of the month the Reserved Power subject to the reversal became effective + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
(f) As of February 1 and March 1 if a Regular Rate Adjustment became effective during the preceding January (unless there was also another Reserved Power action, and an Expected Utilization Rate became effective,, during the preceding January): Revenue Value is determined as though the Regular Rate Adjustment had become effective during February.
5. REVENUE VALUE ADJUSTMENT
Step I - Calculating Expected Utilization Adjustment
On every March 1, beginning March 1, 2015: Expected Utilization Adjustment = (Measured Utilization Rate - Expected Utilization Rate) / Measured Utilization Rate.
• On the first day of any other month: Expected Utilization Adjustment = 0. Step 2-Calculating Revenue Value Adjustment
On every March 1, beginning March 1, 2015: Revenue Value Adjustment = Revenue Value * Expected Utilization Adjustment.
On the first day of any other month: Revenue Value Adjustment = 0.
The Revenue Value Adjustment is calculated solely for purposes of calculating the Quarterly Settlement Amount. The Revenue Value Adjustment does not increase or decrease the Revenue Value of a Concession Metered Parking Space.
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AMENDED SCHEDULE 10
REVENUE VALUE
To the extent that there is any inconsistency between the terms set forth in Articles 1 through 20, as amended, and this Amended Schedule 10. the terms set forth in Articles 1 through 20, as amended, shall govern.
44
SCHEDULE 15
PARKING ZONES
Zone 1: an area bounded on the north and west by the City limits, on the south by North Avenue (with no part of North Avenue being included) from the City limits on the west and running east to Interstate 90/94, then northwest along 1-90/94 to Cortland Street, then west along Cortland Street (with no part of Cortland Street being included) to Wood Street, then north along Wood Street (with no part of Wood Street being included) to 1-90/94, then northwest along 1-90/94 to Belmont Avenue, then east on Belmont Avenue (with both sides of Belmont Avenue being included) to Western Avenue, then north along Western Avenue (with both sides of Western Avenue being included) to Addison Street, then east on Addison Street (with no part of Addison Street being included) to Ashland Avenue, then north on Ashland Avenue (with no part of Ashland Avenue being included) to Irving Park Road, then east on Irving Park Road (with both sides of Irving Park Road being included) to Clark Street, then south on Clark Street (with no part of Clark Street being included) to Grace Street, then east on Grace Street (with no part of Grace Street being included) to Sheffield Avenue, then south on Sheffield Avenue (with both sides of Sheffield Avenue being included) to Addison Street, then east on Addison Street (with no part of Addison Street being included) to Broadway, then south on Broadway (with both sides of Broadway being included) to Cornelia Avenue, then northeast on Cornelia Avenue (with no part of Cornelia Avenue being included) to Pine Grove Avenue, then north on Pine Grove Avenue (with both sides of Pine Grove Avenue being included) to Irving Park Road, then east on Irving Park Road (with both sides of Irving Park Road being included) to Lake Michigan, then north along Lake Michigan to the City limits on the north.
Zone 2: an area bounded on the east by Lake Michigan, on the south by North Boulevard running west to North Avenue and then running west to 1-90/94 (with no part of North Boulevard or North Avenue included), and on the west and north by the boundary with Zone 1.
Zone 3: an area bounded on the west by the City limits, on the south by Roosevelt Road (with both sides of Roosevelt Road being included), on the east by Halsted Street (with no part of Halsted Street being included), and on the north by North Avenue (with both sides of North Avenue being included).
Zone 4: an area bounded on the south by Roosevelt Road (with both sides of Roosevelt Road being included), on the west by Halsted Street (with both sides of Halsted Street being included), on the north by North Avenue (with both sides of North Avenue being included) and on the east by Lake Michigan; provided, however, that Zone 4 shall not include any area which is part of Zone 5.
Zone 5: an area bounded on the east by Lake Michigan, on the north and west by the Chicago River and on the south by Congress Parkway (with both sides of Congress Parkway being included) running east to Lake Michigan.
Zone 6: an area bounded on the south and the west by the City limits, on the north by Roosevelt Road (with no part of Roosevelt Road being included) running east to Damen Avenue, then
45
south on Damen Avenue (with no part of Damen Avenue being included) to West 19 Street, then east on West 19th Street (with no part of West 19th Street being included) to Ashland Avenue, then south on Ashland Avenue (with no part of Ashland Avenue being included) to Archer Avenue, then northeast on Archer Avenue (with no part of Archer Avenue being included) to West 31st Street, then southeast on West 31st Street, continuing through Pitney Court, then east on West 31s' Street (with no part of West 31st Street being included) to 1-90/94, then south on I-90/94 to West 43rd Street, then east on West 43rd Street (with no part of West 43td Street being included) running east to Lake Michigan, then south along Lake Michigan to the City limits on the east, then south along the City limits on the east to the City limits on the south.
Zone 7: an area bounded on the east by Lake Michigan, on the north by Roosevelt Road (with no part of Roosevelt Road being included), and on the west and south by the boundary with Zone 6.
46
EXHIBIT A
AMENDED AND RESTATED CONCESSION AGREEMENT
47
AMENDED AND RESTATED CHICAGO METERED PARKING SYSTEM
CONCESSION AGREEMENT
dated as of
2013
by and between
City of Chicago
and
Chicago Parking Meters, LLC
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND INTERPRETATION|910|Section 1.1. Definitions|910|Section 1.2. Number and Gender 26
Section 1.3. Headings 26
Section 1.4. References to this Agreement 26
Section 1.5. References to Any Person 27
Section 1.6. Meaning of Including 27
Section 1.7. Meaning of Discretion 27
Section 1.8. Meaning of Notice 27
Section 1.9. Consents and Approvals 27
Section 1.10. Trade Meanings 27
Section 1.11. Laws 27
Section 1.12. Currency < 27
Section 1.13. Generally Accepted Accounting Principles 27
Section 1.14. Calculation of Time 27
Section 1.15. Approvals, Consents and Performance by the City 28
Section 1.16. Enactment, Administration, Application and Enforcement of
Laws by the City 29
Section 1.17. Incorporation of Schedules and Exhibit 29
ARTICLE 2 THE TRANSACTION; CLOSING; CONDITIONS PRECEDENT;
COVENANTS 29
Section 2.1. Grant of Concession *. 29
Section 2.2. Closing 31
Section 2.3. Deposit 31
Section 2.4. Conditions Precedent; Termination 32
Section 2.5. Covenants 34
Section 2.6. Intended Treatment for Federal and State Income Tax Purposes 38
Section 2.7. Closing Deliveries 38
ARTICLE 3 TERMS OF THE CONCESSION 38
Section 3.1. Right to Use and Present Condition 38
Section 3.2. Metered Parking System Operations 39
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TABLE OF CONTENTS
(continued)
Page
Section 3.3. Operator 41
Section 3.4. Authorizations; Qualifications 42
Section 3.5. No Encumbrances 42
Section 3.6. Single Purpose Covenants 43
Section 3.7. Rights of the City to Access and Perform Work on the Metered
Parking System 44
Section 3.8. Intentionally deleted .45
Section 3.9. Intentionally deleted 45
Section 3.10. Payment of Taxes ; 45
Section 3.11. Utilities 46
Section 3.12. Competing Off-Street Parking 46
Section 3.13. Notices of Defaults and Claims 47
Section 3.14. Assignment of Operating Agreements and Plans 47
Section 3.15. City Use of Information and Records 48
Section 3.16. Metering Devices...;. ¦ 48
Section 3.17. Payments by the City ; 48
Section 3.18. Naming Rights and Commercial Advertisements and Activities 48
Section 3.19. Administration of the Public Way 49
Section 3.20. Reversion of Metered Parking System 49
Section 3.21. Reserve Parking Lot Fees 49
ARTICLE 4 CAPITAL IMPROVEMENTS S.. „...'..: 50
Section 4.1. Concessionaire Responsibility for Capital Improvements 50
Section 4.2. Authorizations Related to Capital Improvements 50
Section 4.3. Intentionally deleted ..50
Section 4.4. Required Payment Options 50
Section 4.5. Closure of Reserve Parking Lots 50
Section 4.6. Maintenance of Reserve Parking Lots 50
Section 4.7. New Technology 50
ARTICLE 5 MODIFICATIONS 54
Section 5.1. C ity D irect ives 54
-ii-
TABLE OF CONTENTS
(continued)
Pag
Section 5.2. Concessionaire Requests|910|Section 5.3. Performance of Modifications|910|ARTICLE 6 OPERATING STANDARDS|910|Section 6.1. Compliance with Operating Standards|910|Section 6.2. Proposed Operating Standards|910|Section 6.3. Modified Operating Standards|910|ARTICLE 7 PARKING REVENUES AND CONCESSION VALUE|910|Section 7.1. Metered Parking Fees|910|Section 7.2. Designation and Removal of Metered Parking Spaces|910|Section 7.3. Notice of Exercise of Reserved Powers..:|910|Section 7.4. Revenue Value :
Section 7.5. Allocation of Actual Operating Revenue and Required Closure
Payments to Concession Metered Parking Spaces
Section 7.6. Settlements
Section 7.7. Parking Fines and Enforcement
Section 7.8. Additional Concession Metered Parking Spaces ¦.
Section 7.9. Adjustments to Revenue Values
Section 7.10. Incentive to Modernize Metering Devices
Section 7.11. Reduction in Concession Metered Parking Spaces
Section 7.12. Excessive Use By Exempt Persons
Section 7.13. Right to Challenge
Section 7.14. RPA Determination Concerning Revenue Value Adjustment
Section 7.15. Special Rule for the Reporting Year Commencing March 1,
2014
ARTICLE 8 REPORTING; AUDITS; INSPECTIONS
Section 8.1. Reports
Section 8.2. Information
Section 8.3. Inspection, Audit and Review Rights of the City
Section 8.4. Audits, Assistance, Inspections and Approvals....
ARTICLE 9 REPRESENTATIONS AND WARRANTIES
Section 9.1. Representations and Warranties of the City
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TABLE OF CONTENTS
(continued)
Page
Section 9.2. Representations and Warranties of the Concessionaire 79
Section 9.3. Non-Waiver 80
Section 9.4. Survival 80
ARTICLE 10 FINANCE OBLIGATIONS 81
Section 10.1. Concessionaire's Obligations 81
Section 10.2. City's Obligations ...81
Section 10.3. Concessionaire's Obligation for Estoppel Certificates 82
Section 10.4. Prohibited Tax Shelter Transactions '. .82
ARTICLE 11 COMPLIANCE WITH LAWS 82
Section 11.1. Compliance with Laws ......82
Section 11.2. Non-Discrimination ; 82
Section 11.3. Non-Collusion, Bribery of a Public Officer or Employee 84
Section 11.4. Cooperation with City Inspector General 84
Section 11.5. Ethics and Conflict of Interest Requirements 85
Section 11.6. Prevailing Wage 85
Section 11.7. Living Wage 85
Section 11.8. MBE/WBE, Affirmative Action and City Resident
Requirements : 85
Section 11.9. MacBride Principles 88
Section 11.10. Executive Order 2005-1 88
Section 11.11. Cooperation with City Office of Compliance 88
Section 11.12. City License Requirements : 88
ARTICLE 12 INDEMNIFICATION ; 89
Section 12.1. Indemnification by the Concessionaire 89
Section 12.2. Indemnification by the City 89
Section 12.3. Agency for Representatives 89
Section 12.4. Third Party Claims 90
Section 12.5. Direct Claims 91
Section 12.6. Failure to Give Timely Notice 91
Section 12.7. Reductions and Subrogation 91
-iv-
TABLE OF CONTENTS (continued)
Page
Section 12.8. Payment and Interest 91
Section 12.9. Limitation on Certain Claims 91
Section 12.10. Other Matters 92
Section 12.11. Offset Rights; Limitations on Certain Damages 92
Section 12.12. Survival 92
ARTICLE 13 INSURANCE '. 92
Section 13.1. Insurance Coverage Required 92
Section 13.2. Additional Requirements 94
Section 13.3. Damage and Destruction 96
ARTICLE 14 ADVERSE ACTIONS 99
Section 14.1. Adverse Action 99
Section 14.2. Termination 101
Section 14.3. Reserved Powers Adverse Actions 102
Section 14.4. Right of City to Remedy ... 104
Section 14.5. Other Actions by Governmental Authorities 104
ARTICLE 15 DELAY EVENTS AND CONCESSION COMPENSATION 105
Section 15.1. Delay Events 105
Section 15.2. Relationship to Compensation Event. 106
Section 15.3. Payment of Concession Compensation 106
ARTICLE 16 DEFAULTS; LETTERS OF CREDIT 107
Section 16.1. Default by the Concessionaire 107
Section 16.2. Defaults by the City 110
Section 16.3. Letters of Credit 112
Section 16.4. Consequences of Termination or Reversion 114
Section 16.5. Termination Other Than Pursuant to Agreement 116
ARTICLE 17 RESTRICTIONS ON TRANSFERS 117
Section 17.1. Transfers by the Concessionaire 117
Section 17.2. Assignment by the City 118
ARTICLE 18 LENDER'S RIGHTS AND REMEDIES 118
Section 18.1. Collateral Assignments 118
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TABLE OF CONTENTS (continued)
Page
Section 18.2. Notices and Payments to Collateral Assignees 119
Section 18.3. Collateral Assignee's Right to Cure 120
Section 18.4. Rights of the Collateral Assignee 120
Section 18.5. City's Termination of this Agreement; New Agreement 121
Section 18.6. Right to Arbitration 122
Section 18.7. Recognition by the City of Collateral Assignee 122
Section 18.8. City's Right to Purchase Indebtedness Secured by Collateral
Assignment 122
ARTICLE 19 DISPUTE RESOLUTION 123
Section 19.1. Scope 123
Section 19.2. Informal Dispute Resolution Procedures 123
Section 19.3. Mediation 124
Section 19.4. Arbitration 124
Section 19.5. Provisional Remedies 124
Section 19.6. Tolling 125
Section 19.7. Technical Arbitration 125
Section 19.8. Undisputed Amounts 126
ARTICLE 20 MISCELLANEOUS 127
Section 20.1. Notice 127
Section 20.2. Entire Agreement 127
Section 20.3. Amendment 128
Section 20.4. Waiver of Rights 128
Section 20.5. Severability 128
Section 20.6. Governing Law 128
Section 20.7. Submission to Jurisdiction 128
Section 20.8. Further Acts 129
Section 20.9. Costs 129
Section 20.10. Interest ; 129
Section 20.11. Inurement and Binding Effect 129
Section 20.12. No Partnership or Third Party Beneficiaries 129
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TABLE OF CONTENTS
(continued)
Page
Section 20.13. Cumulative Remedies 130
Section 20.14. Non-Liability of Public Officials 130
Section 20.15. Conflicts of Interest 130
Section 20.16. Counterparts; Facsimile Execution 130
Section 20.17. Collaboration 130
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SCHEDULES
Schedule 1 Metered Parking System Contracts
Schedule 2 Required Capital Improvements
Schedule 3 Operating Standards
Schedule 4 Metered Parking System Assets
Schedule 5 Metered Parking System
Schedule 6 Article 7 Methodology
Schedule 7 Concession Metered Parking Spaces
Schedule 8 INTENTIONALLY DELETED
Schedule 9 Initial Parking Fees
Schedule 10 Revenue Value
Schedule 11 Form of Legal Opinion of Counsel to the City
Schedule 12 Form of Legal Opinion of Counsel to the Concessionaire
Schedule 13 Financial Information
Schedule 14 Exempt Persons Statistical Sampling Methodology
Schedule 15 Parking Zones
EXHIBIT
Exhibit A Metered Parking System Ordinance
-viii-
THIS AMENDED AND RESTATED CHICAGO METERED PARKING SYSTEM
CONCESSION AGREEMENT (this "Agreement"") is made and entered into as of this day
of , 2013 by and between the City of Chicago, a municipal corporation and home rule
unit of local government organized and existing under Article VII, Sections 1 and 6(a), respectively, of the 1970 Constitution of the State of Illinois (the "City"), and Chicago Parking Meters, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Concessionaire").
Recitals
WHEREAS, the City has established a Metered Parking System (as defined herein); and
WHEREAS, pursuant to, and under the terms and conditions contained in, that certain ordinance adopted by the City Council ofthe City and signed by the Mayor in substantially the same form as set forth on Exhibit A attached hereto (the "Metered Parking System Ordinance"), the City is authorized to enter into the Transaction (as defined herein); and
WHEREAS, the City and the Concessionaire have entered into the CHICAGO METERED PARKING SYSTEM CONCESSION AGREEMENT dated as of December 4, 2008, as amended by letters dated May 20, 2010 and November 10, 2010 (the "Original Agreement"), pursuant to which the Concessionaire obtained from the City the right to operate, maintain and improve the Metered Parking System, to retain the revenues to be derived from the operation of the Concession Metered Parking Spaces and to be compensated for the operation of Reserve Metered Parking Spaces for the Term of the Agreement, subject to the reserved police powers and regulatory powers of the City with respect to the Metered Parking System; and
WHEREAS, the Concessionaire and the City desire to amend the Original Agreement;
and
^WHEREAS, the Concessionaire agrees to operate, maintain and improve the Metered Parking System in accordance with the provisions of this Agreement including the "Operating Standards" (as herein defined); and
WHEREAS, the rights granted to the Concessionaire pursuant to this Agreement are subject to the reserved police powers and regulatory powers of the City with respect to the Metered Parking System, as further provided in this Agreement;
NOW THEREFORE, for and in consideration of the premises, the mutual covenants, representations, warranties and agreements contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (as defined herein) covenant and agree as follows:
ARTICLE 1 DEFINITIONS AND INTERPRETATION
Section 1.1. Definitions. Unless otherwise specified or the context otherwise requires, for the purposes of this Agreement the following terms have the following meanings:
"AAA" means the American Arbitration Association.
"AAA Rules" means the Commercial Arbitration Rules ofthe AAA.
"AA-Compensation" has the meaning ascribed thereto in Section 14.1(b).
"AA-Dispute Notice" has the meaning ascribed thereto in Section 14.1(c).
"AA-Notice" has the meaning ascribed thereto in Section 14.1(c).
"AA-Preliminary Notice" has the meaning ascribed thereto in Section 14.1(c).
"Acquisition Cost Limitation" means, for any Reporting Year, an amount of money equal to $5,000,000, Adjusted for Inflation from the Closing Date to the last Day of the Reporting Year.
"Actual Operating Revenue" means, with respect to a Concession Metered Parking Space and for each Reporting Year or other period of time, the Metered Parking Revenue derived from such Concession Metered Parking Space lor that Reporting Year or other period of time as determined by the Concessionaire.
"Actual System Operating Revenue" means, for each Reporting Year, the Metered Parking Revenue derived from the Concession Metered Parking Spaces for such Reporting Year as determined by the Concessionaire. For the avoidance of doubt, "Actual System Operating Revenue" shall not include Concession Compensation or Reserved Powers Adverse Action Compensation.
"Additional Coverages" has the meaning ascribed thereto in Section 13.2(1).
... "Adjusted for Inflation" means adjusted by the percentage increase, if any, or decrease, if any, in the Index during the applicable adjustment period.
"Adverse Action" has the meaning ascribed thereto in Section 14.1(a).
"Affected Concession Metered Parking Space" means, as of the first Day of a Reporting Year, a Concession Metered Parking Space with respect to which the City exercised a Reserved Power and set an Expected Utilization Rate during the Reporting Year ending one year and one Day prior to such Reporting Year.
"Affiliate", when used to indicate a relationship with a specified Person, means a Person that, directly or indirectly, through one or more intermediaries has a 10% or more voting or economic interest in such specified Person or controls, is controlled by or is under common control with (which shall include, with respect to a managed fund or trust, the right to direct or cause the direction of the management and policies of such managed fund or trust as manager, advisor, supervisor, sponsor or trustee pursuant to relevant contractual arrangements) such specified Person, and a Person shall be deemed to be controlled by another Person, if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether
-2-
directly or indirectly and whether through share ownership, a trust, a contract or otherwise (for purposes of this definition, a managed fund or trust shall be deemed to be an Affiliate of the Person managing, supervising, sponsoring or advising such fund or trust and a limited partner in a managed fund or trust shall be deemed to be an Affiliate of such fund or trust and of the Person managing, supervising, sponsoring or advising such fund or trust).
"Aggregate Revenue Value" means, as of the first Day of any month, the sum of the Revenue Values of all Concession Metered Parking Spaces and the sum of the Revenue Value Adjustments of all Concession Metered Parking Spaces.
"Agreement" has the meaning ascribed thereto in the preamble to this Agreement (including all Schedules referred to herein), as amended from time to time in accordance with the terms hereof.
"Amended Schedule 10" means Schedule 10 as amended by the First Amendment.
"Amended Schedule 10A" means that portion of Amended Schedule 10 as described in Section 3.21 and Section 7.2(a).
"Amended Schedule 10B" means that portion of Amended Schedule 10 as described in
Section 7.2(a).
"Amended Schedule IPC" means that portion of Amended Schedule 10 as described in
Section 7.2(a) .
"Annual Percentage Adjustment" means (a) for the Reporting Year ending in 2014, zero percent (0%) and (b) for each Reporting Year ending in the year 2015 or any subsequent year, the annual percentage change in the Index for the annual period ending August 31 of the preceding Reporting Year.
"Approval", "Approved". "Approves", "Approved by the City" and similar expressions mean approved or consented to by the City in accordance with the provisions of Section 1.15.
"Assumed Liabilities" has the meaning ascribed thereto in Section 3.2(c).
"Audit" and similar expressions mean, with respect to any matter or thing relating to the Metered Parking System, the Metered Parking System Operations or this Agreement;, the performance by or on behalf of the City of such reviews, investigations, inspections and audits relating to such matter or thing as the City may reasonably determine to be necessary in the circumstances, conducted in each case in accordance with applicable United States industry accepted practices, if any, or as required by Law, but in accordance with the provisions of this Agreement.
"Authorization" means any approval, certificate of approval, authorization, consent, waiver, variance, exemption, declaratory order, exception, license, filing, registration, permit, notarization or other requirement of any Person that applies to the Metered Parking System or is reasonably required from time to time for the Metered Parking System Operations.
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"Bank Rate" means the 3-Month London Interbank Offered Rate (LIBOR) (or any successor rate thereto) as reported in The Wall Street Journal (or any successor thereof).
"Bid Date" means December 1, 2008.
"Block" means one side of a street between intersecting streets on which one or more Metered Parking Spaces are located, whether or not such spaces are serviced by one or more Metering Devices.
"Breakage Costs" means any breakage costs, make-whole premium payments, termination payments or other prepayment amounts (including debt premiums) that are required to be paid by the Concessionaire with respect to Collateral Assignment Debt as a result of the early repayment of such Collateral Assignment Debt prior to its scheduled maturity date.
"Business Day" means any day that is neither a Saturday, a Sunday nor a day observed as a holiday by the City, the State of Illinois or the United States government.
"Cash Deposit" has the meaning ascribed thereto in Section 2.3(a).
"Casualty Cost" has the meaning ascribed thereto in Section 13.3(a).
"CE-Dispute Notice" has the meaning ascribed thereto in Section 15.3(c).
"CE-Notice" has the meaning ascribed thereto in Section 15.3(a).
"CE-Preliminary Notice" has the meaning ascribed thereto in Section 15.3(a).
"Central Business District" means the district consisting of those streets or parts of streets within the area of the City bounded by a line as follows: beginning at the easternmost point of Division Street extended to Lake Michigan; then west on Division Street to LaSalle Street; then south on LaSalle Street to Chicago Avenue; then west on Chicago Avenue to Halsted Street; then south on Halsted Street to Roosevelt Road; then east on Roosevelt Road to its easternmost point extended to Lake Michigan; including parking spaces on both sides of any of the above-mentioned streets.
"Change in Control" means, with respect to any Person, whether accomplished through a single transaction or a series of related or unrelated transactions and whether accomplished directly or indirectly, either (i) a change in ownership so that 50% or more of the direct or indirect voting or economic interests in such Person is transferred to a Person or group of Persons acting in concert, (ii) the power directly or indirectly to direct or cause the direction of management and policy of such Person, whether through ownership of voting securities, by contract, management agreement, or common directors, officers or trustees or otherwise, is transferred to a Person or group of Persons acting in concert or (iii) the merger, consolidation, amalgamation, business combination or sale of substantially all of the assets of such Person; provided, however, that notwithstanding anything to the contrary set forth in this definition (A) clauses (i) and (ji) above shall apply to transactions in shares of a publicly traded company or other transactions involving a publicly traded company only if they cause such company to no longer be a publicly traded company, (B) Transfers of direct or indirect ownership interests in the
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Concessionaire or the Operator (as applicable) between or among Persons that are Affiliates (including funds or similar entities managed by such Persons) shall not constitute a "Change in Control" for the purposes of this Agreement, (C) Transfers of shares of the Concessionaire or its direct or indirect parent pursuant to an initial public offering on the New York Stock Exchange, NASDAQ, London Stock Exchange or comparable securities exchange shall not constitute a "Change in Control," (D) transfers of direct or indirect ownership interest in the Concessionaire by any Equity Participant or its beneficial owner(s) to any Person shall not constitute a "Change in Control" so long as the Equity Participants or their beneficial owner(s) having, in the aggregate, more than 50% direct or indirect ownership interest in the Concessionaire as of December 4, 2008 retain, in the aggregate, more than 50% of the rights to elect directors, officers and managers of the Concessionaire.
"City" has the meaning ascribed thereto in.the preamble to this Agreement.
"City Default" has the meaning ascribed thereto in Section 16;2(a).
"City Directive" means a written order or directive prepared by or on behalf of the City directing the Concessionaire, to the extent permitted hereby, to add or perform work in respect of the Metered Parking System in addition to that provided for in this Agreement; provided, however, that no such order or directive may in any event order or direct the Concessionaire to do any act that could reasonably be expected to violate any applicable Law or cause the Concessionaire to.fail to be in compliance with this Agreement.
"City's Option" has the meaning ascribed thereto in Section 18.8(a).
"Claim" means any demand, action, cause of action, suit, proceeding, arbitration, claim, judgment or settlement or compromise relating thereto which may give rise to a right to indemnification under Section 12.1 or 12.2.
"Closing" has the meaning ascribed thereto in Section 2.2(a).
"Closing Date" has the meaning ascribed thereto in Section 2.2(a).
"Closing LOC" has the meaning ascribed thereto in Section 2.3(a).
"Collateral Assignee" means the holder or beneficiary of a Collateral Assignment.
"Collateral Assignee Notice Requirements" means the delivery by a holder of a Collateral Assignment to the City, no later than 10 Business Days after the execution and delivery of such Collateral Assignment by the Concessionaire, of a true and complete copy of the executed original of such Collateral Assignment, together with a notice containing the name and post office address of the holder of such Collateral Assignment.
"Collateral Assignee's Notice" has the meaning ascribed thereto in Section 18.8(a).
"Collateral Assignment" means any collateral assignment or other security agreement or arrangement (including a securitization transaction with respect to Metered Parking Revenues but not Metered Parking Revenues collected by the Concessionaire on behalf of the City)
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encumbering any or all of the Concessionaire Interest or the shares or equity interests in the capital of the Concessionaire and any cash reserves or deposits held in the name of the Concessionaire, in each case that satisfies all ofthe conditions in Section 18.1.
"Collateral Assignment Debt" means any bona fide debt (including principal, accrued interest and customary lender or financial insurer, agent and trustee fees, costs, premiums, expenses and reimbursement obligations with respect thereto, and including all payment obligations under interest rate hedging agreements with respect thereto and reimbursement obligations with respect thereto to any financial insurer) or an assignment in connection with a securitization transaction relating to the Metered Parking System and granted to a Person pursuant to an agreement entered into prior to the occurrence of any Adverse Action or City Default or any event of termination, cancellation, rescinding or voiding referred to in Section 16.5 giving rise to the payment of amounts for or in respect of terminat ion under this Agreement. For the purposes of determining Metered Parking System Concession Value, Collateral Assignment Debt shall not include (i) debt from an Affiliate of the Concessionaire or the Operator, unless such debt is on terms consistent with terms that would reasonably be expected from a non-Affiliate lender acting in good faith; (ii) any increase in debt to the extent such increase is the result of an agreement or other arrangement entered into after the Concessionaire was aware (or should have been aware, using reasonable due diligence) of the prospective occurrence of an event giving rise to the payment of the Metered Parking System Concession Value; or (iii) any debt with respect to which the Collateral Assignee did not provide the City with notice of its Collateral Assignment in accordance in all material respects with the Collateral Assignee Notice Requirements. Notwithstanding anything to the contrary set forth in this definition, except with respect to debt incurred or committed on or prior to the Closing Date, all of which incurred or committed debt shall be deemed to be Collateral Assignment Debt, Collateral Assignment Debt shall not include any new debt incurred or committed following the Closing Date (it being understood and agreed by the Parties that any capitalization of interest or accretion of principal or other committed increases on any debt incurred or committed on or prior to the Closing Date shall not constitute new debt) unless (A) the Concessionaire has provided the City with a written appraisal (at the Concessionaire's expense and by an independent third party appraiser described under "Metered Parking System Concession Value") of the fair market value of the Concessionaire Interest at the time of the incurrence or commitment of such new debt, and (B) such appraisal confirms the aggregate amount of Collateral Assignment Debt after giving effect to the incurrence or commitment of any such new debt is not in excess of the fair market value of the Concessionaire Interest set forth in such appraisal at the time of incurrence of commitment of such new debt provided that any capitalization of interest or accretion of principal or other committed increases on any debt set forth in such appraisal shall constitute Collateral Assignment Debt to the extent such debt constitutes Collateral Assignment Debt on the date such appraisal is given; and provided further that the Parties agree that notwithstanding the requirements of the foregoing subclauses (A) and (B), the amount of Consideration paid at closing shall be deemed to constitute the fair market value of the Concessionaire Interest for a period of six months after the Closing Date and, as such, no appraisal shall be required within such six-month period. The appraisal requirement in the preceding sentence shall not apply to any protective advances made by any Collateral Assignee or advances made by any Collateral Assignee to cure Concessionaire defaults under the Collateral Assignment (regardless of whether entered into on or after the Closing Date) or other financing documents of such Collateral Assignee.
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"Compensation Event" means the Concessionaire's compliance with or the implementation of any City Directive or any modified or changed Operating Standard subject to Section 6.3(b), the occurrence of an Adverse Action or the occurrence of any other event that under the terms of this Agreement explicitly requires the payment of Concession Compensation, including under Section 3.12(c), Section 3.21. Section 4.7(f), Section 6.3(b), Section 7.1, and Section 7.7.
"Competing Public Parking Facility" has the meaning ascribed thereto in Section 3.12(a).
"Concession Compensation" means compensation payable by the City to the Concessionaire in order to restore the Concessionaire to the same economic position the Concessionaire would have enjoyed if the applicable Compensation Event had not occurred, which compensation shall be.equal to the sum of (i) all Losses (including increased operating,, financing, capital and maintenance costs but excluding any costs and expenses that the Concessionaire would otherwise expend or incur in order to comply with this Agreement or in the ordinary course of the performance of the Metered Parking System Operations or the carrying on of business in the ordinary course) that are reasonably attributable to such Compensation Event plus (ii) the actual and estimated net losses (after giving effect, to the extent applicable, to any increase in revenues, including Metered Parking Revenues that are attributable to such Compensation Event) of the Concessionaire's present and future Metered Parking Revenues that are reasonably attributable to such Compensation Event; provided, however, that, unless otherwise specified in this Agreement, any claim for Concession Compensation shall be made within 120 Days of the date that the Concessionaire first became aware of such Compensation Event. Any Concession Compensation payable with respect to Losses or jost Metered Parking Revenues (or other revenues) that will occur in the future shall be payable at the time such Compensation Event occurs based on a reasonable determination of the net present value of the impact of such Compensation Event (i) over the period ending on February 28, 2015 in the case of the Compensation Event described in Section 7.1 and (ii) over the remainder of the Term in the case of any other Compensation Event. If the Concessionaire is required to provide its own capital (whether in the form of debt, equity or otherwise) with respect to compliance with or implementation of a City Directive or a modified or changed Operating Standard (other than a modified Operating Standard described in Section 6.3(a)) or any other Compensation Event, then the Concession Compensation, shall, in addition to the components described above, take into account the actual cost to the Concessionaire of such capital and include a then applicable market-based rate of return thereon (which market-based rate of return shall be reasonably commensurate with then-prevailing rates of return for similar assets and similar or analogous financings in the parking industry and shall take account of the percentage that any Quarterly Settlement Amounts owing to the Concessionaire by the City bear to the Concessionaire's total revenues in determining the appropriate discount rate to use in calculating such rate of return). For purposes of the preceding sentence, the market-based rate of return shall be initially proposed in writing by the Concessionaire to the City. The City may, in accordance with the provisions of Article 19. dispute that such market-based rate of return proposed by the Concessionaire is reasonably commensurate with then-prevailing rates of return for similar assets and similar or analogous financings in the parking industry.
"Concession Metered Parking Spaces" means those Metered Parking Spaces so designated by the City from time to time and included in the Metered Parking System operated
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and maintained by the Concessionaire pursuant to this Agreement and, as of the Effective Date Of First Amendment, the Metered Parking Spaces listed in Amended Schedule 10 and designated thereon as Concession Metered Parking Spaces.
"Concession Year" means (i) if the Closing Date occurs on the first day of a calendar month, the 12-month period beginning on the Closing Date or (ii) if the Closing Date does not occur on the first day of a calendar month, the period from the Closing Date through the end of the calendar month in which the Closing Date occurred and the next succeeding 12-month period and, in either case of clause (D or (ii), each succeeding 12-month period and in any case ending on the End Date.
"Concessionaire" has the meaning ascribed thereto in the preamble to this Agreement.
"Concessionaire Default" has the meaning ascribed thereto in Section 16.1(a).
"Concessionaire Interest" means the interest of the Concessionaire in the Metered Parking System created by this Agreement and the rights and obligations of the Concessionaire under this Agreement (including the interest and franchise described in Section 2.1(b)(i) and the right to receive Concession Compensation).
"Concessionaire Request" means a written request iri respect of the Metered Parking System prepared by or on behalf of the Concessionaire and addressed to the City seeking to make a fundamental change in the dimensions, character, quality or location of any part ofthe Metered Parking System; provided, however, that a Concessionaire Request need nbt be submitted in connection with operations, maintenance or repair of the Metered Parking System in the ordinary course or any other aspects of Metered Parking System Operations permitted or reserved to the Concessionaire under this Agreement, including any modification or change to the Operating Standards pursuant to Section 6.2.
"Consent" means any approval, consent, ratification, waiver, exemption, franchise, license, permit, novation, certificate of occupancy or other authorization, of any Person, including any Consent issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any applicable Law.
"Consideration" has the meaning ascribed thereto in Section 2.1. For the avoidance of doubt, the term "Consideration" comprises (a) a fee for the grant of the interest and franchise referred to in Section 2.1(b)(i) and (b) consideration for the conveyance referred to in Section 2.1(b)(ii).
"Construction Contract" means any construction contract entered into by the Concessionaire related to the Metered Parking System (or subcontracts thereunder).
"Consultant" means (i) a consulting firm having experience in the operation and management of metered parking systems jointly appointed by the Parties and (ii) with respect to a technical dispute under Section 19.7, any individual having experience in the operation and management of metered parking systems that is selected by such consulting firm to perform the professional services required to be performed by the Consultant under Section 19.7.
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"Contractor" means, with respect to a Person, any contractor with whom such Person contracts to perform work or supply materials or labor in relation to the Metered Parking System, including any subcontractor of any tier, supplier or materialman directly or indirectly employed pursuant to a subcontract with a Contractor. For the avoidance of doubt, the Operator (if other than the Concessionaire) shall be a Contractor of the Concessionaire.
"Countv Roads" means those roadways located in the City that are owned by, or are under the jurisdiction of, the County of Cook, Illinois.
"Pay" means a calendar day, beginning at 12:01 a.m. in the central time zone of the United States coinciding with the calendar day.
"Defending Party" has the meaning ascribed thereto in Section 12.4(c).
"Delay Event" means (i) an event of Force Majeure, (ii) a failnre to obtain, or delay in obtaining, any Authorization from a Governmental Authority {provided that such failure or delay could not have been reasonably prevented by technical and scheduling or other reasonable measures of the Concessionaire), (iii) the enactment of a new Law or the modification, amendment or change in enforcement or interpretation of a Law (including a change in the application thereof by any Governmental Authority) arising after the Bid Date, (iv) a delay caused by the performance of works (including the activities authorized by Section 3.7) carried out by a Governmental Authority or any utility or railway operator or Person not acting under the authority or direction of, or pursuant to a contract, sublease or any other agreement or arrangement with the Concessionaire or the Operator, (v) a delay caused by a failure by the City, to perform or observe any of its covenants or obligations under this Agreement or (yi).a delay caused by the presence in, on, under or around the Reserve Parking Lots of Hazardous Substances, which in each case results in or would result in a delay or interruption in the performance by the Concessionaire of any obligation under this Agreement; except to the extent that the consequences of such delay or the cause thereof is specifically dealt with in this Agreementor arises by reason of (A) the negligence or intentional misconduct of the Concessionaire or its Representatives, (B) any act or omission by the Concessionaire or its Representatives in breach of the provisions of this Agreement or (C) except as contemplated by Section 5.L lack or insufficiency of funds or failure to make payment of monies or provide required security on the part ofthe Concessionaire. For the avoidance of doubt, a Delay Event shall not include any ofthe exceptions listed in clauses fi) through (iv) ofthe definition of Force Majeure.
"Delay Event Dispute Notice" has the meaning ascribed thereto in Section 15.1(e). "Delay Event Notice" has the meaning ascribed thereto in Section 15.1(e). "Delay Event Remedy" has the meaning ascribed thereto in Section 15.1(d). "Department" has the meaning ascribed thereto in Section 11.2(c).
"Depositary" means a savings bank, a savings and loan association or a commercial bank or trust company which would qualify as an Institutional Lender, designated by the Concessionaire, that enters into an agreement with the Concessionaire to serve as depositary
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pursuant to this Agreement, provided that such Depositary shall have an office, branch, agency or representative located in the City of Chicago; provided, however, that so long as a Collateral Assignment is in effect, the Depositary under Section 13.3 shall be the institution acting as the collateral agent or depositary under the financing secured by such Collateral Assignment.
"Designated Senior Person" means an individual designated as such by a Party by written notice to the other Party, including the Deputy Mayor, the Chief Financial Officer and/or the Corporation Counsel in the case ofthe City, and the Chief Executive Officer and/or the General Counsel in the case ofthe Concessionaire.
"Direct Claim" means any Claim by an Indemnified Party against an Indemnifier that does not result from a Third Party Claim.
"Document" has the meaning ascribed thereto in Section 1.15(c).
"E.E.O./A.A. Plan" has the meaning ascribed thereto in Section 11.8(b).
"Effective Date Of First Amendment" means the later of (i) the effective date of the ordinance ofthe City Council that approves the First Amendment, and (ii) the date on which the final form of Amended Schedule 10, including Amended Schedule 10A, Amended Schedule 10B and Amended Schedule IPC is mutually agreed between the Parties.
"Eligible Investments" means any one or more of the following obligations or securities: (i) direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; (ii) demand or time deposits, federal funds or bankers' acceptances issued by any Institutional Lender {provided that the commercial paper or the short-term deposit rating or the long-term unsecured debt obligations or deposits of such Institutional Lender at the time of such investment or contractual commitment providing for such investment have been rated "A" (or the equivalent) or higher by a Rating Agency or any other demand or time deposit or certificate of deposit fully insured by the Federal Deposit Insurance Corporation); (iii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) which has been rated "A" (or the equivalent) or higher by a Rating Agency at the time of such investment; (iv) any money market funds, the investments of which consist of cash and obligations fully guaranteed by the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America and which have been rated "A" (or the equivalent) or higher by a Rating Agency; and (v) other investments then customarily accepted by the City in similar circumstances; provided, however, that no instrument or security shall be an Eligible Investment if such instrument or security evidences a right to receive only interest payments with respect to the obligations underlying such instrument.
"Encumbrance" means any mortgage, lien, judgment, execution, pledge, charge, security interest, restriction, easement, servitude, option, reservation, lease, claim, trust, deemed trust or encumbrance of any nature whatsoever, whether arising by operation of Law, judicial process, contract, agreement or otherwise created.
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"End Date" means the date on which this Agreement expires or is terminated.
"Environment" means soil, surface waters, ground waters, land, stream sediments, surface or subsurface strata and ambient air.
"Environmental Laws" means any Laws applicable to the Metered Parking System regujating or imposing liability or standards of conduct concerning or relating to the regulation, use or protection of human health or the Environment.
"EPAL Percentage" means (1) the sum of the Exempt Person Annual Loss and the Actual System Operating Revenue, divided by (2) the Actual System Operating Revenue, expressed as a percentage.
"Equity Participant" means any Person who holds any shares of capital stock, units, partnership or membership interests, other equity interests or equity securities of the Concessionaire.
"Escrow Agent" means a bank, trust company or national banking association selected by the City to hold the Cash Deposit.
"Excess Value Year" has the meaning ascribed thereto in Section 7.2(b).
"Excluded Liabilities" has the meaning ascribed thereto in Section 3.2(c).
"Exempt Persons" means Persons exempted by Law from paying Metered Parking Fees otherwise applicable to members of the general public. The term "Exempt Persons" does not include any Person exempted from paying Metered Parking Fees under any provision of Law exempting service vehicles operated by employees or agents of the Concessionaire, the Operator or any Contractor.
"Exempt Persons Annual Excess Loss" means, with respect to any Reporting Year, the amount, if any, by which the sum of (a) Metered Parking Revenues derived from Concession Metered Parking Spaces for such Reporting Year and (b) the Exempt Persons Annual Loss for such Reporting Year exceeds one hundred six percent (106%) of the Metered Parking Revenues derived from Concession Metered Parking Spaces for such Reporting Year.
"Exempt Persons Annual Loss" means, with respect to any Reporting Year and based upon a statistical sampling of the use of Concession Metered Parking Spaces undertaken and performed by or at the direction of the Concessionaire in accordance with the requirements set forth in Schedule 14, the Metered Parking Revenues, which would have been derived from Concession Metered Parking Spaces but which were not collected by the Concessionaire by virtue ofthe use of Concession Metered Parking Spaces by Exempt Persons, including Persons claiming to be Exempt Persons (as reasonably determined by the Concessionaire and Approved by the City).
"Existing Revenue" means, with respect to a Concession Metered Parking Space, as of the first Day of any month, the Revenue Value for the preceding month, except in the following cases: (i) as of March 1, 2013, "Existing Revenue" shall be the Revenue Value of such
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Concession Metered Parking Space as set forth on Amended Schedule 10; (ii) as of March 1, 2014, "Existing Revenue" shall be determined pursuant to Section 7.15; and (iii) as of March 1, 2015 and any March 1 thereafter, if (x) the Revenue Value for such space was unchanged during the preceding Reporting Year, and (y) a new Expected Utilization Rate did not become effective during the preceding Reporting Year (notwithstanding the reversal of any Reserved Power action in accordance with Section 7.9(h)), "Existing Revenue" shall be the Actual Operating Revenue for the preceding Reporting Year for such Concession Metered Parking Space plus all Required Closure Payments for the preceding Reporting Year for such Concession Metered Parking Space.
"Existing System Revenue" means, as of any time, the sum of the Existing Revenue of all Concession Metered Parking Spaces.
"Expected Utilization Adjustment" means the percentage derived from the quotient of (Measured Utilization Rate minus Expected Utilization Rate) divided by Measured Utilization Rate, except that Expected Utilization Adjustment cannot be greater than zero percent (0%) for the period commencing on the Closing Date and ending on March 1, 2014.
"Expected Utilization Rate" means the Utilization Rate used for purposes of assigning Revenue Value pursuant to Article 7, and which is (i) estimated by the City in connection with a Reserved Power action (other than a Regular Rate Adjustment) based upon the then current Metered Parking Fee, Period of Operation and Period of Stay, and taking into account, where relevant, Metered Parking Spaces that are comparable based on, among other things, their geographic proximity and Metered Parking Fee; and (ii) with respect to an additional Concession Metered Parking Space pursuant to Section 7.8. based on the Utilization Rate of other spaces on the same Block or if there are no other existing spaces on the same Block, then comparable Metered Parking Spaces taking into account, among other things, their geographic proximity and Metered Parking Fee. None of the Utilization Rates set forth on Amended Schedule 10 shall be considered an Expected Utilization Rate.
"Expert Econometrician" has the meaning ascribed thereto in Section 7.14(b)(ii).
"First Amendment" means the First Amendment to Chicago Metered Parking System Concession Agreement dated as of April 27, 2013 between the City and the Concessionaire.
"Force Ma jeure" means any event beyond the reasonable control of the Concessionaire that delays, interrupts or limits the performance of the Concessionaire's obligations hereunder or the Concessionaire's use ofthe Metered Parking System, including an intervening act of God or public enemy, war, invasion, armed conflict, act of foreign enemy, blockade, revolution, act of terror, sabotage, civil commotions, interference by civil or military authorities, condemnation or confiscation of property or equipment by any Governmental Authority, nuclear or other explosion, radioactive or chemical contamination or ionizing radiation, fire, tornado, flooding, earthquake or other natural disaster, riot or other public disorder, epidemic, quarantine restriction, strike, labor dispute or other labor protest, stop-work order or injunction issued by a Governmental Authority, governmental embargo, except to the extent that the consequence of such event is otherwise specifically dealt with in this Agreement or arises by reason of (i) the negligence or intentional misconduct of the Concessionaire or its Representatives, (ii) any act or omission by the Concessionaire or its Representatives in breach of the provisions of this
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Agreement, (iii) except as contemplated by Section 5.1. lack or insufficiency of funds or failure to make payment of monies or provide required security on the part of the Concessionaire or (iv) any strike, labor dispute or other labor protest involving any Person retained, employed or hired by the Concessionaire or its Representatives to supply materials or services for or in connection with the Metered Parking System Operations or any strike, labor dispute or labor protest pertaining to the Concessionaire that is not of general application that is caused by or attributable to any act (including any pricing or other practice or method of operation) or omission of the Concessionaire or its Representatives.
"Full Utilization Amount" means, with respect to a Concession Metered Parking Space as ofthe first Day of any month, the product of the Period of Operation then in effect (calculated for an entire Reporting Year) and the Metered Parking Fee then in effect for such Period of Operation. For those Concession Metered Parking Spaces for which the Period of Operation or the Metered Parking Fee varies during the Reporting Year, "Full Utilization Amount" means the sum of the product of each Metered Parking Fee in effect for such space multiplied by the applicable Period of Operation for such Metered Parking Fee during the Reporting Year. Any calculation of Full Utilization Amount shall assume that the then current Metered Parking Fee and Period of Operation were implemented as of, and in effect continuously from, March 1 of such Reporting Year. For any Concession Metered Parking Space for which a Regular Rate Adjustment became effective during January (unless an Expected Utilization Rate also became effective for such space during January), the "Full Utilization Amount" as ofthe first Day of the immediately following February shall exclude the effect of such Regular Rate Adjustment, and such Regular Rate Adjustment instead shall be included in the Full Utilization Amount for such space as of March 1.
"Governmental Authority" means any court, federal, state, local or foreign government, department, commission, board, bureau, agency or other regulatory, administrative, governmental or quasi-governmental authority.
"Hazardous Substance" means any solid, liquid gas, odor, heat, sound, vibration, radiation or other substance or emission which is a contaminant, pollutant, dangerous substance, toxic substance, hazardous waste, subject waste, hazardous material or hazardous substance which is or becomes regulated by applicable Environmental Laws or which is classified as hazardous or toxic under applicable Environmental Laws (including gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls, asbestos and urea formaldehyde foam insulation).
"Hours of Operation" means, with respect to each Metered Parking Space and with respect to a Metered Parking Fee, the current number of annual hours during which the City permits the parking of a motor vehicle in that Metered Parking Space and requires the payment of a Metered Parking Fee for use of that Metered Parking Space.
"Impacted Concession Metered Parking Spaces" has the meaning ascribed thereto in Section 7.15.
"Implementation Date" has the meaning ascribed thereto in Section 7.15.
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"Indemnified Party" means any Person entitled to indemnification under this Agreement.
"Indemnifier" means any Party obligated to provide indemnification under this Agreement.
"Indemnity Payment" has the meaning ascribed thereto in Section 12.7.
"Index" means the "Consumer Price Index - U.S. City Averages for all Urban Consumers, All Items" (not seasonally adjusted) as published by the U.S. Department of Labor, Bureau of Labor Statistics; provided, however, that if the Index is changed so that the base year ofthe Index changes, the Index shall be converted in accordance with the conversion factor published by the U.S. Department of Labor, Bureau of Labor Statistics; provided further that if the Index is discontinued or revised during the Term,-such other index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.
"Information" means any and all.information relating to the Metered Parking System Operations, including (i) income statements, balance sheets, statements of cash flow and changes in financial position, details regarding Metered Parking Revenues derived from Metered Parking System Operations, operating income, expenses, capital expenditures and budgeted operating results relating to the Metered Parking System Operations, (ii).all certificates, correspondence, data (including test data), documents, facts, files, information, investigations, materials, notices, plans, projections, records, reports, requests, samples,: schedules, statements, studies, surveys, tests, test results, parking information (including volume, counts, classification counts, and vehicle jurisdiction data) analyzed, categorized, characterized, created, collected, generated, maintained, processed, produced, prepared, provided, recorded, stored or used by the Metered Parking System, the Concessionaire or any of its Representatives in connection with the Metered Parking System or the Metered Parking System Operations and (iii) proper, complete and accurate books, records, accounts and documents of the Concessionaire relating to the Metered Parking System Operations, including any Information that is stored electronically or on computer-related media; provided, however, that nothing in this Agreement shall require the disclosure by any Party of Information that is protected by attorney-client or other legal privilege based upon an opinion of counsel reasonably satisfactory to the other Party or acquired by a Party subject to a confidentiality agreement.
"Initial Period" means the period from the Closing Date to and including May 31, 2009.
"Initial Period Percentage" means the percentage obtained by dividing the number of Days in the Initial Period by 365.
"Initial Reporting Year Multiplier" means the fraction the numerator of which is 365 and the denominator of which is the number of Days in the Reporting Year commencing on the Closing Date and ending on February 28, 2010.
"Initial Revenue Value" means the Revenue Value of each Concession Metered Parking Space as of the Bid Date, as set forth in Schedule 10 as revised within 10 Days of the Closing Date pursuant to Section 2.2(c).
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"Initial Schedule of Parking Fees" means the fee schedule for Metered Parking Spaces set forth in Schedule 9.
"Institutional Lender" means (a) the United States of America, any state thereof or any agency or instrumentality of either of them, any municipal agency, public benefit corporation or public authority, advancing or insuring mortgage loans or making payments which, in any manner, assist in the financing, development, operation and maintenance of projects, (b) any (i) savings bank, savings and loan association, commercial bank, trust company (whether acting individually or in a fiduciary capacity) or insurance company organized and existing under the laws of the United States of America or any state thereof, (ii) foreign insurance company or commercial bank qualified to do business as an insurer or commercial bank as applicable under the laws of the United States (if such qualification is necessary in connection with the acquisition of Collateral Assignment Debt), (iii) pension fund, foundation or university or college or other endowment fund or (iv) investment bank,, pension advisory firm, mutual fund, investment company or money management firm, (c) any "qualified institutional buyer" under Rule 144(A) under the Securities Act or any other similar Law hereinafter enacted that defines a similar category of investors by substantially similar terms or (d) any other financial institution or entity designated by the Concessionaire and Approved by the City (provided that such institution or entity, in its activity under this Agreement, shall be acceptable under then current guidelines and practices of the City); provided, however, that each such entity (other than entities described in clause (c). of this definition) or combination of such entities if the Institutional Lender shall be a combination of such entities shall have individual or combined assets, as the case may be, ;df riot less than $500,000,000, which shall include, in the case of an investment or advisory firm, assets controlled by it or under management.
"Law" means any order, writ, injunction, decree, judgment, law, ordinance, decision, opinion, ruling, policy, statute, code, rule or regulation of any Governmental Authority.
"Letter of Credit" means an irrevocable, unconditional, commercial letter of credit, in favor oftheXity, in form and content reasonably acceptable to the City, payable in U.S. dollars upon presentation of a sight draft and a certificate confirming that the City has the right to draw under such letter of credit in the amount of such sight draft, without presentation of any other Document, which letter of credit (i) is issued by a commercial bank or trust company that is a member ofthe New York Clearing House Association and that has a current credit rating of AI or better by Standard & Poor's Ratings Services and an equivalent credit rating by another Rating Agency (or an equivalent credit rating from at least two nationally recognized Rating Agencies if the named Rating Agency ceases to publish ratings) (or such other commercial bank or trust company reasonably acceptable to the City and Approved by the City prior to the submission of the letter of credit), and (ii) provides for the continuance of such letter of credit for a period of at least one year or as otherwise provided in this Agreement. The office for presentment of sight drafts specified in the Letter of Credit shall be located at a specified street address within the City of Chicago or other location acceptable to the City. For the avoidance of doubt, the obligations of the account party during the Term to reimburse the issuer for draws under the Letter of Credit may be secured by a Collateral Assignment.
"Loss" means, with respect to any Person, any loss, liability, damage, penalty, charge or out-of-pocket and documented cost or expense actually suffered or incurred by such Person, but
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excluding any punitive, special, indirect and consequential damages and any contingent liability until such liability becomes actual.
"M./W.B.E.s" has the meaning ascribed thereto in Section 11.8(a).
"Material Adverse Effect" means a material adverse effect on the business, financial condition or results of operations of the Metered Parking System taken as a whole; provided, however, that no effect arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect: (i) general economic conditions or changes therein; (ii) financial, banking, currency or capital markets fluctuations or conditions (either in the United States or any international market and including changes in interest rates); (iii) conditions affecting the financial services or parking industries generally; (iv) any existing event or occurrence'Of which the Concessionaire has actual knowledge as of the Bid Date; (v) any action, omission, change, effect, circumstance or condition contemplated by this Agreement other than, for purposes of Section 14.3. the exercise of any Reserved Power, or attributable to the execution, performance or announcement of this Agreement or the transactions contemplated hereby (except for any litigation, relating thereto or to this Agreement (or the matters contemplated herein)); and (vi) negligence, intentional misconduct or bad faith of the Concessionaire or its Representatives.
"Mayor" means the Mayor of the City or another City official acting under the direction and pursuant to the authority of the Mayor.
"Measured Full Utilization Amount" means, with respect to a Concession Metered Parking Space for any measurement period, the product of the Period of Operation over such measurement period (which shall not include any period during such Period of Operation when the Metering Device for such space was not operating) multiplied by the Metered Parking Fee charged during that Period of Operation. For those Concession Metered Parking Spaces for which the Period of Operation or the Metered Parking Fee varies during such measurement period, "Measured Full Utilization Amount" means the sum of the product of each Metered Parking Fee in effect for such space during any part of such measurement period multiplied by the applicable Period of Operation for such Metered Parking Fee.
"Measured Utilization Rate" means, with respect to a Concession Metered Parking Space and as of the first Day of a Reporting Year commencing with the second Reporting Year, the percentage obtained by dividing (i) the sum of the Actual Operating Revenue allocated to such space for the preceding Reporting Year plus all Required Closure Payments allocated to such space for the preceding Reporting Year, by (ii) the Measured Full Utilization Amount for such space for the preceding Reporting Year.
"Metered Parking Fee" means the fee established by the City, and revised from time to time, as consideration for the privilege of parking a motor vehicle.
"Metered Parking Revenues" means, during the Term, the revenues derived from Metered Parking Fees collected by the Concessionaire from the operation of Concession Metered Parking Spaces and Reserve Metered Parking Spaces, and shall be determined from collection data maintained by the Concessionaire in accordance with the Operating Standards.
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"Metered Parking Services" means the services to be provided by the Concessionaire as grantee of the concession under this Agreement.
"Metered Parking Spaces" means those spaces or places that the City designates from time to time as parking spaces or places where, during certain periods of time, the City requires the payment of a Metered Parking Fee for parking a motor vehicle at that space or place for a limited period of time and such designation is effective for all purposes of this Agreement notwithstanding that Exempt Persons (such as Persons with disabilities) using that parking space or place may be exempted from paying the Metered Parking Fee otherwise applicable to members ofthe general public. Unless otherwise agreed to in writing by the City, each Metered Parking Space shall have a length of no less than 18 feet and no more than 22 feet; provided, however, that if such Metered Parking Space is adjacent to only one other Metered Parking Space, it shall be no less than 17 feet in length.
"Metered Parking System" means the Metering Devices, supporting structures, computer systems arid software used in connection with the administration of Concession Metered Parking Spaces and Reserve Metered Parking Spaces and the collection of Metered Parking Fees therefrom as described on Schedule 5, and all improvements of any and every kind whatsoever forming a part of and used in connection with the operation and maintenance of (i) the metering system associated with the Concession Metered Parking Spaces and Reserve Metered Parking Spaces (including all Metering Devices but excluding any interest in the streets, sidewalks, paving or similar real property) and (ii) Reserve Parking Lots (including paving and boundary fences).
"Metered Parking System Assets" means, (i) as of the time immediately prior to the Time of Closing, the personal property of the City used in connection with operations ofthe Metered Parking System set forth on Schedule 4 and (ii) from and after the Time of Closing, the personal property of the Concessionaire or the Operator used in connection with the operations of the Metered Parking System.
"Metered Parking System Concession Value" means, at any given date, the fair market value of the Concessionaire Interest at the time of the occurrence ofthe relevant Adverse Action or City Default or any event of termination, cancellation, rescinding or voiding referred to in Section 16.5 (but excluding the effect of such Adverse Action or City Default or such other event referred to in Section 16.5) and taking into account reasonably foreseeable improvements to the Metered Parking System and the operations and revenues thereof, as determined pursuant to a written appraisal by an independent third party appraiser that is nationally recognized in appraising similar assets and that is acceptable to the City and the Concessionaire; provided, however, that the Metered Parking System Concession Value shall in no event be less than the amount of all Collateral Assignment Debt (including Breakage Costs) on the End Date. If the Parties fail to agree upon such a single appraiser within 30 Days after a Party requests the appointment thereof, then the City and the Concessionaire shall each appoint an independent third party appraiser and both such appraisers shall be instructed jointly to select a third independent third party appraiser to make the appraisal referred to above. The City shall pay the reasonable costs and expenses of any appraisal.
"Metered Parking System Contracts" means the agreements to which the City is a party relating to the operations ofthe Metered Parking System that are set forth on Schedule 1.
"Metered Parking System Operations" means (i) the operation, management and maintenance ofthe Metered Parking System and (ii) all other actions relating to the Metered Parking System that are performed by or on behalf of the Concessionaire pursuant to this Agreement.
"Metered Parking System Ordinance" has the meaning ascribed thereto in the recitals to this Agreement.
"Metering Devices" means, with respect to the Concession Metered Parking. Spaces and the Reserve Metered Parking Spaces, the parking meters, pay and display stations, electronic metering devices, and other similar devices that may be used from time to time in connection with the Metered Parking System Operations.
"Monthly Full Utilization Amount" means, with respect to a Concession Metered Parking Space as ofthe first Day of a month, the sum of the product of each Metered Parking Fee in effect for such space during any part of such month multiplied by the applicable Period of Operation for such Metered Parking Fee during such month.
"Monthly System in Service Percentage" means, for any month, the System in Service Percentage as of the first Day of the month.
"Municipal Code" means the Municipal Code of Chicago, as amended.
"New Agreement" has the meaning ascribed thereto in Section 18.5(a).
"Non-Impacted Concession Metered Parking Spaces" has the meaning ascribed thereto in Section 7.15.
"Notice Period" has the meaning ascribed thereto in Section 12.4(b).
"Off Street Parking Spaces" means Metered Parking Spaces that are located in City owned parking lots, including Reserve Parking Lots.
"Offsets" has the meaning ascribed thereto in Section 12.11(a).
"On Street Parking Spaces" means Metered Parking Spaces that are located in and along the public way, including in and along public streets.
"Operating Agreement" means any material agreement, contract or commitment to which the Concessionaire is a party relating to the Metered Parking System Operations as in force from time to time (including any warranties or guaranties) but excluding any Collateral Assignment and any finance documents related thereto.
"Operating Agreements and Plans" has the meaning ascribed thereto in Section 3.14.
"Operating Expenses" means any and all operating expenses of the Metered Parking System Operations determined in accordance with generally accepted accounting principles, including: supplies, material and parts costs, employee salaries, employee benefits, costs of any interns and independent contractors, advertising, marketing and public relations costs and commissions, janitorial and cleaning expenses, data processing costs, the incremental costs of procuring, administering and maintaining the insurance required hereunder directly attributable to the Metered Parking System (including the costs of premiums and deductibles), amounts expended to procure and maintain permits and licenses, charges, Taxes to the extent required to be. paid by the Concessionaire, excises, professional fees, printing and stationary costs, postage and freight costs, equipment rental costs, computer equipment leases and line charges, repair and maintenance costs, security expenses, snow and ice removal, the cost of employee uniforms, safety and medical expenses, exterminator and waste disposal costs, costs related to the maintenance of signage, inventory and systems, costs related to compliance with Laws and costs incurred under agreements, commitments, licenses and contracts executed in the Concessionaire's name; provided that Operating Expenses shall hot include (i) costs of compliance with the M./W.B.E. requirements imposed under this Agreement, (ii) expenses related to Concessionaire or Operator personnel based outside the City of Chicago, (iii) severance for Concessionaire or Operator employees, (iv) relocation expenses of Concessionaire or Operator employees, (v) Construction Contracts and (vi) any costs or expenses required to be paid by the City under the terms of this Agreement.
"Operating Standards" means the standards, specifications, policies, procedures and processes that apply to the operation of, maintenance of, rehabilitation of and capital improvements to, the Metered Parking System set forth in Schedule 3t including any plans submitted by the Concessionaire to the City as required therein. To the extent that any term or provision set forth in Schedule 3 or incorporated by reference in Schedule 3 conflicts with any term or provision specified in this Agreement, then such term or provision of this Agreement shall govern and shall supersede any such conflicting term or provision.
"Operator" has the meaning ascribed thereto in Section 3.3.
"Other Metered Parking Spaces" means Metered Parking Spaces that are not Concession Metered Parking Spaces or Reserve Metered Parking Spaces.
"Parking Taxes" means taxes imposed on customers of the Metered Parking System or the operation of the Reserve Parking Lots by any Governmental Authority pursuant to (i) Section 4-236 ofthe Municipal Code, (ii) the Cook County Parking Lot and Garage Operations Tax, (iii) any similar tax imposed on the privilege of parking a motor vehicle or operating a parking lot or parking garage, but not including Taxes of general application such as a general sales tax, or (iv) any other fee or additional charge imposed on customers ofthe Metered Parking System that is added to the Metered Parking Fee or included as part of the Metered Parking Fee to the extent that such fee or charge must be remitted to the City or to another political subdivision at the direction of the City.
"Parking Zones" means those geographic areas of the City as set forth in Schedule 15.
"Party" means a party to this Agreement and "Parties" means both of them.
"Pay-by-Cell" means a system that allows a customer to pay a Metered Parking Fee by cellular telephone or other device without using a pay and display station or other Metering Device physically located at or near such space, the implementation of which does not require modification ofthe existing Metered Parking System other than as provided in Section 4.7 or as may be directed by the City pursuant to Section 5.1.
"Pay-by-Cell Operator" has the meaning ascribed thereto in Section 4.7(g).
"Pay-by-Cell Proposed Change(s)" has the meaning ascribed thereto in Section 4.7(d)(iv).
"Pay-by-Cell Review Date" means each date that is every eighteen (18) months after the implementation of Pay-by-Cell.
"Pay-by-Cell Threshold" has the meaning ascribed thereto in Section 4.7(d)(ii).
"Pay-by-Cell Trigger Event" has the meaning ascribed thereto in Section 4.7(d)(iv).
"Period of Operation" means, with respect to each Metered Parking Space, the Days and the period or periods of time during each Day that the City permits the parking of a motor vehicle in that Metered Parking Space and requires the payment of a Metered Parking Fee for use of that Metered Parking Space.
"Period of Stay" means, with respect to each Metered Parking Space, the period or periods of time that the same motor vehicle may remain continuously parked in such Metered Parking Space.
"Permitted City Encumbrance" means, with respect to the Metered Parking System: (i) the Concessionaire Interest; (ii) any Encumbrance that is being contested, or being caused to be contested, by the City in accordance with Section 3.5(b) (but only for so long as such contest effectively postpones enforcement of any such Encumbrance); (iii) inchoate materialmen's, mechanics', workmen's, repairmen's, employees', carriers', warehousemen's or other like Encumbrances arising in the ordinary course of business of the Metered Parking System or the City's performance of any of its rights or obligations hereunder, and either (A) not delinquent or (B) which are being contested, or are being caused to be contested, by the City in accordance with Section 3.5(b) (but only for so long as such contest effectively postpones enforcement of any such Encumbrance); (iv) any easement, covenant, condition, right-of-way, servitude, or any zoning, building, environmental, health or safety Law relating to the development, use or operation of the Metered Parking System (or other similar reservation, right and restriction) or other defects and irregularities in the title to the Metered Parking System (including, without limitation, the Reserve Parking Lots) that do not materially interfere with the Metered Parking System Operations or the rights and benefits of the Concessionaire under this Agreement or materially impair the value of the Concessionaire Interest; (v) the Reserved Powers; (vi) the police and regulatory powers of the State of Illinois with respect to State Roads; (vii) the police and regulatory powers ofthe County of Cook, Illinois with respect to County Roads; (viii) any right reserved to or vested in any Governmental Authority (other than the City) by any statutory provision or under common law (it being understood and agreed that nothing in this clause (viii) shall limit or otherwise affect the City's obligations or the Concessionaire's rights hereunder);
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(ix) any other Encumbrance permitted hereunder; (x) any Encumbrances created, incurred, assumed or suffered to exist by the Concessionaire or any Person claiming through it; (xi) any rights reserved to or vested in the City by any statutory provision (it being understood and agreed that nothing in this definition shall limit or otherwise affect the City's obligations or the Concessionaire's rights hereunder); and (xii) any amendment, extension, renewal or replacement of any of the foregoing.
"Permitted Concessionaire Encumbrance" means, with respect to the Concessionaire Interest: (i) any Encumbrance that is being contested in accordance with Section 3.5(a) (but only for so long as such contest effectively postpones enforcement of any such Encumbrance); (ii) any (A) lien or security interest for obligations not yet due and payable to a Contractor or other Person, (B) any statutory lien, deposit or other non-service lien or (C) lien, deposit or pledge to secure mandatory statutory obligations or performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or for purposes of like general nature, any of which are incurred in the ordinary course of business of the Metered Parking System Operations and either (A) not delinquent or (B) which are being contested by the Concessionaire in accordance with Section 3.5(a) (but only for so long as such contest effectively postpones enforcement of any such Encumbrance); (iii) inchoate materialmen's, mechanics', workmen's, repairmen's, employees', carriers', warehousemen's, of other like Encumbrances arising in the ordinary course of business ofthe Metered Parking System or the Concessionaire's performance of any of its rights or obligations hereunder, and either (A) not delinquent or (B) which are being contested by the Concessionaire in accordance with Section 3.5(a1 (but only for so long as such contest effectively postpones enforcement of any such Encumbrance); (iv) any right reserved to or vested in any Governmental Authority by any statutory provision or under common law; (v) any Collateral Assignment and any other Encumbrance permitted hereunder; (vi) liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and other governmental rules and that do not in the aggregate materially impair the use, value or operation of the Metered Parking System; (vii) any Encumbrances created, incurred, assumed or suffered to exist by the City or any Person claiming through fhe-Gity; and (viii) any amendment, extension, renewal or replacement of any of the foregoing. No Permitted Concessionaire Encumbrance shall be permitted to attach to the fee simple interest in any Reserve Parking Lot or any part of the public right of way.
"Person" means any individual (including, the heirs, beneficiaries, executors, legal representatives or administrators thereof), corporation, partnership, joint venture, trust, limited liability company, limited partnership, joint stock company, unincorporated association or other entity or a Governmental Authority.
"Property Taxes" means any ad valorem property Tax (including property Taxes under the State of Illinois Property Tax Code, 35 ILCS 200/1-1 et seq.) attributable to the Metered Parking System or the Concessionaire Interest (other than any Tax charged imposed or assessed in connection with (i) any Transfer during the Term of all or a portion of the Concessionaire Interest or (ii) any purported leasehold interest of the Concessionaire in the Metered Parking System, fixtures or improvements, to the extent the Metered Parking System, fixtures or improvements, are not used for the purpose of parking as stated in 35 ILCS 200/15-185(b) as in effect on the Bid Date).
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"Quarter" means (i) the Initial Period and (ii) on and after June 1, 2009, each ofthe three-month periods in a Reporting Year ending respectively on the last Days of May, August, November and February of that Reporting Year.
"Quarterly Settlement Amount" means, (i) for any Quarter other than the Initial Period, the sum of (a) any Required Closure Payments accrued in that Quarter plus (b) [twenty-five percent (25%) multiplied by the Settlement System Revenue Value multiplied by (one plus the Annual Percentage Adjustment) multiplied by (one minus the Quarterly System in Service Percentage)]; and (ii) for the Initial Period, the sum of (a) any Required Closure Payments accrued in that Quarter plus (b) [the Initial Period Percentage of the Settlement System Revenue Value multiplied by (one plus the Annual Percentage Adjustment) multiplied by (one minus the Quarterly System in Service Percentage)].
"Quarterly System in Service Percentage" means, for any Quarter, the simple average of each of the Monthly System in Service Percentages for that Quarter.
"Rate to Fine Multiple" means, with respect to any Concession Metered Parking Space, the amount of the fine imposed for a parking violation divided by the hourly Metered Parking Fee with respect to such Concession Metered Parking Space.
"Rate to Fine Multiple Factor" means the adjustment (if any) to the Revenue Value of a Concession Metered Parking Space required by Section 7.9(e).
"Rating Agency" means any of Standard & Poor's Corporation, Moody's Investors Service, Inc. or Fitch Investors Service, Inc. or any similar entity or any of their respective successors.
"Regular Rate Adjustment" means any revision in the Metered Parking Fee for a Concession Metered Parking Space that (i) decreases the Metered Parking Fee, or (ii) during the period from...the Closing Date to and including December 31, 2013, increases the Metered Parking Fee in accordance with and by no more than the Initial Schedule of Parking Fees or (iii) after December 31, 2013 increases the Metered Parking Fee to a Metered Parking Fee that is no more than $0.25 greater than the Metered Parking Fee for such Concession Metered Parking Space that was in effect on December 31, 2013, Adjusted for Inflation to the date the revised Metered Parking Fee takes effect, or if such Concession Metered Parking Space was not designated as a Concession Metered Parking Space on December 31, 2013, then the date such Concession Metered Parking Space was so designated, Adjusted for Inflation to the date the revised Metered Parking Fee takes effect.
"Remaining Amortized Value" means an amount of money equal to the Consideration, Adjusted for Inflation from the Closing Date to the Reversion Date, multiplied by a fraction the numerator of which is the number of Days to elapse from the Reversion Date established as a result of the Concessionaire's election to terminate this Agreement pursuant to Section 14.3(e) to February 29, 2084 (or such later date if the Term has been extended pursuant to Section 15.1(d) and the denominator of which is the number of Days from the Closing Date to February 29, 2084 (or such later date if the Term has been extended pursuant to Section 15.1(d)).
"Replacement Letter of Credit" has the meaning ascribed thereto in Section 16.3(c).
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"Reporting Year" means each annual period from the Closing Date to the End Date, except that the first Reporting Year shall be a period commencing on the Closing Date and ending on February 28, 2010 and the last Reporting Year shall be a partial Reporting Year commencing March 1st of such Reporting Year and ending on the End Date.
"Representative" means, with respect to any Person, any director, officer, employee, official, partner, member, owner, agent, lawyer, accountant, auditor, professional advisor, consultant, engineer, Contractor, other Person for whom such Person is at law responsible or other representative of such Person and any professional advisor, consultant or engineer designated by such Person as its "Representative."
"Required Closure" means an interruption to or the suspension of Metered Parking System Operations by the City with respect to a Concession Metered Parking Space during the Period of Operation of such Concession Metered Parking Space established by the City due to street closures, the closure of a street to vehicular traffic, emergency parking bans, weather related closures, sidewalk closures related to building construction, sidewalk construction or repair, street construction or repair, utility work and similar activities.
"Required Closure Allowance" means (i) with respect to a Concession Metered Parking Space located within the Central Business District and a Reporting Year, eight percent (8%) of the number of Days during such Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations, and (ii) with respect to a Concession Metered Parking Space not located within the Central Business District and a Reporting Year, four percent (4%) of the number of Days during such Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations, in each case rounded to the nearest number of Days, and in cither case based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of such Reporting Year.
"Required Closure Payment" means, with respect to a Concession Metered Parking Space and for the Quarter during which the Required Closure Allowance for the Reporting Year is first exceeded and for each subsequent Quarter during the Reporting Year, an amount of money calculated as provided in Schedule 6 and in accordance with the rules set forth in Section 7.9(c).
"Required Coverages" has the meaning ascribed thereto in Section 13.1.
"Reserve Metered Parking Spaces" means those Metered Parking Spaces so designated by the City that the Concessionaire operates and maintains on behalf of the City pursuant to this Agreement and with respect to which the City is paid the net Metered Parking Revenues.
"Reserve Metered Parking Spaces Payment" has the meaning ascribed thereto in Section
Li-
"Reserve Parking Lots" means the parking lots owned by the City where Reserve Metered Parking Spaces are located, which are listed on Amended Schedule 10A.
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"Reserved Powers" means the exercise by the City of those police and regulatory powers with respect to Metered Parking Spaces, including Concession Metered Parking Spaces and Reserve Metered Parking Spaces, and the regulation of traffic, traffic control and the use of the public way including the exclusive and reserved rights of the City to (i) designate the number and location of Metered Parking Spaces and to add and remove Metered Parking Spaces; (ii) establish and revise from time to time the schedule of Metered Parking Fees for the use of Metered Parking Spaces; (iii) establish and revise from time to time the Periods of Operation and Periods of Stay of Metered Parking Spaces; (iv) establish a schedule of fines for parking violations; (v) administer a system for the adjudication and enforcement of parking violations and the collection of parking violation fines and (vi) establish and administer peak period pricing, congestion pricing or other similar plans.
"Reserved Powers Action Date" has the meaning ascribed thereto in Section 7.4.
"Reserved Powers Adverse Action" has the meaning ascribed thereto in Section 14.3(b).
"Reserved Powers Adverse Action Compensation" has the meaning ascribed thereto in. Section 14.3(a).
"Reserved Powers System Impact" means one minus (Aggregate Revenue Value divided by Existing System Revenue).
"Restoration" has the meaning ascribed thereto in Section 13.3(a).
"Restoration Funds" has the meaning ascribed thereto in Section 13.3(a).
"Revenue Distribution Percentage" means, with respect to any Concession Metered Parking Space as of the first Day of any month, an amount equal to the Monthly Full Utilization Amount for such space divided by the sum of the Monthly Full Utilization Amounts for all Concession Metered Parking Spaces served by the same Metering Device.
"Revenue Value" means, with respect to each Concession Metered Parking Space, the value of such Concession Metered Parking Space computed and determined pursuant to Schedule 6. as such value may be determined or adjusted pursuant to Section 7.4, Section 7.8, Section 7.9, and Section 7.14.
"Revenue Value Adjustment" means on the first Day of each Reporting Year beginning on March 1, 2015 and with respect to a Concession Metered Parking Space, the value computed and determined pursuant to Schedule 6, Section 7.9 and Section 7.14. On every other Day, the Revenue Value Adjustment for any Concession Metered Parking Space is zero.
"Reversion Date" means the Business Day immediately following the End Date.
"RPA Determination" has the meaning ascribed thereto in Section 7.14(a).
"RPA Determination Proceeding" has the meaning ascribed thereto in Section 7.14(a).
"RP-Dispute Notice" has the meaning ascribed thereto in Section 14.3(d).
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"RP-Notice" has the meaning ascribed thereto in Section 14.3(d).
"RP-Preliminary Notice" has the meaning ascribed thereto in Section 14.3(d).
"Schedule" means a schedule attached hereto and incorporated in this Agreement, unless otherwise expressly indicated by the terms of this Agreement.
"Securities Act" means the United States Securities Act of 1933, as amended.
"Settlement Credit" has the meaning ascribed thereto in Section 7.6(b).
"Settlement System Revenue Value" means (i) on any date from March 1, 2013 to February 28, 2014, both dates inclusive, Aggregate Revenue Value as of March 1, 2013 as shown on Amended Schedule 10 divided by the Monthly System in Service Percentage as of March 1, 2013, and (ii) on or after March 1, 2014, Actual System Operating Revenue for the preceding Reporting Year, divided by the simple average of the Monthly System in Service Percentages for the preceding Reporting Year, plus the sum of all Required Closure Payments due for the preceding Reporting Year.
"Special Event" means any event that (i) does not occur annually or more frequently than annually, (ii) has an expected average daily attendance of more than 100,000 Persons and (iii) in the reasonable judgment of the City, requires the provision of temporary parking facilities to provide for public safety at the event or for the safety of Persons expected to attend the event.
"State Roads" means those roadways located in the City that are owned by, or are under the jurisdiction of, the State of Illinois.
"System in Service Percentage" means: (a) as of March 1, 2013, the percentage set forth as the Monthly System in Service Percentage as of March 1, 2013 in Schedule 6: (b) as calculated as of any March 1 thereafter, the System in Service Percentage for the immediately preceding month multiplied by (one minus the Reserved Powers System Impact) multiplied by [one divided by (one plus the Annual Percentage Adjustment)]; and (c) as calculated monthly on the first Day of any other month, the System in Service Percentage for the immediately preceding month multiplied by (one minus the Reserved Powers System Impact); provided, however, that with respect to (b) and (c) such calculations shall be subject to the adjustments set forth in Section 7.9 and Section 7.14, where applicable.
"Tax" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, permit fees, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, parking, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax, levy, impost, stamp tax, duty, fee, withholding or similar imposition of any kind payable, levied, collected, withheld or assessed at any time, including any interest, penalty or addition thereto, whether disputed or not.
"Term" means the term of the concession and franchise referred to in Section 2.1.
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"Termination Damages" has the meaning ascribed thereto in Section 14.2(a).
"Third Party Claim" means any Claim asserted against an Indemnified Party by any Person who is not a Party or an Affiliate of such a Party.
"Time of Closing" means 10:00 a.m. (Chicago time) on the Closing Date or such other time on that date as the City and the Concessionaire agree in writing that the Closing shall take place.
"Transaction" has the meaning ascribed thereto in Section 2.1.
"Transfer" means to sell, convey, assign, lease, sublease, mortgage, encumber, transfer or otherwise dispose of.
"Transferee" means any Person who obtains the Concessionaire Interest pursuant to a Transfer.
"True-Up Adjustment" means a Quarterly Settlement Amount minus the portion of such Quarterly Settlement Amount that is a Required Closure Payment accrued'in such Quarter.
"Unaffected Concession Metered Parking Space" means, as of the first Day of a
Reporting Year, a Concession Metered Parking Space with respect to which an Expected
Utilization Rate did not become effective during the two immediately preceding Reporting
Years. -; ;
"Unaffected System Utilization Rate" means, with respect to Unaffected Concession Metered Parking Spaces and as of any March 1, the percentage obtained by dividing (i) the total amount of Actual Operating Revenue derived from the operation of such spaces during the preceding Reporting Year plus the Required Closure Payments for such spaces for the preceding Reporting Year, by (ii) the total of the Measured Full Utilization Amounts for such spaces during that Reporting Year.
"Utilization Rate" means, with respect to a Concession Metered Parking Space: (i) as of March 1, 2013, the Utilization Rate assigned to the Concession Metered Parking Space on Amended Schedule 10: and (ii) as of any other date, the percentage obtained by dividing the Revenue Value (but without any deduction for the Rate to Fine Multiple Factor) by the Full Utilization Amount.
Section 1.2. Number and Gender. In this Agreement words in the singular include the plural and vice versa and words in one gender include all genders.
Section 1.3. Headings. The division of this Agreement into articles, sections and other subdivisions are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and shall not be considered part of this Agreement.
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Section 1.4. References to this Agreement. The words "herein," "hereby," "hereof," "hereto" and "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular portion of it. The words "Article," "Section," "paragraph," "sentence," "clause" and "Schedule" mean and refer to the specified article, section, paragraph, sentence, clause or schedule of or to this Agreement.
Section 1.5. References to Any Person. A reference in this Agreement to any Person at any time refers to such Person's permitted successors and assignees.
Section 1.6. Meaning of Including. In this Agreement, the words "include," "includes" or "including" mean "include without limitation," "includes without limitation" and "including without limitation," respectively, and the words following "include," "includes" or "including" shall not be considered to set forth an exhaustive list.
Section 1.7. Meaning of Discretion. In this Agreement, the word "discretion" with respect to any Person means the sole and absolute discretion of such Person.
Section 1.8. Meaning of Notice. In this Agreement, the word "notice" means "written notice," unless specified otherwise.
Section 1.9. Consents and Approvals. Unless specified otherwise, wherever the provisions of this Agreement require or provide for or permit an approval or consent by either Party,, such approval or consent, and any request therefor, must be in writing (unless waived, in writing by the other Party).
Section 1.10. Trade Meanings. Unless otherwise defined herein,1 words or abbreviations that have well-known trade meanings are used herein in accordance with those meanings.
Section 1.11. Laws. Unless specified otherwise, references to a Law are considered to be a reference to (i) such Law as it may be amended from time to time, (ii) all regulations and rules pertaining to or promulgated pursuant to such Law, (iii) the successor to the Law resulting from recodification or similar reorganizing of Laws and (iv) all future Laws pertaining to the same or similar subject matter. Nothing in this Agreement shall fetter or otherwise interfere with the right and authority of the City to enact, administer, apply and enforce any Law.
Section 1.12. Currency. Unless specified otherwise, all statements of or references to dollar amounts or money in this Agreement are to the lawful currency of the United States of America.
Section 1.13. Generally Accepted Accounting Principles. All accounting and financial terms used herein, unless specifically provided to the contrary, shall be interpreted and applied in accordance with generally accepted accounting principles in the United States of America, consistently applied.
Section 1.14. Calculation of Time. For purposes of this Agreement, a period of Days shall be deemed to begin on the first Day after the event that began the period and to end at 5:00 p.m. (Chicago time) on the last Day of the period. If, however, the last Day of the period does
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not fall on a Business Day, the period shall be deemed to end at 5:00 p.m. (Chicago time) On the next Business Day.
Section 1.15. Approvals, Consents and Performance by the City.
Procedures. Wherever the provisions of this Agreement require or provide for or permit an approval or consent by the City of or to any action, Person, Document, or other matter contemplated by this Agreement, the following provisions shall apply: (i) such request for approval or consent must (1) contain or be accompanied by any documentation or information required for such approval or consent in reasonably sufficient detail, as reasonably determined by the City, (2) clearly set forth the matter in respect of which such approval or consent is being sought, (3)form the sole subject matter of the correspondence containing such request for approval or consent, and (4) state clearly that such approval or consent is being sought; (ii)such approval or consent shall not be unreasonably or arbitrarily withheld, conditioned or delayed (unless such provision provides that such approval or consent may be unreasonably or arbitrarily withheld, conditioned or delayed or is subject to the discretion of the City); (iii) the City shall, within such time period set forth herein (or if no time period is provided, within 45 Days, subject to the City's right to extend such period for an additional l5 Days) after the giving of a notice by the Concessionaire requesting an approval or consent, advise the Concessionaire by notice either that it consents or approves or that it withholds its consent or approval, in which latter case it shall (unless such provision provides that such approval or consent may be unreasonably or arbitrarily withheld, conditioned or delayed or is subject to the discretion ofthe City) set forth, in reasonable detail, its reasons for withholding its consent or approval, which reasons may include the insufficiency, as determined by the City acting reasonably, of the information or documentation provided; (iv) if the responding notice mentioned in clause (iii) of this Section 1.15(a) indicates that the City does not approve or consent, the Concessionaire may take whatever steps may be necessary to satisfy the objections of the City set out in the responding notice and, thereupon, may resubmit such request for approval or consent from time to time and the provisions of this Section 1.15 shall again apply until such time as the approval or consent of the City is finally obtained; (v) if the disapproval or withholding of consent mentioned in clause (iv) of this Section 1.15(a) is subsequently determined pursuant to Article 19 to have been improperly withheld or conditioned by the City, such approval or consent shall be deemed to have been given on the date of such final determination; and (vi) for the avoidance of doubt, any dispute as to whether or not a consent or approval has been unreasonably withheld, conditioned or delayed shall be resolved in accordance with the provisions of Article 19.
Authority ofthe City. Wherever this Agreement provides that an act is to be taken or performed or approval or consent is to be given by the City, such act may be taken or performed or approval or consent may be given by the Mayor or the Chief Financial Officer of the City (or if that office is vacant, the City Comptroller) or the Director of the Department of Revenue of the City, without further action by the City Council of the City and the Concessionaire may rely thereon in all respects.
Approved Documents. Subject to the other provisions hereof, wherever in this Agreement an approval or consent by the City is required with respect to any document, proposal, certificate, plan, drawing, specification, contract, agreement, budget, schedule, report or other written instrument whatsoever (a "Document"), following such Approval such
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Document shall not be amended, supplemented, replaced, revised, modified, altered or changed in any manner whatsoever without obtaining a further Approval in accordance with the provisions of this Section 1.15.
Section 1.16. Enactment, Administration, Application and Enforcement of Laws by the City. Nothing in this Agreement shall fetter or otherwise interfere with the right and authority ofthe City to enact, administer, apply and enforce any Law. Except for Adverse Actions, Compensation Events and Delay Events or if compensation or other relief is otherwise available or provided for pursuant to applicable Law or this Agreement, the Concessionaire shall not be entitled to claim or receive any compensation or other relief whatsoever as a result of the enactment, administration, application or enforcement of any Law by the City.
Section 1.17. Incorporation of Schedules and Exhibit. The following attached Schedules and Exhibit are made a part of this Agreement:
Schedule 1 Metered Parking System Contracts
Schedule 2 Required Capital Improvements
Schedule 3 Operating Standards
Schedule 4 Metered Parking System Assets
Schedule 5 Metered Parking System
Schedule 6 Article 7 Methodology
Schedule 7 Concession Metered Parking Spaces
Schedule 8 INTENTIONALLY DELETED
Schedule 9 Initial Parking Fees
Schedule 10 Revenue Value
Schedule 11 Form of Legal Opinion of Counsel to the City
Schedule 12 Form of Legal Opinion of Counsel to the Concessionaire
Schedule 13 Financial Information
Schedule 14 Exempt Persons Statistical Sampling Methodology
"Schedule 15 Parking Zones
Exhibit A Metered Parking System Ordinance
In the event of any conflict between the terms of this Agreement and the terms of the
Schedules, the terms of this Agreement shall control.
ARTICLE 2
THE TRANSACTION; CLOSING; CONDITIONS PRECEDENT; COVENANTS
Section 2.1. Grant of Concession. Upon the terms and subject to the conditions of this Agreement, effective at the Time of Closing, (a) the Concessionaire shall pay the City the exact amount of $1,156,500,000 in cash (the "Consideration"') and (b) the City shall (i) grant the Concessionaire the right, concession and franchise for and during the term (the "Term") commencing on the Closing Date and expiring at 11:59 p.m. on February 29, 2084 (or such later date as may be required to effect a Delay Event Remedy but subject to earlier termination as provided in this Agreement) to provide Metered Parking Services, and in connection therewith (A) to use, operate, manage, maintain and rehabilitate the Metered Parking System; (B) to collect and retain Metered Parking Revenues derived from the Concession Metered Parking Spaces; and
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(C) to collect Metered Parking Revenues derived from the Reserve Metered Parking Spaces for the benefit of the City and to be compensated by the City for the provision of such Metered Parking Services with respect to Reserve Metered Parking Spaces; and (ii) assign, transfer and otherwise convey to the Concessionaire by bill of sale the Metered Parking System Assets, free and dear of any Encumbrances (other than Permitted City Encumbrances) and the Concessionaire shall accept each such grant, assignment, transfer and conveyance (collectively, the "Transaction"). The rights and franchise granted to the Concessionaire to use, operate, manage, maintain and rehabilitate the Metered Parking System and to collect and retain Metered Parking Revenues as provided in this Section 2.1 are subject to (A) the Reserved Powers of the City, which are expressly reserved to the City for the Term of the Agreement and (B) the provisions of the Coordinated Street Furniture Program Agreement dated June 28, 2002, by and between the City and JCDecaux Chicago, LLC.
No interest in real estate of any kind (whether in the form of ownership, leasehold interest or otherwise) is conveyed by this Agreement. With respect to the Reserve Parking Lots, the City grants to the Concessionaire the right to use the Reserve Parking Lots for Metered Parking System Operations.
The City reserves the right (i) to operate Other Metered Parking Spaces and (ii) to enter into additional concession agreements with respect to Metered Parking Spaces not then designated as Concession Metered Parking Spaces and not previously designated as a Concession Metered Parking Space at any time within the"20 years immediately preceding the effective date of such additional concession agreement (and the City hereby agrees that it will not enter into additional concession agreements with respect to Metered Parking Spaces that have been previously designated as Concession Metered Parking Spaces within 20 years immediately preceding the effective date of such concession agreement). The City hereby grants to the Concessionaire a right of first refusal with respect to the Metered Parking Spaces to be included in any proposed additional concession agreement for Metered Parking Spaces, which right of first refusal shall remain in effect for the Term of this Agreement. The City agrees, prior to offering a-concession or other arrangement to any other Person in respect of such Metered Parking Spaces, to enter into good faith negotiations with the Concessionaire in respect ofthe terms of a concession arrangement for such additional Metered Parking Spaces. If the City and the Concessionaire are not able to agree on the terms of a concession arrangement in respect of such Metered Parking Spaces after 60 Days of good faith negotiations, the City shall have the right to offer such concession to other Persons. If the City receives a bona fide offer from another Person for such new concession on terms that are acceptable to the City, the City shall offer to the Concessionaire in writing such concession for the same price and on the same terms offered by such third party for a period of 30 Days (for the purposes of this paragraph, the "right of first refusal"). If the Concessionaire has not accepted such written offer during such 30-Day period, the City shall have 60 Days in which to execute a concession agreement with such other Person on the same terms offered to the Concessionaire in writing. If after such 60-Day period the City has not executed a concession agreement on such terms with such other Person, the City shall have the right to offer such concession to any other Party on any other terms, provided that any resulting bona fide offer shall be subject to the Concessionaire's right, of first refusal, which shall remain in effect for the Term of this Agreement. If pursuant to good faith negotiations or the Concessionaire's right of first refusal, the City grants to the Concessionaire a concession in respect of any such additional Metered Parking Spaces, then such Metered Parking Spaces shall
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immediately and automatically (after payment to the City of the agreed consideration therefor) be included under the provisions of this Agreement as Concession Metered Parking Spaces and the Parties shall make any amendments to this Agreement necessary in respect thereof.
Section 2.2. Closing.
Subject to the satisfaction of all conditions precedent contained in Section 2.4 or the waiver by the Parties of any unsatisfied condition, the closing of the Transaction (the "Closing") shall take place on the first Business Day immediately after the 90-day period following December 4, 2008 or such other date agreed to in writing by the City and the Concessionaire (the "Closing Date"). The Closing shall be held at the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street, Chicago, Illinois 60661 or such other place agreed to in writing by the City and the Concessionaire. At the Time of Closing, the Concessionaire shall deliver or cause to be delivered to the City same-day funds by wire transfer in the amount of the Consideration (as adjusted pursuant to Section 2.2(b). Section 2.2(c) and Section 2.2(d)) in full payment of the Transaction, and upon receipt of such payment the Transaction shall be effective. Upon receipt ofthe funds described in the preceding sentence, the City shall immediately cancel and return the LOC, if any, in accordance with the Concessionaire's instructions.
All revenues, charges, costs and expenses with respect to Assumed Liabilities shall be prorated between the City and the Concessionaire as of 11:59 p.m. on the Day immediately preceding the Closing Date based upon the actual number of Days in the month and a 365-Day year and the required payment resulting from such proration shall be added to or subtracted from the Consideration accordingly. If final prorations cannot be made at the Closing, for any item being prorated under this Section 2.2(b). then the City and the Concessionaire shal.^ allocate such items on a fair and equitable basis as soon as revenue statements, invoices or.bills, are available, with final adjustment to be made as soon as reasonably possible after the Closing Date. The City and the Concessionaire shall have reasonable access to, and the right to inspect; and audit, the other's books to confirm the final prorations to the extent permitted by Law.
No more than 10 Days prior to the Closing Date, the City shall determine the then current Concession Metered Parking Spaces arid shall accordingly adjust Schedule 7 and Schedule 10. If the aggregate Initial Revenue Value taking into account any such adjustment to Schedule 10 varies from the aggregate Initial Revenue Value as of the Bid Date, then the Consideration shall be increased or decreased, as the case may be, by the same percentage as the percentage change in the aggregate Initial Revenue Value; provided, however, that any increase in the Consideration may not exceed one half of one percent (0.50%) without the prior written consent of the Concessionaire.
Using the 30 year, mid-market LIBOR swap rate in the "Money & Investing, Borrowing Benchmarks" section of The Wall Street Journal, from the close of business on the Business Day immediately prior to the Bid Date (as published on the Bid Date) through the close of business two Business Days prior to the Closing Date (as published on the Business Day immediately prior to the Closing Date), the amount of the Consideration will be decreased by four hundredths of one percent (4/100 of 1%) for every one basis point increase in the 30 year, mid-market LIBOR swap rate.
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Section 2.3. Deposit.
The City acknowledges receipt from the Concessionaire of cash (the "Cash Deposit") or one or more Letters of Credit with a term of at least 180 Days from December 4, 2008 (the "Closing LOC"). in an aggregate amount equal to, at the election of the Concessionaire, either $75,000,000 or 5% of the Consideration, to be held by the City for the sole purpose described in Section 2.3(b). The City shall deposit any Cash Deposit with the Escrow Agent, which shall invest such amount in Eligible Investrhents pending the Closing.
If the City terminates this Agreement pursuant to Section 2.4(d)(iv). then the City shall be entitled to (i) retain the Cash Deposit and all interest accrued thereon or, (ii) without notice to the Concessionaire, immediately draw the full amount of the Closing LOC upon presentation of a sight draft and a certificate confirming that the City has the right to draw under the Closing LOC in the amount of such sight draft, and the City shall be entitled to retain all of the proceeds of the Closing LOC, in each case as the sole remedy or right of the City against the Concessionaire hereunder {provided that this limitation shall not apply in the event of fraud); provided, however, that if this Agreement is terminated for any other reason, the City shall return any Cash Deposit and the interest earned thereon in accordance with the Concessionaire's reasonable instructions, or deliver, in accordance with the Concessionaire's reasonable instructions, the Closing LOC and agree to cancel the Closing LOC, in each case, immediately following any such termination [provided that this limitation shall not apply in the event of fraud). Except in cases involving fraud by the Concessionaire, the right of the City to retain'the Cash Deposit or to draw the Closing LOC is intended to be, and shall constitute, liquidated damages, and any payment thereof to the City shall terminate the City's rights and remedies in all respects.
At Closing, upon the satisfaction of the conditions set forth in Sections 2.4(a), 2.4(b) and 2.4(c). the Concessionaire shall be entitled to apply the Cash Deposit (including any accrued interest) as a credit against the Consideration.
Section 2.4. Conditions Precedent; Termination.
(a) Conditions for the Benefit of the Concessionaire. The Concessionaire shall be obligated to complete the Closing only if each of the following conditions has been satisfied in full at or before the Time of Closing, unless waived by the Concessionaire: (i) the representations and warranties of the City set forth in Section 9.1 shall be true and correct in all material respects on and as of December 4? 2008 and at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of December 4, 2008 or some other date need to be true and correct only as of such date; (ii) the City shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the City at or prior to the Time of Closing; (iii) the Initial Schedule of Parking Fees shall be in full force and effect; (iv) the City shall have delivered to the Concessionaire a legal opinion of counsel to the City, in substantially the form attached hereto as Schedule 11; (v) the City shall have executed and delivered the consents and estoppel certificate contemplated bv Section 10.2, (vi) [intentionally deleted]; (vii) the aggregate Initial Revenue Value of all Concession Metered Parking Spaces as ofthe Closing Date shall not be less than ninety five percent (95%) of the
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aggregate Initial Revenue Value of all Concession Metered Parking Spaces as of the Bid Date, (viii) no event has transpired between December 4, 2008 and the Closing Date that is not remedied as ofthe Closing Date and would have constituted an Adverse Action or a Reserved Powers Adverse Action had such event occurred during the Term; and (ix) there shall not have occurred a material casualty loss, destruction or damage to the Metered Parking System. As used in this Section 2.4(a) and in Section 2.5(i), a material casualty loss, destruction or damage to the Metered Parking System means the casualty, loss, damage or destruction of not less than 2,000 Concession Metered Parking Spaces such that those Metered Parking Spaces are not available as spaces for parking motor vehicles and collecting Metered Parking Fees.
Conditions for the Benefit ofthe City. The City shall be obligated to complete the Closing only if each ofthe following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by the City: (i) all representations and warranties of the Concessionaire in Section 9.2 shall be true and correct in all material respects on and as of December 4, 2008 at and as of the Time of Closing with the same force and effect as if made at and as of such time and date except that representations and warranties that by their terms speak only as of December 4, 2008 or some other date need be true and correct only as of such date; (ii) the Concessionaire shall not be in material breach of any material covenant on its part contained in this Agreement which is to be performed or complied with by the Concessionaire at or prior to the Time of Closing; and (iii) the Concessionaire shall have delivered to the City a legal opinion of counsel to the Concessionaire, in substantially the form attached hereto as Schedule 12.
Mutual Conditions. The City and the Concessionaire shall be obligated to complete the Closing only if each of the following conditions precedent has been satisfied in full at or before the Time of Closing, unless waived by both the City and the Concessionaire: (i) there shall be no preliminary or permanent injunction or temporary restraining order or other order issued by a Governmental Authority of competent jurisdiction or other legal restraint or prohibition enjoining or preventing the consummation ofthe Transaction; and (ii) there shall be no action taken, or any Law enacted, entered, enforced or deemed applicable to the Transaction by any Governmental Authority of competent jurisdiction that makes the consummation of the Transaction illegal.
(d) Termination. This Agreement may be terminated at any time prior to the Closing:
by mutual consent of the City and the Concessionaire in a written
instrument;
by either the City or the Concessionaire, upon notice to the other Party, if (A) any Governmental Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order, decree, ruling or other action has become final and nonappealable or (B) a challenge to the validity or enforceability of this Agreement or the City's right or authority to enter into this Agreement or consummate the transaction is filed with any court or other tribunal unless, within a reasonable time after the filing of such challenge, the City shall have agreed in writing to indemnify the Concessionaire and its Representatives for and against any losses, costs, damages and liabilities that may be incurred by or imposed on them as a result
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of such a challenge if the Concessionaire agrees to close the Transaction; provided, however, that the right to terminate this Agreement under this Section 2.4(d)(ii) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or resulted in, such action;
by the Concessionaire, upon notice to the City, if any condition set forth in Section 2.4(a) is not satisfied at the Time of Closing; provided, however, that the Concessionaire shall not have the right to terminate this Agreement under this Section 2.4(d)(iii) if the Concessionaire's failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of such condition or conditions to be satisfied; or
by the City, upon notice to the Concessionaire, if any condition set forth in Section 2.4(b) is not satisfied at the Time of Closing; provided, however, that the City shall not have the right to terminate this Agreement under this Section 2.4(d)(iv) if the City's failure to comply with any provision of this Agreement has been the cause of, or resulted in, the failure of such condition or conditions to be satisfied.
(e) Effect of Termination. In the event of termination of this Agreement by either the City or the Concessionaire as provided in Section 2.4(d), this Agreement shall forthwith become void and there shall be no liability or obligation on the part ofthe City or the Concessionaire or their respective Representatives, except as set forth in Section 2.3(b), this Section 2.4(e), Article 12, Article 19 and Article 20. In the event that the Concessionaire terminates this Agreement pursuant to Section 2.4(d)(iii), the City will compensate the Concessionaire for up to $2,000,000 of out-of-pocket costs incurred by the Concessionaire in connection with the transaction contemplated by this Agreement, ln the event of termination pursuant to Section 2.4(d)(i), (ii) or (iii), the Cash Deposit and all investment earnings accrued thereon shall be paid to the Concessionaire or the Closing LOC shall be returned undrawn to the Concessionaire marked canceled, as applicable.
Section 2.5. Covenants.
Cooperation. From December 4, 2008 up to the Time of Closing, the Parties shall cooperate with each other in order to permit the Closing to be consummated on the Closing Date.
Reasonable Efforts. From December 4, 2008 up to the Time of Closing, each Party shall use all reasonable efforts (i) to take, or cause to be taken, all actions necessary to comply promptly with all requirements under this Agreement and all legal requirements which may be imposed on such Party to consummate the Transaction as promptly as practicable, including, but not limited to, making any necessary filings, and (ii) to obtain (and to cooperate with the other Party to obtain) any Consent of any Governmental Authority or any other public or private third party which is required to be obtained or made by such Party in connection with the consummation ofthe Transaction. Each Party shall promptly cooperate with and promptly furnish information to the other in connection with any such efforts by, or requirement imposed upon, any of them in connection with the foregoing.
Injunctions. If any Governmental Authority of competent jurisdiction issues a preliminary or permanent injunction or temporary restraining order or other order before the
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Time of Closing which would prohibit or materially restrict or hinder the Closing, each Party shall use all reasonable efforts to have such injunction, decree or order dissolved or otherwise eliminated or to eliminate the condition that formed the basis for such injunction or order, in each case as promptly as possible and, in any event, prior to the Time of Closing. Except to the extent provided in Section 2.4(d)(ii). any costs associated with any action taken pursuant to this Section 2.5(c) shall be borne by the Party responsible for such injunction, decree, or order or, in the absence of any such responsibility, then each Party shall bear its own costs.
Operation of the Metered Parking System. From December 4, 2008 up to the Time of Closing, the City shall operate the Metered Parking System in the ordinary course in a manner consistent with past practice, which shall include using all reasonable efforts to preserve the goodwill of the Metered Parking System and to maintain good business relationships with Persons having business dealings with the Metered Parking System, to maintain the Metered Parking System Assets in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted), to perform (or cause to be performed) in all material respects all of the City's obligations under the Metered Parking System Contracts and to cause the Metered Parking System to be operated in all material respects in accordance with all applicable Laws (except to the extent any non-compliance is being contested in good faith by appropriate proceedings), all to the end that the Metered Parking System as a going concern shall be unimpaired and delivered to the Concessionaire at the Time of Closing in a condition not materially worse than the condition as of December 4, 2008; provided, however, that the City shall not amend, modify, renew, execute or otherwise negotiate any contracts relating to the Metered Parking System or the Metered Parking System Operations (exclusive of any contract for the enforcement of parking violations) after December 4, 2008 up to the Time of Closing without the prior written approval of the Concessionaire. The City, shall, up to and including the Time of Closing, be entitled to all of the cash or cash equivalents in or generated by the Metered Parking System (subject to the terms of Section 2.2(b) in the case of any cash or cash equivalents that are paid prior to the Time of Closing but are allocable to periods after the Time of Closing). Without limiting the foregoing, the City shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after December 4, 2008 and before the Time of Closing without the Concessionaire's consent, which shall not be unreasonably withheld, conditioned or delayed.
Metered Parking System Contracts. The Metered Parking System Contracts are listed on Schedule 1. At least 30 Days prior to the Closing Date, the Concessionaire shall designate any such Metered Parking System Contracts as Metered Parking System Contracts to be assigned to the Concessionaire by the City on the Closing Date. Following the Concessionaire's designation, the City shall designate any remaining Metered Parking System Contracts that are not to be assigned to the Concessionaire as Metered Parking System Contracts to be retained by the City following the Closing Date (so long as such retained Metered Parking System Contracts do not adversely affect the Concessionaire or the Metered Parking System or otherwise interfere with the operation of the Metered Parking System (or any of the rights or remedies ofthe Concessionaire hereunder and should not bind the Concessionaire or the Metered Parking System to any obligations)). All other Metered Parking System Contracts shall be terminated by the City, effective at the Time of Closing. Any liability under or related to any Metered Parking System Contract retained by the City following the Closing Date or terminated by the City on the Closing Date (including any liability resulting from the termination thereof),
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and any liability under or related to any Metered Parking System Contract that is assigned to the Concessionaire on the Closing Date attributable to periods prior to the effectiveness of the assignment thereof to the Concessionaire, shall be solely for the account of the City.
Disclosure of Changes.
From December 4, 2008 up to the Time of Closing, each Party shall immediately disclose in writing to the other Party any matter which becomes known to it which is inconsistent in any material respect with any of the representations or warranties contained in Article 9. No such disclosure, however, shall cure any misrepresentation or breach of warranty for the purposes of Section 2.4 or Article 12; and
From December 4, 2008 up to the Time of Closing, the City may supplement or amend the Schedules hereto, including one or more supplements or amendments to correct any matter which would constitute a breach of any representation, warranty, covenant or obligation contained herein. No such supplement or amendment shall be deemed to cure any breach for purposes of Section 2.4(a) or, subject to the following sentence, for any other purpose. Notwithstanding the previous sentence, if the Closing occurs, then, subsequent to the Time of Closing, any such supplement or amendment with respect to any representation or warranty contained in Section 9.1(d), (e), (f), (g), (j), (j) and (k) relating to a matter arising after December 4, 2008 will be effective to cure and correct for all purposes any inaccuracy in, or breach of, any such representation or warranty which would exist if the City had not made such supplement Or amendment, and all references to any Schedule hereto which is supplemented or amended as provided in this Section 2.5(f)(ii) shall (subject to the foregoing limitation) for all purposes after the Time of Closing be deemed to be a reference to such Schedule as so supplemented or amended.
Access to Information. From December 4, 2008 up to the Time of Closing, but subject to confidentiality obligations binding on the City with respect to any Person (provided that the City.has disclosed to the Concessionaire the existence ofthe applicable Document that is subject to such confidentiality limitation in order to enable the Concessionaire to evaluate the materiality and significance of the lack of disclosure based on such limitations)the City shall (i) give the Concessionaire and its Representatives reasonable access during normal business hours and on reasonable notice to the Metered Parking System, subject to the City's policies and regulations regarding safety and security and any other reasonable conditions imposed by the City, (ii) permit the Concessionaire and its Representatives to make such inspections as they may reasonably request and (iii) to furnish the Concessionaire and its Representatives with such financial and operating data and other information that is available with respect to the Metered Parking System as they may from time to time reasonably request. The Concessionaire shall hold and will cause its Representatives to hold in strict confidence all Documents and information concerning the Metered Parking System to the extent and in accordance with the terms and conditions ofthe confidentiality agreement between the City and the Concessionaire in connection with the Transaction. After the Closing Date, the Concessionaire shall at the request of the City, in connection with claims or actions brought by or against third parties based upon events or circumstances concerning the Metered Parking System, (A) provide reasonable assistance in the collection of information or Documents and (B) make the Concessionaire's employees available when reasonably requested by the City; provided, however, that the City
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shall reimburse the Concessionaire for all reasonable out-of-pocket and documented costs and expenses incurred by the Concessionaire in providing said assistance and will not unduly interfere with the Concessionaire's operations.
(h) Transition. From December 4, 2008 up to the Time of Closing, the Parties shall
cooperate with each other to ensure the orderly transition of control, custody, operation,
management, maintenance of, and the right to charge and collect Metered Parking Revenues in
connection with, the Metered Parking System at the Time of Closing. The City shall take all
efforts as may be necessary in order to ensure such orderly transition and provide to the
Concessionaire with all Information and Documents related to the Metered Parking System
Operations. At the request of the Concessionaire, the City will provide to the Concessionaire, for
up to four months following the Closing, the services of any employee whose primary
responsibilities relate to the Metered Parking System (or the services of other City employees
who are assigned for such purpose). All such services shall be provided for an amount equal to
the actual cost to the City (including employment costs and related overhead expenses allocable
to such employees, as reasonably determined by the City), which amount shall be billed to the
Concessionaire as soon as reasonably practicable following the end of each month and shall be
payable by the Concessionaire within 30 Days of receipt of any such statement, and upon such
other reasonable terms and conditions as the City and the Concessionaire may agree.
(i) Casualty Loss Prior to Closing. If prior to the Time of Closing, a material
casualty loss, destruction or damage to the Metered Parking System has occurred and this
Agreement has not been terminated under Section 2.4(d), then the City shall'either (i) promptly
and diligently repair and rebuild the affected parts of the Metered Parking System to. restore them
to at least the same condition in which they were before the occurrence of such casualty loss,
destruction or damage or (ii) authorize the Concessionaire to repair the Metered Parking System
and assign to the Concessionaire all insurance and other proceeds (if any) payable by third-party
insurers or other third parties in respect of such casualty loss, destruction or damage and enforce
(with the cooperation of the Concessionaire) all of its rights, remedies and privileges under any
applicable insurance policies with third-party insurers; provided that if no insurance exists or
such insurance proceeds are not sufficient to repair and rebuild the affected parts of the Metered
Parking System to its prior condition, then the City shall reimburse the Concessionaire for that
amount representing the difference between the cost to repair and the amount of any insurance
proceeds.
(j) Policies of Insurance. From December 4, 2008 up to the Time of Closing, the City shall continue in force all applicable policies of insurance maintained by the City in respect of the Metered Parking System. At the Time of Closing, all such policies of insurance shall terminate and the Concessionaire shall be responsible for obtaining insurance for the Metered Parking System in accordance with the terms hereof.
(k) Damage or Destruction. The City shall not perform or fail to perform any act which as a result would cause material damage to or the destruction of the Metered Parking System and such damage or destruction would have a Material Adverse Effect. For the avoidance of doubt whether or not sufficient insurance is in place shall be disregarded for the purposes of this Section 2.5 (k).
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(1) Operational Matters. The City shall consult with the Concessionaire with respect to any Metered Parking System operation matters of a material nature prior to the Time of Closing.
Section 2.6. Intended Treatment for Federal and State Income Tax Purposes. This Agreement is intended for United States federal and state income Tax purposes to be a sale of the Metered Parking System and the Metered Parking System Assets to the Concessionaire and the grant to the Concessionaire of a right for and during the Term to collect and retain Metered Parking Revenues. Payments made by the City to the Concessionaire in connection with Quarterly Settlement Amounts, or payments made by the Concessionaire to the City in connection with the generation of a Settlement Credit pursuant to Section 7.6(b) shall for United States federal and state income tax purposes be deemed to be an adjustment to the Consideration for such sale of the Metered Parking System (but not the Metered Parking System Assets) and the grant ofthe rights to collect and retain Metered Parking Revenues with respect to Concession Metered Parking Spaces. The City and the Concessionaire agree that the Consideration will be allocated among the assets that the Concessionaire is obtaining the use of pursuant to this Agreement using the residual allocation provisions of Section 1060 of the Internal Revenue Code of 1986, in the following order: (i) no allocation to Class I assets; (ii) no allocation to Class II assets; (iii) no allocation to Class III assets; (iv) no allocation to Class IV assets; (v) (A) an allocation equal to $33,824,950 to the tangible value of the Metered Parking System Assets described1 iri clause (i) of the definition thereof (other than Reserve Parking Lo'tsX'which is an allocation equal to the fair market value of such Class V assets based on the higher ofthe City's original cost for such Class V assets minus any depreciation taken on such Class V assets or the replacement costs for such Class V assets as determined by the City, (B) an allocation equal to fair market value to the tangible property included in the Metered Parking System other than the property described in subclause (A) of this clause (v), and (C) an allocation equal to fair market value to any intangible assets acquired from the City other than intangible assets described in Section 197 ofthe Internal Revenue Code of 1986 (or any comparable successor provision); (vi) an allocation equal to fair market value to any Class VI asset; and (vii) any remaining portion of the Consideration allocated to Class VII assets. This allocation is made pursuant to Section 1060 of the Internal Revenue Code of 1986 and Section 1.1060-1 (c)(4) of the Income Tax Regulations.
Section 2.7. Closing Deliveries. At the Time of Closing, each Party shall execute and deliver all assets, agreements, bills of sale, assignments, endorsements, instruments and Documents as are reasonably necessary in the opinion ofthe other Party to effect the Transaction (and in form and substance that are reasonably satisfactory to such other Party).
Section 2.8. Effective Date of Amended and Restated Agreement. Notwithstanding Section 2.4. this Agreement becomes effective as of the date of signing by each party, not to be a date prior to the Effective Date Of First Amendment.
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ARTICLE 3 TERMS OF THE CONCESSION
Section 3.1. Right to Use and Present Condition.
Right to Use. The City agrees that, subject to the City's remedies upon a Concessionaire Default, the Concessionaire shall, at all times during the Term, be entitled to and shall have the use of the Metered Parking System and the rights and privileges granted to the Concessionaire hereunder, subject to (i) the provisions contained in this Agreement and (ii) the police and regulatory powers of the City including the Reserved Powers. The City and the Concessionaire acknowledge that the Concessionaire's rights to use the Metered Parking System, to collect and retain Metered Parking Revenues from the Concession Metered Parking Spaces and to be compensated for operating and maintaining the Reserve Metered Parking Spaces, are subject to the right of the City, in accordance with the terms of this Agreement, to monitor compliance with this Agreement to ensure that the Metered Parking System is used and operated as required by this Agreement. The City shall, at all times during the Term, defend (i) its lawful right to impose fees and charges for the privilege of parking motor vehicles in Metered Parking Spaces and to impose and collect fines for violations of parking rules and regulations related to. Metered Parking Spaces and (ii) the rights granted to the Concessionaire hereunder, or any portion thereof, against any Person claiming any interest adverse to the City or the Concessionaire in the Metered Parking System, or any portion thereof, or the Reserved Powers ofthe City, except where such adverse interest arises as a result of the act, omission, negligence, misconduct or violation of Law of the Concessionaire, its Affiliates or their respective Representatives.
Present Condition. Without limiting any rights or remedies of the Concessionaire in connection with a breach of the representation and warranty in Section 9.Ug)(i) the Concessionaire understands, agrees and acknowledges that the Concessionaire (i) by the execution of this Agreement, agrees to accept the Metered Parking System "AS IS" at the Time of Closing and (ii) has inspected the Metered Parking System and is aware of its condition and acknowledges that the City neither has made nor is making any representation or warranty, express or implied, regarding the condition of the Metered Parking System (or any part thereof) or its suitability for the Concessionaire's proposed use, except for representations explicitly provided in Section 9.1.
Section 3.2. Metered Parking System Operations.
(a) Use. Except as otherwise specifically provided herein, the Concessionaire shall, at all times during the Term, (i) be responsible for all aspects of the Metered Parking System Operations, and (ii) cause the Metered Parking System Operations to be performed in accordance with the provisions of this Agreement and applicable Law. The Concessionaire shall, at all times during the Term, cause the Metered Parking System to be continuously operational for use during the applicable Periods of Operation of Concession Metered Parking Spaces and Reserve Metered Parking Spaces by all members of the public except that the Concessionaire shall not be obligated to conduct Metered Parking System Operations with respect to a Metered Parking Space (A) during any period of time during which the City has suspended Metered Parking System Operations with respect to such Metered Parking Space including, but not limited to, any
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suspension resulting from a Required Closure, (B) as specifically permitted under this Agreement, (C) as required by applicable Law, (D) as necessary to comply with any other requirement of this Agreement (including closures related to the performance of capital improvements or maintenance or repair activities as required by the Operating. Standards), (E) as necessary for temporary closures required to address emergencies, public safety, temporary events or closures undertaken to maintain the public way or (F) as necessary to perform maintenance or repairs of the Metering Devices.
Costs and Expenses. Except as otherwise specifically provided herein, the Concessionaire shall, at all times during the Term, pay or cause to be paid all costs and expenses relating to the Metered Parking System Operations as and when the same are due and payable.
Assumed Liabilities. The Concessionaire agrees to assume and discharge or' perform when due, all debts, liabilities and obligations whatsoever relating to the Metered Parking System or the Metered Parking System Operations that occur, arise out of or relate to, or are based on facts or actions occurring, during the Term, but only to the extent such debts, liabilities or obligations do not arise from or relate to any breach by the City of any covenant, representation or warranty set forth in this Agreement (collectively, the "Assumed Liabilities"); provided, however, that the Assumed Liabilities shall not include, and the City shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations (i) with respect to the City's obligations under this Agreement, (ii) arising out of Metered Parking System Operations (including with respect to any Metered . Parking System Contracts) prior to the Time of Closing, (iii) under any Environmental Law arising out of or relating to the ownership, operation or condition of the Metered Parking System . at any time prior to the Time of Closing or any Hazardous Substance or other contaminant that was present or released on or migrated or escaped or was released from the Metered Parking System or otherwise existed at any time prior to the Time of Closing and including any known or unknown environmental conditions and any pre-existing conditions prior to the Time of Closing the manifestation of which occurs following the Time of Closing, or (iv) under any Environmental- Law arising out of or relating to the ownership, operation or condition of the Reserve Parking Lots or any Hazardous Substance or other contaminant that was present or released on or migrated or escaped or was released from the Reserve Parking Lots and including any known or unknown environmental conditions (collectively, the "Excluded Liabilities").
Right of Entry and Access to the Public Way. The City hereby grants to the Concessionaire and its Representatives the right to enter upon, in, under, over and across the streets, alleys, sidewalks in the public way, all to such extent and at such times as shall be necessary or desirable for the Concessionaire to access the Metered Parking System (including the Metering Devices and all supporting structures and appurtenances thereto, and the Reserve Parking Lots) in order to conduct Metered Parking System Operations, including operating, maintaining, inspecting, repairing and managing Metered Parking System properties, constructing, installing, replacing, testing, dismantling and removing Metering Devices and all supporting structures and appurtenances thereto, interconnecting the same to any electric utility, telephonic or other communication lines, collecting Metered Parking Revenues, and installing monitoring or observation technology or equipment reasonably necessary for Metered Parking System Operations. The rights granted to the Concessionaire under this Section 3.2(d) do not create a priority in favor of the Concessionaire over any other user of the public way and are
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subject to the Operating Standards and all provisions of Law, including, but not limited to, applicable City permit requirements, relating to the conduct of a private business or franchise in the public way.
(e) Issuance of Parking Tickets. The City retains the exclusive right to establish and to revise from time to time all parking rules and regulations in accordance with Section 1.1. The Concessionaire shall have the right, at its sole cost and expense, to issue parking tickets or citations for violations of the parking rules and regulations with respect to the Concession Metered Parking Spaces and Reserve Metered Parking Spaces, provided that such tickets or citations must be in the form prescribed by the City, that the issuance of such tickets and citations shall otherwise be subject to applicable City rules and regulations and the performance by the Concessionaire must conform to the Operating Standards. The City shall provide to the Concessionaire, at the Concessionaire's sole cost and expense, parking ticket books or rolls and other items and materials reasonably necessary to enable the Concessionaire to issue parking tickets or citations as contemplated by this Section 3.2(e). The City retains the right and responsibility to provide all other enforcement of parking rules and violations. Parking tickets issued by the Concessionaire pursuant to this Section 3.2(e) shall have the same legal efficacy as parking tickets issued by the City.
Section 3.3. Operator.
(a) Engagement. The Metered Parking System Operations shall, at all times during the Term, be under the direction and supervision of an active operator with the expertise, qualifications, experience, competence, skills and know-how to perform the Metered Parking System Operations in accordance with this Agreement (an "Operator"") who may be (but is not required to be) the Concessionaire itself or its Affiliate. The Operator on the first day of the Term shall be the Concessionaire unless the Concessionaire has designated another Person to be the Operator in the response to the request for Metered Parking System concessionaire qualifications delivered by or on behalf of the Concessionaire to the City in connection with the execution .of this Agreement. The Concessionaire shall not engage pr appoint a replacement Operator unless the City has Approved such Operator or such Operator and replacement Operator are Affiliates of the Concessionaire in which case no such Approval shall be required; provided, however, that ,(i) a Change in Control of an Operator shall be deemed to be the appointment of a replacement Operator subject to the City's Approval and (ii) if the City does not provide the Concessionaire with the relevant Approval, the Concessionaire shall be entitled to appoint an interim Operator without the City's Approval for a period of up to 180 Days from the date of appointment of such interim Operator. The Operator shall at all times be subject to the direction, supervision and control (by ownership, contract or otherwise) of the Concessionaire, and any delegation to an Operator shall not relieve the Concessionaire of any obligations, duties or liability hereunder. The Concessionaire shall immediately notify the City upon the termination or resignation of an Operator. Any agreement between the Concessionaire and any Operator shall by its terms terminate without penalty at the election of the City or the Operator upon three Business Days' notice to such Operator or the City, as applicable, upon the termination of this Agreement. The Operator shall have no interest in or rights under this Agreement or the Metered Parking System unless the Operator is the Concessionaire itself.
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(b) Approval. The City's Approval of a proposed replacement Operator may be withheld if the City reasonably determines that the engagement of such proposed Operator is prohibited by applicable Law or such proposed Operator is not capable of performing the Metered Parking System Operations in accordance with this Agreement, which determination may be based upon, or take into account, one or more of the following factors: (i) the financial strength and integrity of the proposed Operator, its direct or indirect beneficial owners and each of their respective Affiliates; (ii) the capitalization of the proposed Operator; (iii) the experience of the proposed Operator in operating on street metered parking systems; (iv) the background and reputation ofthe proposed Operator, its direct or indirect beneficial owners, each of their respective officers, directors and employees and each of their respective Affiliates (including the absence of criminal, civil or regulatory claims or actions against any such Person and the quality of any such Person's past or present performance on other projects); and (v) the proposed terms of the engagement ofthe Operator. The City shall have the right to reasonably condition its Approval of a proposed replacement Operator. •
Section 3.4. Authorizations; Qualifications.
Compliance. The Concessionaire shall obtain, comply with, promptly renew and maintain in good standing all Authorizations; provided, however, that if the Concessionaire is, at any time during the Term, required to obtain any Authorization from a Governmental Authority that the City was not required to obtain in connection with its operation of the Metered Parking System prior to the Time of Closing, the City shall use its reasonable efforts to assist the Concessionaire in obtaining such Authorization. Nothing in this Agreement, including Section-2.1, shall be deemed to waive or modify any Authorization required to be obtained by the Concessionaire or any other Person in connection with the Metered Parking System, the Metered Parking System Operations or any activities generating Metered Parking Revenues.
Qualifications. The Concessionaire shall, at all times during the Term, maintain in full force and effect its existence and all qualifications necessary to carry on its business pertaining to the Metered Parking System Operations, including all rights, franchises, licenses, privileges and qualifications required in connection with the Metered Parking System Operations. For the avoidance of doubt, the foregoing shall not prohibit or limit the Concessionaire from changing its organizational form or status, subject to the terms of Section 17.1(e).
Section 3.5. No Encumbrances.
(a) By the Concessionaire. The Concessionaire shall not do any act or thing that will create any Encumbrance (other than a Permitted Concessionaire Encumbrance) against the Metered Parking System and shall promptly remove any Encumbrance (other than a Permitted Concessionaire Encumbrance) against the Metered Parking System, unless the Encumbrance came into existence as a result of an act of or omission by the City or a Person claiming through it which in turn was not caused by an act or omission of the Concessionaire. The Concessionaire shall not be deemed to be in default hereunder if the Concessionaire continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall operate to prevent the foreclosure of any such Encumbrance, provided that the Concessionaire has given (i) advance notification to the City that
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it is the intent ofthe Concessionaire to contest the validity or collection thereof or cause such contest and (ii) unless a bond or other security is provided in connection with such proceedings, a satisfactory indemnity to the City or deposited with the City a Letter of Credit, indemnity bond, surety bond, cash or Eligible Investment reasonably satisfactory to the City in an amount equal to the amount of the claim or Encumbrance, plus such interest and penalties, court costs, or other charges as the City may reasonably estimate to be payable by the Concessionaire at the conclusion of such contest or as is required to provide insurance over any potential Encumbrance; provided, however, that in the event such Letter of Credit bond, cash or Eligible Investment shall be so deposited, the same shall be held by the City until such claim or other imposition shall have been released and discharged and shall thereupon be promptly returned to the Concessionaire, less any amounts reasonably expended by the City to procure such release or discharge, or any loss, cost, damage, reasonable attorneys' fees or expense incurred by the City by virtue ofthe contest of such Encumbrance.
By the City. The City shall not do any act or thing that will create any Encumbrance (other than a Permitted City Encumbrance) against the, Metered Parking System and shall promptly remove any Encumbrance (other than a Permitted City Encumbrance) against the Metered Parking System that came into existence as a result of an act of or omission by the City or a Person claiming through the City. The City shall not be deemed to be in default hereunder if the City continuously, diligently and in good faith contests any such Encumbrance, or the validity thereof (or causes such contest), by appropriate legal proceedings that shall' operate to prevent the foreclosure of any such Encumbrance, provided that the City has given advance notification to the Concessionaire that it is the intent of the City to contest the validity or collection thereof or cause such contest.
Removal. Each Party, if requested by the other Party and at such other Party's , costs and expense, shall use its reasonable efforts to assist such other Party in attempting to remove any Encumbrance that has come into existence as a result of an act of or omission by such other Party; provided that nothing herein shall obligate the. City to waive, modify or ' otherwise limit or affect the Reserved Powers or the enforcement by the City of any applicable Law with respect to the Metered Parking System or any activities generating Metered Parking Revenues.
Section 3.6. Single Purpose Covenants. The Concessionaire shall, at all times during the Term, (i) be formed and organized solely for the purpose of owning the Concessionaire Interest and using, possessing, operating and collecting Metered Parking Revenues with respect to and otherwise dealing with the Metered Parking System (and carrying out the Metered Parking Services and other activities permitted pursuant to this Agreement (and any activities reasonably incidental thereto)), (ii) not engage in any business unrelated to clause (i) above, (iii) not have any assets other than those related to its activities in accordance with clauses (i) and (ji) above, (iv) except as appropriate for Tax reporting purposes or in connection with consolidated financial statements, maintain its own separate books and records and its own accounts, (v) observe all corporate, limited partnership or limited liability company, as applicable, formalities and do all things necessary to preserve its existence, (vi) not guarantee or otherwise obligate itself with respect to the debts of any other Person provided that the Concessionaire may guarantee or otherwise obligate itself with respect to the debt of any Person who is a special purpose entity formed and organized solely for the purpose of engaging in the business of providing parking for
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motor vehicles and provided further, if the Collateral Assignment Debt is incurred at the holding company level (that is, by the Concessionaire's parent entity), then the Concessionaire shall have the right to guarantee such parent entity's obligations and liabilities in respect of such Collateral Assignment Debt, so long as such parent entity is in itself a special purpose entity formed and organized solely for the purpose of owning the Concessionaire and other single purpose affiliates of the Concessionaire engaged in the business of providing parking for motor vehicles), (vii) except as expressly permitted hereby or by any Collateral Assignment or in connection in the ordinary course of business of the Metered Parking System, not pledge its assets for the benefit of any other Person and (viii) maintain adequate capital in light of its contemplated business operations.
Section 3.7. Rights of the City to Access and Perform Work on the Metered Parking System.
(a) Reservation of Rights. The City (and its Representatives, grantees, tenants, licensees and others claiming by, through or under the City) shall, at all times during the Term, retain all property rights associated with the City's ownership of the Reserve Parking Lots. The City shall have access to the Metered Parking System and each and every part thereof (provided that no access is granted to the cash collections, Metering Device keys and locks, or any software or intangibles) at all reasonable times and upon reasonable prior notice to perform each of the following at the City's own cost and expense (other than if pursuant to clause (ii) or (iii)):
to inspect the Metered Parking System (including the Reserve Parking Lots) or determine whether or not the Concessionaire is in compliance with its obligations under this Agreement or applicable.Law pursuant to Section 8.3:
if a Concessionaire Default then exists, to make any necessary repairs to the Metered Parking System and the Reserve Parking Lots and perform any work therein pursuant to Section 16.1(b)(iii);
in the event of an emergency or danger that threatens to cause injury to individuals (or damage to property) or to impair the continuous operation of the Metered Parking System or to impair the enforcement of parking violations or traffic control regulations and if the Concessionaire is not then taking all necessary steps to rectify or deal with, said emergency or danger, to take actions as may be reasonably necessary to rectify such emergency or danger (in which case, no notice shall be necessary);
to use the Reserve Parking Lots or any part thereof for any and all
purposes;
to (A) install, design, manage, maintain, repair and rehabilitate any existing or future utilities or similar services (whether provided by the City or third parties at the City's instruction) in, on, under, across, over or through the Reserve Parking Lots (including water and sewer lines, power transmission lines, fiber optic cable, other communications and other equipment), (B) grant easements and rights on, over, under or within the Reserve Parking Lots for the benefit of suppliers or owners of any such utilities or services and (C) use the Metered Parking System in connection with any such installation, design, management,
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maintenance, repair or rehabilitation {provided that notwithstanding the foregoing clauses (A), (B) and (Q the Concessionaire shall have the right, at all times during the Term, to install, design, manage, maintain, repair and rehabilitate utilities or other services for its own account (and not for lease, resale or service to third parties) to the extent that the said utilities or services are necessary for the Metered Parking System Operations); and
(vi) to, solely in accordance with the terms hereof, do any other act or thing that the City may be obligated to do or have a right to do under this Agreement;
provided, however, that the City shall use reasonable efforts to minimize interference with the Metered Parking System Operations or the value of the Metered Parking System Assets in connection with any entry on the Reserve Parking Lots pursuant to this Section 3.7(a).
Access Rights. The City and any of its Representatives, grantees, tenants, licensees and others claiming by, through or under the City, during the progress of any work referred to in this Section 3.7 shall have all necessary access rights and may keep and store at the Reserve Parking Lots all necessary materials, tools, supplies, equipment and vehicles, in a reasonably neat and orderly fashion in compliance with all Laws and so as to not unreasonably interfere with the Concessionaire's conduct of business. To the extent that the City undertakes work or repairs under this Section 3.7 or any other provision of this Agreement, such work or repairs shall be commenced and diligently completed in a good and workmanlike manner, in accordance with any applicable Operating Standards and in such a manner as not to unreasonably interfere with the conduct of business in or use of such space.
Effect of Reservation. Any reservation of a right by the City and any of its Representatives, grantees, tenants, licensees and others claiming by, through or under the City to enter the Metered Parking System and to make or perform any repairs, alterations, Restoration or other work in, to, above, or about the Metered Parking System which is the Concessionaire's obligation pursuant to this Agreement, shall not be deemed to (i) impose any obligation on the City to do so, (ii) render the City liable to the Concessionaire or any other Person for the failure to do so or (iii) relieve the Concessionaire from any obligation to indemnify the City as otherwise provided in this Agreement. Nothing in this Agreement shall impose any duty upon, the part of the City to do any work required to be,performed by the Concessionaire hereunder and performance of any such work by the City and any of its Representatives, grantees, tenants, mortgagees, licensees and others claiming by, through or under the City shall not constitute a waiver ofthe Concessionaire's default in failing to perform the same.
Section 3.8. Intentionally deleted.
Section 3.9. Intentionally deleted.
Section 3.10. Payment of Taxes. Except as otherwise provided in this Section 3.10 and Section 7.1. the Concessionaire shall pay when due all Taxes payable during the Term in respect of the use or conduct of business with respect to the Metered Parking System and the Reserve Parking Lots, including any Parking Taxes, which the Concessionaire is obligated to collect from customers of the Metered Parking System and remit to the City or other Governmental Authority, as required by the applicable Law, it being understood that the Concessionaire shall
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have discharged its obligation to pay Parking Taxes in respect of the Metered Parking Fees collected from the Reserve Parking Lots by making the Reserve Metered Parking Spaces Payment with respect to the Reserve Metered Parking Spaces in such lots in accordance with Section 7.1. The City reserves the right, without being obligated to do so, to pay the amount of any such Taxes not timely paid and which are not being contested by the Concessionaire, and the amount so paid by the City shall be deemed additional consideration hereunder, due and payable by the Concessionaire within 10 Business Days after written demand by the City. The Concessionaire shall have the right to contest in good faith the validity or amount of any Taxes which it is responsible to pay under this Section 3.10; provided, however, that (i) the Concessionaire has given prior notice to the City of each such contest, (ii) no contest by the Concessionaire may involve a reasonable possibility of forfeiture or sale of the Metered Parking System, and (iii) upon the final determination of any contest by the Concessionaire, if the Concessionaire has not already done so, the Concessionaire shall pay any amount found to be due, together with any costs, penalties and interest. The Concessionaire shall not be liable for, and the City shall indemnify and hold the Concessionaire (and with respect to any New Agreement, the Collateral Assignee) harmless from and against, any (A) sales, use or similar Tax imposed by the State of Illinois, the City or any other unit of local government in the State of Illinois on the Consideration; (B) transfer, stamp, deed recording or similar Tax imposed by the State of Illinois, the City or any other unit of local government in the State of Illinois by reason ofthe execution and delivery of this Agreement or any grant or transfer to the Concessionaire by the City at Closing or any New Agreement and (C) Property Taxes.
Section 3.11. Utilities. The Concessionaire shall pay when due all charges (including all applicable Taxes and fees) for gas, electricity, light, heat, power, telephone, water and other utilities and services used in the Metered Parking System Operations or supplied to the Metered Parking System during the Term; provided, however, that with respect to the Reserve Parking Lots, the Concessionaire shall pay all such charges only as applicable to the Metering Devices for such lots. Upon request of the City, the Concessionaire shall forward to the City, within 15. Days following the respective due dates, official receipts, photocopies thereof, or other evidence satisfactory to the City, acting reasonably, of the payment required to be made by the Concessionaire in accordance with this Section 3.11.
Section 3.12. Competing Off-Strcct Parking.
Subject to Section 3.12(b) and Section 3.12(c). the City will not operate, and will not permit the operation of, a "Competing Public Parking Facility." A "Competing Public Parking Facility" means any off-street public parking lot or public parking garage that (i) is (A)owned or operated by the City or (B)operated by any Person and located on land owned by the City, or leased to the City, (ii) is within one mile of a Concession Metered Parking Space, (iii)is used primarily for general public parking; (iv) has a schedule of fees for parking motor vehicles that is less than three times the highest Metered Parking Fees then in effect for Concession Metered Parking Spaces in the same area; and (v) was not used for general public parking on December 4, 2008.
As used in Section 3.12(a). the term "Competing Public Parking Facility" does not include (i) any parking lot or parking garage located at, or providing parking for motor vehicles in connection with the regular operations of public buildings and facilities including, but
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not limited to, any airport, courthouse, correctional facility, police station, fire station, administrative building, public school, public library, public park or recreational facility, public hospital or similar government building; (ii) any parking facility located at, or within one-half mile of, any sports stadium or sports arena having a seating capacity in excess of 15,000; (iii) park and ride facilities that arc used primarily by mass transit passengers; (iv) temporary parking facilities used for Special Events; (v) any parking facility that is used primarily to provide parking for an affordable housing development or a public housing project; and (vi) any Reserve Parking Lots.
(c) If the City undertakes or permits a Competing Public Parking Facility in violation of Section 3.12(a). such action shall constitute a Compensation Event requiring the payment of Concession Compensation. Such action shall not constitute a City Default, an Adverse Action or a Reserved Powers Adverse Action. No interest in real estate is conveyed by Section 3.12.
Section 3.13. Notices of Defaults and Claims.
Notice by the Concessionaire. The Concessionaire shall promptly give notice to the City (i) if the Concessionaire becomes aware that a Concessionaire Default has occurred under this Agreement {provided, however, that the failure to give such notice shall not constitute an independent Concessionaire Default) and (ii) of all material claims, proceedings, disputes (including labor disputes) or litigation in respect of the Concessionaire pertaining to the Metered Parking System, the Metered Parking System Operations or the City (whether or not such claim, proceeding or litigation is covered by insurance) of which the Concessionaire is aware (other than'as a result of a notice to the Concessionaire from the City). The Concessionaire shall provide the City with all reasonable information requested by it from time to time concerning the status of such claims, proceedings or litigation.
Notice by the City. The City shall promptly give notice to the Concessionaire (i) if the City becomes aware that a City Default has occurred under this Agreement {provided, however* that the failure to give such notice shall not constitute an independent City Default) and (ii) of all material claims, proceedings, disputes (including labor disputes) or litigation in respect ofthe City pertaining to the Metered Parking System, the Metered Parking System Operations or the Concessionaire (whether or not such claim, proceeding or litigation is covered by insurance) of which the City is aware (other than as a result of a notice to the City from the Concessionaire). The City shall provide the Concessionaire with all reasonable information requested by it from time to time concerning the status of such claims, proceedings or litigation.
Section 3.14. Assignment of Operating Agreements and Plans. At the request of the City, the Concessionaire shall collaterally assign, to the extent reasonably practicable, to the City, in form and substance satisfactory to the City, acting reasonably, all of the right, title and interest of the Concessionaire in, to and under all or any of the Operating Agreements and all present and future specifications, plans, drawings, information and documentation in relation to the Metered Parking System Operations except to the extent any of the foregoing involve proprietary information (collectively, the "Operating Agreements and Plans") as collateral security to the City for the observance and performance by the Concessionaire of its covenants and obligations under this Agreement. The Concessionaire covenants that it shall cause all ofthe right, title and interest ofthe Concessionaire in, to and under all Operating Agreements and Plans
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entered into or created after the Time of Closing to be collaterally assignable to the City for the purposes of this Section 3.14. The City acknowledges that the Operating Agreements and Plans may also be assigned as security to a Collateral Assignee and that each of the City and such Collateral Assignee shall be entitled to use the Operating Agreements and Plans in enforcing their respective security as hereinafter provided. Without limiting the generality of the foregoing, but subject to the City's assumption of future liabilities under the Operating Agreements and Plans and to Article 18, the City shall be entitled to use the Operating Agreements and Plans in each of the following events: (i) if the City terminates this Agreement without a concession agreement being granted to a Collateral Assignee or nominee thereof pursuant to the provisions of Article 18; and (ii) if the City elects to use the Operating Agreements and Plans to remedy a Concessionaire Default under this Agreement. Notwithstanding the foregoing, in the event that any such Collateral Assignee has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article 18, or otherwise, and is using the Operating Agreements and Plans in respect of the Metered Parking System Operations, the City shall not be entitled to use the Operating Agreements and Plans in enforcing its security, it being acknowledged that any assignment of the Operating Agreements and Plans to a Collateral Assignee shall have priority at all times over any assignment of the Operating Agreements and Plans to the City. The Concessionaire shall promptly deliver to the City, at the sole cost and expense of the Concessionaire, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and Plans.
Section 3.15. City Use of Information and Records. In connection with the exercise of its Reserved Powers, the City shall be entitled to access to all records, electronic data and other information collected and retained by the Concessionaire with respect to the Metered Parking System Operations to the extent needed or useful to the City in connection with the enforcement of traffic and parking regulations, the identification of parking violations, the imposition and collection of parking fines and the adjudication of parking enforcement cases.
Section 3.16. Metering Devices. The Concessionaire shall be required to maintain and operate the Metering Devices in accordance with the Operating Standards. The Concessionaire will inspect all Metering Devices in a manner designed to identify and promptly repair or replace defective or inoperative Metering Devices. The Concessionaire shall establish a method pursuant to which members of the general public may report inoperative and defective Metering Devices and shall display, at or near each Metering Device, a telephone number and internet address for the reporting of inoperative and defective Metering Devices and other operational problems related to Metered Parking System Operations. To facilitate the Concessionaire's maintenance, operation and inspection of Metering Devices, the City shall grant designated employees of the Concessionaire login access to the City's CANVAS meter maintenance database or to any subsequent meter maintenance database.
Section 3.17. Payments by the City. The Concessionaire acknowledges and agrees that if the City is required under applicable Law of general application to withhold a portion of any payment that the City is obligated to make to the Concessionaire under this Agreement, the City will be deemed to have satisfied such payment obligation to the Concessionaire to the extent of such withholding by the City. If any such withheld amounts are permitted to be paid to the
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Concessionaire, the City shall pay such amounts to the Concessionaire whenever permitted by Law. The City shall notify the Concessionaire in writing at least five Business Days prior to the withholding of any amount pursuant to this Section 3.17.
Section 3.18. Naming Rights and Commercial Advertisements and Activities. The
City retains the exclusive naming rights with respect to the Metered Parking System and the exclusive right to register and own the naming rights as the "Chicago Metered Parking System." The City also retains the exclusive rights with respect to commercial advertisements, including (but not limited to) billboards in the Reserve Parking Lots, advertising on Metering Devices and advertisements dispensed from Metering Devices. The City also retains the exclusive rights with respect to any other commercial activities, other than the collection of Metered Parking Fees, to be derived from the Metered Parking System. The City shall retain all proceeds and other consideration derived from such naming rights, commercial advertisements or other commercial activities derived from the Metered Parking Operations, other than the collection of Metered Parking Fees. Any action taken by the City pursuant to this Section 3.18 is not a Compensation Event or an Adverse Action. The City shall not use or permit to be used, any name or mark in connection with the Metered Parking System that may reasonably be odious or offensive to.the Concessionaire or otherwise be reasonably likely to result in a negative association by the general public.
Notwithstanding the foregoing provisions of this Section 3.18, the City grants to the Concessionaire a non-exclusive, non-transferable, royalty free license during the Term to use any names associated with the Metered Parking System together with all existing and future developed logos and marks (not including the City seal or, without the Approval of the City, other logos and marks used by the City for general municipal purposes) used in connection with the Metered Parking System Operations, solely in connection with the performance by the Concessionaire or any Operator of their obligations under the Agreement and in the provision of Metered Parking Services.
Section 3.19. Administration of the Public Way. The City agrees, and the Concessionaire acknowledges and accepts, that the City holds and administers the public way in trust under the public trust doctrine for the non-discriminatory benefit of all Persons and interests, including the Concessionaire and the Concessionaire Interest. In the administration of its public trust with respect to the public way, the City will not take any action in contradiction of the public trust doctrine that is intended to discriminate against the Concessionaire or the Concessionaire Interest. The foregoing provisions of this Section 3.19 are not a limitation of any provision of Article 7 or Section 14.3.
Section 3.20. Reversion of Metered Parking System. On the Reversion Date, the Concessionaire shall surrender and deliver to the City all of its rights, title and interest in the Metered Parking System (including all improvements to the Metered Parking System, the Metered Parking System Assets and all tangible and intangible personal property of the Concessionaire (including inventories) that is included in the Metered Parking System and used in connection with the Metered Parking System Operations, subject, however, as to any intellectual property included in the Metered Parking System, to any restrictions or prohibitions to disclosure, transfer or sharing thereof and any other rights of third parties with respect thereto, all in accordance with the provisions of Section 16.4.
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Section 3.21. Reserve Parking Lot Fees. The City agrees that it will constitute a Compensation Event if the City charges a Metered Parking Fee for any hour, with respect to Reserve Metered Parking Spaces located within a Reserve Parking Lot listed on Amended Schedule 10A. that is lower than the Metered Parking Fee then in effect for such hour for Concession Metered Parking Spaces on Blocks that are contiguous to such Reserve Parking Lot (or, if there are no Concession Metered Parking Spaces on contiguous Blocks, then on the Block containing Concession Metered Parking Spaces nearest to such Reserve Parking Lot); provided, however, that monthly parking rates at or above those in effect as of the Effective Date Of First Amendment shall not constitute a Compensation Event. Such action shall not constitute a City Default, an Adverse Action or a Reserved Powers Adverse Action.
ARTICLE 4 CAPITAL IMPROVEMENTS
Section 4.1. Concessionaire Responsibility for Capital Improvements. The
Concessionaire shall be responsible for all capital improvements with respect to the Metered Parking System required to be completed during the Term in accordance with the terms of this Agreement, including as required by the Operating Standards. As provided in Section 7.2(c). the installation of Metering Devices for Reserve Metered Parking Spaces shall be at the sole cost and expense of the City.
Section 4.2. Authorizations Related to Capital Improvements. the '
Concessionaire's obligation to perform capital improvements shall be subject to the issuance by the City of any and all Authorizations to be issued by the City and as required by the City with respect thereto and the City agrees not to unreasonably withhold, condition or delay the issuance ' of any such Authorizations, and to use its reasonable efforts to assist the Concessionaire iri obtaining such Authorizations. Without limiting the generality of the foregoing, the City agrees that it will reasonably assist and cooperate with the Concessionaire in obtaining any and all Authorizations (including any required rights of access over real property that is owned or controlled by the City) in order for the Concessionaire to perform capital improvements.
Section 4.3. Intentionally deleted.
Section 4.4. Required Payment Options. Any Concession Metered Parking Space or Reserve Metered Parking Space with a Metered Parking Fee of at least $1.50 per hour must have a payment option at the point of sale other than the cash payment of the Metered Parking Fee. The Concessionaire shall provide such payment option by use of a credit card or a debit card or similar methods with respect to each Concession Metered Parking Space and each Reserve Metered Parking Space no later than 180 Days after the first Day that the Metered Parking Fee for such Metered Parking Space is at least $1.50 per hour.
Section 4.5. Closure of Reserve Parking Lots. Pursuant to the exercise of its Reserved Powers and at the sole cost and expense of the City, the City may close one or more of the Reserve Parking Lots at any time or from time to time and may also remove Reserve Metered Parking Spaces from the Reserve Parking Lots. Any action taken by the City pursuant to this Section 4.5 is not an Adverse Action and is not a Compensation Event.
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Section 4.6. Maintenance of Reserve Parking Lots. The City shall be responsible for operating and maintenance costs of the Reserve Parking Lots, including driveway permits, business licenses, resurfacing, de-icing, snow removal, insurance premiums and sub-surface capital improvements. The Concessionaire shall be responsible only for operating and maintenance costs of the Metering Devices and signage in connection with the Reserve Parking Lots.
Section 4.7. New Technology. In addition to and without limiting the City's rights pursuant to Section 5.1. the Parties from time to time may implement new technology to assist in the operation of or collection of revenue from the Metered Parking System, but only if they first mutually agree in writing; provided, however, that the foregoing is not intended to waive or limit any right of the Concessionaire to change Metering Devices pursuant to Section 5.2 and consistent with the Operating Standards; provided further that the Concessionaire shall not have the right to change Metering Devices to accept license plate data without the City's Approval.
Pay-By-Ceti Technology. The Concessionaire shall implement (and thereafter maintain) Pay-by-Cell for Metered Parking Spaces, which shall meet common parameters for technology and convenience consistent with comparable systems used in other cities as of the Effective Date Of First Amendment; provided, however, that such obligation of the Concessionaire to implement (and thereafter maintain) Pay-by-Cell shall be conditioned upon the City equipping its meter readers with handheld devices and employing additional meter readers if and to the extent necessary to enforce its parking rules and regulations with respect to Pay-by-Cell, with such enforcement to include the ability to review both license plates for those using Pay-by-Cell and paper receipts for customers using the Metering Devices. The Concessionaire shall implement Pay-by-Cell as soon as reasonably practicable, but in no event later than May 1,. 201.4 (as. extended, for the avoidance of doubt, day by day as a result of any Delay Event), plus an additional period of up to ninety (90) Days, as may be necessary to implement Pay-by-Cell;-provided, however, that, if the City does not approve the Concessionaire's agreement with the Pay-by-Cell Operator within sixty (60) Days after the Concessionaire delivers such agreement u> the City under-Section 4.7(g). the Concessionaire shall implement Pay-by-Cell by no later than the date that is the same number of Days after May 1, 2014 as the number of Days in excess of sixty (60) that the City takes to approve such Pay-by-Cell Operator agreement.
Convenience Fee. A convenience fee of 35 cents will be charged on any single Pay-by-Cell transaction with a time duration of less than 120 minutes. Convenience fees shall not be included in calculating the Quarterly Settlement Amount.
Minimum Transaction Time. The minimum time duration for any Pay-by-Cell transaction shall be: (i) 30 minutes for Metered Parking Spaces located in the area bounded by the south side of Roosevelt Road on the south, Lake Michigan on the east, the north side of North Avenue on the north and the west side of Halsted Street on the west, and (ii) 15 minutes for all other Metered Parking Spaces.
Receipts. No paper receipts shall be used in Pay-by-Cell transactions; instead, receipts shall be provided to customers by text messages, emails or other electronic systems.
(d) Investment Costs, Operating Revenue and Profit Limitation.
Pay-by-Cell shall require an investment in technology by the Concessionaire, including a database and software that interfaces with the City's existing enforcement system, the ability to enforce parking restrictions through the use of license plate data, and the ability to assign each Pay-by-Ccll transaction to the nearest Metering Device, and may result in decreased Metered Parking Revenues to the Concessionaire. The Concessionaire shall be responsible for such investment costs and bear the risk of such decreased Metered Parking Revenues, but shall be entitled (subject to the following terms) to earn and retain any amount attributable to convenience fee revenue as provided in Section 4.7(a) and interest from monies held in customer accounts as provided in Section 4.7(e).
If in any Reporting Year, (A) the amount the Concessionaire receives in convenience fee revenue under Section 4.7(a) and interest from monies held in customer accounts under Section 4.7(e), less (B) any per transaction cost imposed or incurred by the Pay-by-Cell Operator (provided, however, that credit card processing and credit card transaction fees shall be limited to the proportion of any given transaction that Pay-by-Cell convenience fees bear to all fees and charges for such parking transaction (such that, for example, a $0.35 Pay-by-Cell convenience fee for a transaction that includes $3.50 of total convenience and parking fees would permit 10% of the applicable credit card processing and credit card transaction fees for such transaction to be included in the Pay-by-Cell Threshold calculation)), and the costs of signage and decals relating solely to Pay-by-Cell and any direct costs of data service, data hosting and IT support relating solely to Pay-by-Cell (provided, however, that such Concessionaire's direct costs of signage and decals and data service, data hosting and IT support shall not exceed $100,000, as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell) (such difference, the "Pay-by-Cell Threshold"), exceeds an amount equal to $2,000,000 as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell, then the Concessionaire shall pay to the City within thirty (30) Days following the completion of such Reporting Year, 100%> of the amount of such excess.
The City and the Concessionaire agree that at least twice during each Reporting Year, in connection with the quarterly meetings described in Section 20.17, the Concessionaire shall use its reasonable best efforts to analyze and report to the City the impact of the minimum time duration described in Section 4.7(b) on Metered Parking Revenues. In addition, from time to time, but not less than once every six months, the Concessionaire shall test the impact of a reduction in the minimum time duration on Metered Parking Revenues. If such a reduction of the minimum time duration can be implemented without decreasing Metered Parking Revenues, then the Concessionaire shall implement such reduction in the minimum time duration, but only to the number of minutes that the Concessionaire has reasonably determined will not decrease Metered Parking Revenues.
The Concessionaire may analyze and report to the City three months prior to each Pay-by-Cell Review Date whether (a) the impact ofthe implementation and maintenance of Pay-by-Cell is to decrease Metered Parking Revenues below what they would have been in the absence of Pay-by-Cell and such decrease exceeds the Pay-by-Cell Threshold plus $500,000, or (b) the Pay-by-Cell Threshold plus $500,000 is a negative amount (each a "Pav-bv-Cell Trigger Event"), and if the Concessionaire reasonably determines that there has been a Pay-by-Cell Trigger Event, may propose changes to Pay-by-Cell, including (x) the convenience fee
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described in Section 4.7(a), including the minimum period for the convenience fee to apply, and (y) the minimum time duration described in Section 4.7(b). to eliminate such Pay-by-Cell Trigger Event from occurring on a going-forward basis (the "Pay-by-Cell Proposed Change(s)"). If the Concessionaire reasonably determines that a Pay-by-Cell Trigger Event has occurred, and provides the City with such analysis and report, together with the bases for such determination and such supporting detail and information as was considered by the Concessionaire in reaching such determination, then the Parties shall attempt to agree on such Pay-by-Cell Proposed Changes or such other change(s) as will address the Pay-by-Cell Trigger Event. In the event the Parties are unable to agree, notwithstanding their reasonable best efforts, on such change(s) within three (3) months after the Concessionaire provides the City with such analysis and report and supporting detail and information, the Concessionaire shall have the option to terminate Pay-by-Cell on the relevant Pay-by-Cell Review Date. Notwithstanding anything to the contrary herein, if there is a change in Law or an exercise of Reserved Power that results in a Pay-by-Cell Trigger Event, the Concessionaire may initiate the process set forth in this Section 4.7(d)(iv) without waiting until the three month period prior to a Pay-by-Cell Review Date.
Wallet. Pay-by-Cell may include a requirement that the customer's account at all. times have a minimum credit of $20.00 and that additional deposits into the account shall be in.a minimum amount of $20.00 and such additional deposits may be automatically debited from a customer's nominated source once the balance on the customer's account falls below $10.00. Interest on such deposits shall not be included in calculating the Quarterly Settlement Amount. The Concessionaire shall deposit, or cause to be deposited, such customer funds into a segregated deposit account or securities account maintained with a bank or other financial institution located in the United States of America which has been given a long-term unsecured debt rating of "A" (or equivalent) or higher by a Rating Agency. The credit balance of such deposit account or securities account shall be invested only in the Eligible Investments referred to in clause (i) and (iv) ofthe definition thereof.
Adjustment of fees and other amounts. The amount of the convenience fee, the minimum required credit amount and the minimum deposit amount may be Adjusted for Inflation on an annual basis, subject to approval by the City Council; provided, however, that the failure to make such adjustments shall constitute a Compensation Event; provided further that Concession Compensation shall be limited to the amount of such adjustments during the period such adjustments were not made.
City Approval. The Concessionaire may engage an operator to operate, manage and maintain Pay-by-Cell (the "Pay-by-Cell Operator") who may be (but is not required to be) the Concessionaire itself or its Affiliate. The Concessionaire's agreement with the Pay-by-Cell Operator shall include terms customary for such agreements in the industry, and the City shall have the right to Approve such terms. A successor agreement shall be presented to the City for approval not less than three (3) months prior to the expiration ofthe prior agreement, and shall likewise include terms customary for such agreements in the industry, and the City shall have the right to Approve such terms. If the City does not approve any successor agreement prior to the expiration of the preceding agreement, the Concessionaire shall have the option to terminate Pay-by-Cell; provided, however, that the Parties shall use their reasonable best efforts to agree upon a mutually satisfactory alternative to the termination of Pay-by-Cell (including finding another Pay-by-Cell Operator that will accept terms that are reasonably acceptable to both Parties).
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(h) Reserved Power Actions. The City expressly reserves its right to exercise Reserved Power actions with respect to Pay-by-Cell. lf such exercise of Reserved Power terminates Pay-by-Cell, or results in a Pay-by-Cell Trigger Event that the Parties are not able to resolve pursuant to Section 4.7(d)(iv). such exercise shall constitute a Compensation Event; provided, however, that in calculating Concession Compensation, any lost profits shall be limited to no more than $2,000,000, as Adjusted for Inflation from the date upon which the Concessionaire first commences service for Pay-by-Cell.
ARTICLE 5 MODIFICATIONS
; Section 5.1. City Directives. The City may, at any time during the Term, issue a City Directive to the Concessionaire. Subject to the City making available to the Concessionaire sufficient funds to perform the work required to implement such City Directive at or before the time payment for such work is required to be made, and the Concessionaire having obtained (with the cooperation of the City) all relevant Authorizations from all relevant Governmental Entities required for the relevant work, the Concessionaire shall perform the work required to implement, such City Directive, and the City shall pay to the Concessionaire the Concession Compensation with respect thereto. The addition of or the removal of Concession Metered Parking Spaces and Reserve Metered Parking Spaces by the City (including any direction to install or remove Metering Devices) is not a City Directive and shall not result in Concession Compensation, but shall be governed by the provisions of Article 7.
Section 5.2. Concessionaire Requests. If the Concessionaire wishes at any time during the Term to make a material change in the dimensions, character or quality of any part of the Metered Parking System, then the Concessionaire may submit to the City, for Approval, a Concessionaire Request with respect to such change and shall submit to the City for its Approval specific plans with respect to any such work. The Concessionaire shall not in any event be required to submit a Concessionaire Request, and no Approval shall be required, with respect to any Concessionaire's actions so long as such actions comply with applicable Operating Standards. The Concessionaire shall be responsible for all amounts required to implement an Approved Concessionaire Request (and any Losses incurred in connection therewith). No Concessionaire Request shall be implemented unless and until such Concessionaire Request has been Approved by the City.
Section 5.3. Performance of Modifications. Subject to the other provisions of this Article 5. the Concessionaire shall ensure that City Directives and Approved Concessionaire Requests are performed in a good and workmanlike manner and diligently complied with and implemented in such manner that the costs (in the case of City Directives only) and delays relating thereto are minimized.
ARTICLE 6 OPERATING STANDARDS
Section 6.1. Compliance with Operating Standards. The Concessionaire shall, at all times during the Term, cause the Metered Parking System Operations to, comply with and implement the Operating Standards in. all material respects (including any changes or
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modifications to the Operating Standards pursuant to the terms of this Agreement). The City and the Concessionaire acknowledge and agree that the Operating Standards shall be construed flexibly in light of their objectives. The Concessionaire shall have in place procedures that are reasonably designed to achieve compliance with the Operating Standards. The Operating Standards shall not be deemed to be violated by immaterial acts or omissions, including an immaterial failure to comply with specific requirements set forth in the Operating Standards other than actions or omissions that endanger the public health or safety. Except as specifically set forth herein, the Concessionaire shall perform all work required to comply with and implement the Operating Standards (including the capital improvements described therein) as part of the Metered Parking System Operations and at its sole cost and expense.
Section 6.2. Proposed Operating Standards. If the Concessionaire, at its cost and expense, wishes to implement and use operating standards other than the Operating Standards, the Concessionaire must provide notice of such proposed operating standards to the City for Approval. The Concessionaire's proposed operating standards must be accompanied by an explanation of the Concessionaire's rationale for making its proposal and all relevant supporting information, certificates, reports, studies, investigations and other materials as are necessary to demonstrate that the Concessionaire's proposed operating standards are reasonably designed to achieve the objectives of the applicable Operating Standards. The City may request any additional supporting information, certificates, reports, studies, investigations and other materials as are reasonably required by the City to determine if the Concessionaire's proposed operating standards are reasonably designed to achieve the objectives of the applicable Operating Standards. Until the City provides its Approval for the implementation of the Concessionaire's proposed operating standards, the Concessionaire shall not implement the proposed operating standards and shall implement and comply with the Operating Standards. The Concessionaire's proposed operating standards shall be deemed incorporated into the Operating Standards upon Approval by the City in accordance with the terms hereof. If the City refuses to Approve any proposed operating standards and the Concessionaire disagrees with such refusal, the Concessionaire may submit the matter to arbitration under the provisions of Article 19.
Section 6.3. Modified Operating Standards.
The City shall have the right, at any time during the Term, to modify or change the Operating Standards upon notice to the Concessionaire to comply with any new Law (other than a Law of the City) applicable to the Metered Parking System Operations. In the event the City modifies the Operating Standards in accordance with the immediately preceding sentence, the Concessionaire, at its cost and expense, shall perform all work required to implement and shall comply with all such modifications and changes and in no event shall the Concessionaire be excused from compliance with any such modification or change. The Concessionaire shall have the right to challenge pursuant to Article 19 any modified Operating Standard on the grounds that it does not meet the requirement of this Section 6.3(a).
If during the Term the City is of the opinion that a modification or change to the Operating Standards is necessary or desirable but such modification or change is not subject to Section 6.3(a). the City may upon reasonable written notice to the Concessionaire modify or change the Operating Standards; provided, however, that the City shall pay to the Concessionaire the Concession Compensation with respect thereto at the time such modification or change is
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implemented. At the City's request, the Concessionaire shall perform all work required to implement and shall comply with all such modifications and changes, and in no event shall the Concessionaire be excused from compliance with any such modification or change. The City shall have the right to undertake the work, upon reasonable notice to the Concessionaire, necessary to ensure implementation of and compliance with any such modification or change to the Operating Standards if the Concessionaire fails to do so within a reasonable period of time; provided, however, that to the extent that such work is undertaken by the City, the Concessionaire shall pay to the City within 10 Business Days following demand therefor, or the City may offset from amounts owing to the Concessionaire in connection with such modification or change, the costs of the portion of the work performed in order to comply with the Operating Standards existing immediately prior to such modification or change, and the City shall be responsible only for the incremental costs of the additional work required in order to implement such proposed modification or change to the Operating Standards and, without duplication with the foregoing, the Concession Compensation with respect to such modification or change.
ARTICLE 7
PARKING REVENUES AND CONCESSION VALUE
Section 7.1. Metered Parking Fees. The City has (and shall retain during the Term) the Reserved Power to establish and revise from time to time the Metered Parking Fees that shall be imposed and charged in respect of motor vehicles using Metered Parking Spaces, including Concession Metered Parking Spaces and Reserve Metered Parking Spaces. Pursuant to the Metered Parking System Ordinance the City has approved and adopted the Initial Schedule of Parking Fees. At or before the Time of Closing the City shall place in effect the Initial Schedule of Parking Fees, and the City agrees that it will constitute a Compensation Event if, prior to December 31, 2013, the City (without the prior written approval of the Concessionaire) places into effect a revised schedule of Metered Parking Fees that (without regard to (i) any Expected Utilization Adjustments and (ii) any other changes to the Concession Metered Parking Spaces resulting from the exercise by the City of its Reserved Powers) results in a reduction in the Aggregate Revenue Value from the Aggregate Revenue Value as of the time immediately prior to the effective date of such revised schedule.
The exercise by the City of its Reserved Power to establish Metered Parking Fees shall not be used to favor the use by the general public of any Other Metered Parking Space located within one mile of any Concession Metered Parking Space or any Reserve Metered Parking Space over the use by the general public of any Concession Metered Parking Space.
The Concessionaire shall, during the Term, have the right to collect and retain all of the Metered Parking Revenues derived from the Concession Metered Parking Spaces, and the right to pledge and assign such Metered Parking Revenues as security for any indebtedness incurred by the Concessionaire pursuant to a Collateral Assignment (and related financing documents).
During the Term, the City shall have the right to retain (or to receive from the Concessionaire) all of the Metered Parking Revenues derived from the operation of Reserve Metered Parking Spaces net of any amounts to be paid to the Concessionaire as consideration for its operation and management ofthe Reserve Metered Parking Spaces. The consideration to be paid to the Concessionaire for the operation and management of a Reserve Metered Parking
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Space shall be an amount equal to fifteen percent (15%) of the gross revenues from such Reserve Metered Parking Space; for this purpose, "gross revenues" shall not include any Parking Taxes collected by the Concessionaire from customers of the Reserve Metered Parking Spaces and remitted to the City or other Governmental Authority pursuant to Section 3.10. The net revenues derived from Reserve Metered Parking Spaces shall be calculated by the Concessionaire and shall be paid to the City by the second Business Day next following the Day of collection of such Metered Parking Revenues (the "Reserve Metered Parking Spaces Payment"). If in the reasonable opinion of the Concessionaire the operation and management costs together with a reasonable profit margin relating to a Reserve Metered Parking Space exceeds fifteen percent (15%) of the gross revenues related to a Reserve Metered Parking Space, then the Concessionaire shall have the right to elect that the City and the Concessionaire consult with a Consultant on what a reasonable increase in operation and management fees would be under the then current market conditions. The decision of the Consultant shall be binding on both the City and the Concessionaire for a period of two years. The Concessionaire shall pay the costs and expenses of the Consultant.
The Concessionaire shall be obligated to charge and collect the full amount of the Metered Parking Fees imposed by the City with respect to each Concession Metered Parking Space and each Reserve Metered Parking Space and may not initiate any plan or program of discounts or surcharges from the schedule of Metered Parking Fees as in effect from time to time. In accordance with Section 3.10. the Concessionaire shall be obligated-to charge and collect all Parking Taxes that the Concessionaire is obligated to collect from customers of the Metered Parking System and shall be obligated to remit such Parking Tax collections to the appropriate Government Authority (including the City) in the manner required by law. The Concessionaire shall be deemed to have discharged its obligation under this Section 7.1 and Section 3.10 to remit Parking Taxes collected by it to the appropriate Government Authority (including the City) in respect of each Reserve Metered Parking Space in any Reserve Parking Lot by making the Reserve Metered Parking Spaces Payment.
Section 7.2. Designation and Removal of Metered Parking Spaces.
(a) Designation. The designation of Metered Parking Spaces is a Reserved Power of the City and the City shall have the right to designate, and to remove from such status, from time to time, each Metered Parking Space, Concession Metered Parking Space and Reserve Metered Parking Space; provided, however, that (i) the City's right to increase the number of Concession Metered Parking Spaces is limited by the provisions of Section 7.2(b). and (ii) if the City designates Reserve Metered Parking Spaces on the same Block as Concession Metered Parking Spaces, all Metered Parking Spaces on such Block shall be designated Reserve Metered Parking Spaces. The City shall also retain the Reserved Power to establish the Period of Operation and Period of Stay of Metered Parking Spaces. Any designation or direction of the City pursuant to this Section 7.2 shall be provided in writing to the Concessionaire.
The City hereby designates (i) the Concession Metered Parking Spaces located in the Reserve Parking Lots, identified on Amended Schedule 10A as Reserve Metered Parking Spaces; and (ii) the Reserve Metered Parking Spaces, identified on Amended Schedule 10B as Concession Metered Parking Spaces. Each such designation shall be effective as of the Effective Date Of First Amendment.
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The City hereby designates the Reserve Metered Parking Spaces, identified on Amended Schedule IOC as Concession Metered Parking Spaces. Such designation shall be effective as of December 1, 2012, and the City shall pay to the Concessionaire the Metered Parking Revenues attributable to such spaces received by the City since December 1, 2012, after deducting rental fees paid by the City for Metering Devices for such spaces for the period following December I, 2012.
Limitation on Concession Metered Parking Spaces. The number of Concession Metered Parking Spaces designated and operating at any time may not exceed 45,000 without the prior written consent of the Concessionaire. During any Excess Value Year, any increase in the number of Concession Metered Parking Spaces (other than an increase resulting from the exercise by the Concessionaire of its right of first refusal pursuant to Section 2.1) is subject to the written consent of the Concessionaire. As used in this Section 7.2(b), the term "Excess Value Year" means the 12-month period beginning on June 1 of a year immediately following a period of two consecutive Reporting Years in which the average System in Service Percentage was greater than one hundred five percent (105%).
Metering Devices. All Metering Devices shall be purchased and owned by the Concessionaire. The Concessionaire shall be obligated to install promptly Metering Devices with respect to all newly designated Concession Metered Parking Spaces and Reserve Metered Parking Spaces. If a Concession Metered Parking Space or a Reserve Metered Parking Space ceases to be designated by the City as a Metered Parking Space, then the Concessionaire must immediately cease to collect Metered Parking Fees with respect to such parking space and, upon the direction of the City, shall proceed to remove all Metering Devices with respect thereto. The installation and the removal of Metering Devices shall be undertaken in accordance with the Operating Standards.
Costs. With respect to the payment of the costs of installation of Metering Devices for newly designated Concession Metered Parking Spaces when no Metering Device then exists to-service such Metered Parking Space, the first 4,000 installations in any Reporting Year shall be at the sole cost and expense ofthe Concessionaire and any additional installations in such Reporting Year in excess of the first 4,000 installations shall be paid by the Concessionaire and reimbursed by the City. Such reimbursement shall be paid by the City within 60 Days after the Concessionaire shall have filed with the City a written request for payment together with such information as the City may reasonably request to confirm the claim for reimbursement. For the purpose of determining the number of such installations in any Reporting Year, the date of installation of a Metering Device shall be the Day such Metering Device is placed in service in accordance with the Operating Standards. The Concessionaire shall be obligated to pay all other costs and expenses related to the installation of Metering Devices for Concession Metered Parking Spaces, including, but not limited to, any required installation of a new Metering Device pursuant to Section 4.4 and any reinstallation of a Metering Device after a Required Closure. Any removal of a Metering Device with respect to any Concession Metered Parking Space that is undertaken because such Metered Parking Space is no longer designated by the City as a Metered Parking Space shall be at the sole cost and expense of the City. The installation and removal of Metering Devices with respect to Reserve Metered Parking Spaces shall be undertaken by the Concessionaire at the cost and expense of the City. When a Metering Device is used with respect to a Reserve Metered Parking Space, the
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City shall pay a monthly rental fee to the Concessionaire for the use of such Metering Device. The monthly rental fee shall be an amount equal to two percent (2%) of the invoiced acquisition cost of the Metering Device (or allocated portion of such acquisition cost if the Metering Device services other Metered Parking Spaces) and shall be payable on the first Business Day after such Metering Device is placed in service with respect to such Reserve Metered Parking Space and thereafter as of the first Business Day of each month during the time such Reserve Metered Parking Space remains designated as a Reserve Metered Parking Space. If the End Date occurs prior to the date falling on the last Day of the 50Ih month following the first Business Day after such Metering Device is placed in service with respect to such Reserve Metered Parking Space, then the remaining unpaid portion of the invoiced acquisition cost of the Metering Device (or allocated portion of such allocation cost) shall be reimbursed by the City. If in any Reporting Year, the aggregate invoiced acquisition cost of all Metering Devices placed in service during such Reporting Year with respect to Reserve Metered Parking Spaces exceeds the Acquisition Cost Limitation for such Reporting Year, then the City shall reimburse the Concessionaire for any such aggregate invoiced acquisition cost in excess of the Acquisition Cost Limitation for such Reporting Year. Each such reimbursement shall be paid by the City within 60 Days after the Concessionaire shall have filed with the City a written request for payment together with such information as the City may reasonably request to confirm the claim for reimbursement.
(e) Deemed Removal. A Metered Parking Space shall be deemed to be removed by the City for the purposes of this Article 7 (and the provisions of Section 14.3) if the City takes; any action that has the practical effect of removing such Metered Parking Space from service or making it unusable (or fails to take an action that is necessary to.be taken in order to preserve a designated Metered Parking Space as a useable parking space) and such condition continues for a period of 180 consecutive Days, whether or not the City officially or formally removes such a space from designation as a Metered Parking Space (or formally declares a Required Closure);, and whether or not any specific notice of such removal or closure is provided by the City. Notwithstanding the foregoing, the Concessionaire shall not remove any Metered Parking Devices from a Metered Parking Space unless and until such Metered Parking Space is formally removed by the City from being designated as a Metered Parking Space and notice of such removal is provided by the City to the Concessionaire in accordance with Section 7.2(a).
Section 7.3. Notice of Exercise of Reserved Powers. The City shall provide the Concessionaire with timely written notice of any changes in Metered Parking Fees pursuant to Section 7.1 and of any actions taken- by the City pursuant to Section 7.2. The City shall use reasonable best efforts to provide the Concessionaire with timely written notice of any Required Closure other than a Required Closure that is disregarded pursuant to Section 7.9(c) and, no later than ten (10) Days following the end of any month, information in the City's possession concerning the location, type, and effective date of any Required Closures that occurred during the preceding month. The City shall provide the Concessionaire with timely written notice of any proposed designation or removal of Metered Parking Spaces, any proposed changes in Metered Parking Fees, Periods of Operation, Periods of Stay, Required Closures or fines for parking violations and any other Reserved Power actions (other than emergency actions) that could reasonably be expected to have the effect of resulting in a reduction in Revenue Value of at least five percent (5%).
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Section 7.4. Revenue Value.
General Rule. The Revenue Value of each Concession Metered Parking Space as of March 1, 2013 shall be the Revenue Value set forth on Amended Schedule 10. These values have been determined by the City based upon and after taking into account the Metered Parking Fee, the Period of Operation, the Period of Stay, and the Utilization Rate of such Concession Metered Parking Space measured over the course of the Reporting Year commencing March 1, 2012 (and adjusted to reflect, for Impacted Concession Metered Parking Spaces, new Periods of Operation and seasonal factors), and the Rate to Fine Multiple Factor determined in accordance with Section 7.9(e). Thereafter, the Revenue Value for each Concession Metered Parking Space will be determined as of the first Day of each month in accordance with the methodology set forth in Schedule 6.
For the avoidance of doubt, as of every March 1 beginning March 1, 20.15, the Utilization Rate of every Concession Metered Parking Space shall be adjusted to equal (A) the sum of the Actual Operating Revenue for the preceding Reporting Year allocated to such space plus the Required Closure Payments for the preceding Reporting Year allocated to such space, divided by (B) the Full Utilization Amount for such space as of February 1 ofthe preceding Reporting Year, except where (x) the Revenue Value for such space was changed during the preceding Reporting Year or (y) an Expected Utilization Rate became effective with respect to such space during the preceding Reporting Year (notwithstanding the reversal of any Reserved Power action in accordance with Section 7.9(h)).
Reserved Power Actions Affecting Revenue Values. The Revenue Value calculations in Section 7.4(a) are based on the dates on which a Regular Rate Adjustment or an Expected Utilization Rate becomes effective. The following rules shall apply in determining such effective dates for Section 7.4(a) and otherwise for the purposes of this Agreement: (i) any designation of a new Concession Metered Parking Space or change in Metered Parking Fees, Periods of Operation or Periods of Stay that requires the installation of a new Metering. Device shall be deemed effective as the earlier of the date the Metering Device is placed in service in accordance with the Operating Standards or the 120th Day following the Reserved Powers Action Date; (ii) any removal of the designation of a Metered Parking Space as a Concession Metered Parking Space shall be deemed effective as ofthe second Business Day immediately following the Reserved Powers Action Date; (iii) any change in Metered Parking Fees, Periods of Operation or Periods of Stay that does not require the installation of a new Metering Device shall be deemed effective as of the earlier of the Day the Metering Device as modified to reflect such change is placed in service in accordance with the Operating Standards or the 60th Day following the Reserved Powers Action Date; (iv) any designation of a Concession Metered Parking Space that does not require the installation of a new Metering Device or the modification of the then installed Metering Device (including an informational sticker or display) shall be deemed effective as of the second Business Day after the Reserved Powers Action Date. The Concessionaire shall provide the City with prompt written notice of the placed in service date of each new Metering Device installed pursuant to clause (i) of this paragraph and of each Metering Device that is modified pursuant to clause (iii) of this paragraph. As used in this Section 7.4, "Reserved Powers Action Date" means (A) (i) the effective date of the Reserved Power action as determined in the ordinance or resolution of the City Council authorizing such Reserved Powers action or (ii) if no such effective date is determined in such ordinance or resolution, then the date
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such ordinance or resolution takes effect or (B) if the exercise of such Reserved Power has been delegated by action ofthe City Council to the City Comptroller or other designated official, the date such delegated authority is exercised by the City Comptroller or such designated official by written notice to the Concessionaire. The provisions of this paragraph relate only to the effective dates for the determination or adjustment of Revenue Values and are not a limitation on any provision or requirement ofthe Operating Standards.
Change In Revenue Value Not a Compensation Event. Any change in Revenue Value (other than as set forth in Section 7.1 with respect to the Initial Schedule of Parking Fees) is not a Compensation Event and will not result in Concession Compensation.
Dates for Reporting Calculations and Making Objections Regarding Quarterly Settlement Amounts. The City will calculate and report in writing to the Concessionaire: the Monthly System in Service Percentages, the Quarterly System in Service Percentage, and the Quarterly Settlement Amount for each Quarter no later than the first Business Day of the third month after the end of the Quarter; and the Settlement System Revenue Value no later than the first Business Day of August of each Reporting Year.
For a period of ten (10) Days following the submission by the City of any of the foregoing reports, the Concessionaire may provide the City with comments or objections to the report and the City agrees to meet with the Concessionaire and its Representatives to discuss any of the matters presented in the report. Within thirty (30) Days after the initial submission of any report, unless the Concessionaire is disputing any element of the report, the City shall deliver to the Concessionaire the report in final form.
Section 7.5. Allocation of Actual Operating Revenue and Required Closure Payments to Concession Metered Parking Spaces. Actual Operating Revenue and Required Closure Payments shall be allocated to individual Concession Metered Parking Spaces as follows
^-(a) Actual Operating Revenue. As of the last Day of each month, the Actual Operating Revenue collected by the Metering Device for such space during such month shall be allocated to each Metered Parking Space (whether subject to a Required Closure or,not during such month) which is served by such Metering Device by multiplying such Actual Operating Revenue by such space's Revenue Distribution Percentage as of the first Day of such month.
Required Closure Payments. As of the last Day of each month, the Required Closure Payments derived from Days of Required Closure occurring during such month for any Concession Metered Parking Space served by the same Metering Device shall be added together and such total shall then be allocated to each Concession Metered Parking Space (whether subject to a Required Closure or not during such month) which is served by the same Metering Device by multiplying such total by such space's Revenue Distribution Percentage as ofthe first Day of such month.
Assignment of Spaces to Metering Devices. Each Metered Parking Space as ofthe Effective Date Of First Amendment has been assigned to a Metering Device on Amended Schedule 10, with those spaces on a Block where there is one Metering Device assigned to such Metering Device and, where there is more than one Metering Device, to the Metering Device
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closest to such Metered Parking Space. Such assignments of existing Metered Parking Spaces shall not be changed without the agreement of the Parties. Each Metered Parking Space added by the City in accordance with Section 7.8 shall be assigned to the Metering Device servicing that Block where there is one such Metering Device and, to the extent such Metered Parking Space is on a Block serviced by more than one Metering Device, to the Metering Device on such Block closest to such Metered Parking Space
Section 7.6. Settlements.
City Settlement Payment. If the Quarterly Settlement Amount for any Quarter is a positive number, then the City shall owe the Concessionaire the Quarterly Settlement Amount for that Quarter. Each such Quarterly Settlement Amount shall bear interest at the Bank Rate from the last Day of the Quarter in which such amount is calculated until such amount is discharged. Any such Quarterly Settlement Amount shall be reduced by the application of the amount of any available Settlement Credit and any Quarterly Settlement Amount remaining after such reduction must be paid within 60 Days following the final determination of such Quarterly Settlement Amount in accordance with Section 7.4 or Section 7.15. .
Concessionaire Settlement Payment or Credit. If the Quarterly Settlement Amount is a negative number for that Quarter, then the Concessionaire shall owe the City the Quarterly Settlement Amount for that Quarter. Any Quarterly Settlement Amount due to the City by the Concessionaire shall accrue as a credit (the "Settlement Credit") against future Quarters in which the City owes a Quarterly Settlement Amount to the Concessionaire. Any balance of a Settlement Credit shall bear interest at the Bank Rate from the last Day of its respective Quarter until applied or discharged. On any date, the Concessionaire, at its option, may pay to the City all or any portion of the Settlement Credit, including accrued 'interest thereon, due to the City. On the End Date, the amount of any such accrued Settlement Credit, including accrued interest, shall constitute the final settlement amount to be paid by the Concessionaire to the City on the End Date; provided, however, that such amount shall be deemed discharged and no such payment shall be required if the End Date is on or after February 29, 2084. Notwithstanding Section 12.11(a). such payment amount shall in no event be offset against any obligation of the City to pay the Metered Parking System Concession Value pursuant to this Agreement.
Section 7.7. Parking Fines and Enforcement.
(a) General Provisions. The Parties acknowledge and agree that effective enforcement of parking rules and regulations by the City and the adjudication and punishment of Persons that violate such rules and regulations are material to the Parties and to the administration of this Agreement. The Concessionaire acknowledges and agrees that the City's system for the enforcement of parking rules and regulations as in effect on the date of execution of this Agreement satisfies the requirements of this Section 7.7 and that the City will incur no liability to the Concessionaire during such period as such system remains unchanged and in effect, except for the City's enforcement efforts with respect to Pay-by-Cell, which are addressed in Section 4.7. The City covenants that it will enforce parking rules and regulations, as in effect from time to time, in accordance with the provisions of this Section 7.7 and acknowledges that its failure to do so may result in losses to the Concessionaire and thereby may constitute a
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Compensation Event. The Concessionaire acknowledges and agrees that the adjudication of parking violations and the punishment of violators is a judicial or quasi-judicial matter and that the outcome of such adjudications (and the methods employed by the City with respect thereto) and the punishments, if any, imposed, may not be compensated for under this Agreement and will not give rise to a Compensation Event or result in Concession Compensation in any event. During the Term and pursuant to its Reserved Powers, but subject to applicable provisions of the Illinois Vehicle Code, the City shall adopt and enforce rules and regulations with respect to the Metered Parking Spaces. Violations of parking rules and regulations shall be enforced by the City in accordance with Law. The City agrees to establish, maintain and undertake procedures for the enforcement of parking rules and regulations that are designed to deter parking violations, including through the use of license plate data and including procedures for the collection of unpaid parking tickets by such means as then permitted by Law, including notification to the Illinois Secretary of State of Persons subject to license suspension proceedings pursuant to Section 6-306.5 of the Illinois Vehicle Code. In addition, the City shall at all times during the Term maintain a vehicle immobilization program if then permitted by Law (the form and method of which may be determined from time to time by the City or another Governmental Authority), ln no event shall this prevent the City from using alternative methods of deterrence and immobilization which are not currently being used as of the date of this Agreement. The amount of the fines imposed for violations with respect to Metered Parking Spaces shall be established by the City and revised from time to time as necessary to deter parking violations. The City shall establish and maintain a system for the adjudication and punishment of those Persons that commit parking violations. With respect to parking by Exempt Persons, the City will .penalize abuse of such parking permits through significant fines and other appropriate measures and will take all reasonable measures to ensure that levels of counterfeit parking permits are minimized.
(b) Specific Undertakings. In the administration of its vehicle immobilization program, the City will not discriminate between tickets issued for metered parking violations and tickets issued for other parking violations or between tickets issued by the City and tickets issued by the Concessionaire pursuant to Section 3.2(e). Whenever a metered parking violation has neither been- contested or paid and the City has obtained accurate and complete registration information with respect to the registered owner of the vehicle, the City will mail notices of violation, determination and final determination to the registered owner of the cited vehicle in accordance with the following schedule: (i) a notice of violation, within 21 Days ofthe receipt of accurate and complete registration information, (ii) a notice of determination, within 35 Days of the receipt of accurate and complete registration information, and (iii) a notice of final determination, within 45 Days of the receipt of accurate and complete registration information. The City grants to the Concessionaire the right to provide the City with registration information, if the City is unable to obtain complete and accurate registration information within 45 Days following the date of the data entry of the ticket information. The City agrees to use the information provided by the Concessionaire for enforcement purposes if, in the reasonable judgment ofthe City, such information is accurate and complete. If the City is unable to collect the amount of any unpaid metered parking violation fine or penalty within 180 Days following the final adjudication of such fine or penalty, and the aggregate amount due to the City equals or exceeds the amount of the fine for the violation, then the City shall refer such collection to a law firm or collection agency.
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(c) Compensation Events. Each of the following shall constitute a Compensation Event: (i) if the City requires more than three final determinations of parking violation liability for a passenger vehicle to become eligible for vehicle immobilization, provided, however, that nothing in this clause (i) limits the City from enacting dollar thresholds for vehicle immobilization eligibility as long as the average fine and penalty value is less than or equal to the average value of three final determinations of parking violation liability, and (ii) if the City offers Persons with unpaid parking fines or penalties the option of paying an amount as full satisfaction ofthe fine and penalty if that amount is less than ten times the then weighted average hourly Metered Parking Fee for Concession Metered Parking Spaces.
Section 7.8. Additional Concession Metered Parking Spaces. During the Term and subject to the provisions of Section 7.2(b). the City may designate additional Concession Metered Parking Spaces and each additional Concession Metered Parking Space shall immediately become part of the Metered Parking System; provided, however, that the City will not designate a Block of Reserve Metered Parking Spaces as Concession Metered Parking Spaces unless each Metering Device which serves such Block of Reserve Metered Parking Spaces generates minimum annual total Metered Parking Revenues of at least $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, for the Reporting Year immediately preceding the date of designation. The City may add new Blocks of Concession Metered Parking Spaces, provided, however, that in respect of each Metering Device which serves such a Block, if the Concession Metered Parking Spaces assigned to that Metering Device shall have an aggregate amount of Actual Operating Revenue p}us Required Closure Payments below $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, during each ofthe first two Reporting Years following the addition of such Concession Metered Parking Spaces, the City shall designate the Concession Metered Parking Spaces on such Block as Reserve Metered Parking Spaces. The $2,000 threshold set forth above does not apply to the existing Blocks of Concession Metered Parking Spaces set forth on Amended Schedule 10 or the addition of Concession Metered Parking Spaces on existing Blocks of Concession Metered Parking. Spaces. The Concessionaire shall promptly undertake to install (if needed) a Metering Device for such additional Concession Metered Parking Spaces and to commence Metered Parking Operations with respect to such Concession Metered Parking Spaces.
For each Concession Metered Parking Space designated by the City in accordance with this Section 7.8. the City shall assign a Revenue Value as ofthe first Day of the month following the date the designation is deemed effective in accordance with Section 7.4(b). taking into account the then current Metered Parking Fee, Period of Operation, Period of Stay, Rate to Fine Multiple Factor and Expected Utilization Rate, pursuant to the methodology set forth in Schedule 6. The City shall also calculate an Expected Utilization Adjustment and a Revenue Value Adjustment for each such additional Concession Metered Parking Space in accordance with Section 7.9(a) and Section 7.9(b).
Section 7.9. Adjustments to Revenue Values.
(a) Expected Utilization Rate. The City shall set, and notify the Concessionaire of, an Expected Utilization Rate for a Concession Metered Parking Space whenever: (i) there is a change in the Metered Parking Fee (other than a Regular Rate Adjustment) or the Period of Operation or the Period of Stay; (ii) a new Concession Metered Parking Space is designated
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pursuant to Section 7.8; or (iii) the City adjusts the Utilization Rate for such space as provided in Section 7.9(f). Such Expected Utilization Rate shall remain in effect until the earlier of (x) a new Expected Utilization Rate becomes effective for such space or (y) the March 1 as of which a Revenue Value Adjustment is determined for such space. As of the date of a Revenue Value Adjustment, a space shall no longer have an Expected Utilization Rate. No Expected Utilization Rate shall be set in connection with a Regular Rate Adjustment. Whenever the City designates one or more Metered Parking Spaces as Concession Metered Parking Spaces or removes or is deemed to have removed one or more Metered Parking Spaces from the status of Concession Metered Parking Spaces, Expected Utilization Rates shall not be set for other Concession Metered Parking Spaces assigned to the same Metering Device.
Expected Utilization Adjustments and Revenue Value Adjustments. An Expected Utilization Adjustment and a Revenue Value Adjustment shall be calculated only for a Concession Metered Parking Space which has ah Expected Utilization Rate. Such Expected Utilization Adjustment and Revenue Value Adjustment shall be calculated by the City as of the March 1 occurring not less than 12 months and not more than or equal to 24 months after the date such Expected Utilization Rate became effective for such Concession Metered Parking Space (but only if a new Expected Utilization Rate has not become effective during the Reporting Year immediately preceding such March 1). As of such March 1, the City shall adjust Aggregate Revenue Value by the Revenue Value Adjustment, if any, for such Concession Metered Parking Space pursuant to the methodology set forth in Schedule 6. For purposes of adjusting Aggregate Revenue Value by the Revenue Value Adjustment, the Expected Utilization Rate in effect as of the first Day of the month immediately preceding such date of adjustment shall be used in calculating the Expected Utilization Adjustment.
Required Closure. If as a result of a Required Closure, Metered Parking System Operations for a Concession Metered Parking Space are suspended for a number of Days in the Reporting Year in excess of the Required Closure Allowance, then for the current and any subsequent Quarter during such Reporting Year the City shall be obligated to make a Required Closure Payment. A Required Closure Payment arising in connection with any Quarter shall be due and payable as part of the Quarterly Settlement Amount for such Quarter. Any Required Closure of an aggregate duration of greater than six hours in any Day shall be treated as a Required Closure for the entire Day and any Required Closure of an aggregate duration of six hours Or less shall be disregarded; provided, however, that any Required Closure of an aggregate duration of six hours or more that occurs over a period of three consecutive Days within the same Reporting Year (with each of the three consecutive Days counted for this purpose and with no single Day Required Closure of greater than six hours) shall be treated as a Required Closure for the first Day of such three-Day period. For any such three-Day period, at least two of the Days shall have a Required Closure of some duration not exceeding six hours. In no event shall any of the three Days be used to calculate more than one Day of Required Closure.
Parking Tax Imposition or Increase. If a Parking Tax is imposed with respect to Concession Metered Parking Spaces that are On Street Parking Spaces, then the Revenue Value of each such Concession Metered Parking Space shall be promptly reduced to reflect that the Metered Parking Fee expected to be derived by the Concessionaire from such Concession Metered Parking Space will be net of the Parking Tax. If, after the Closing Date, an existing Parking Tax is increased or a new Parking Tax is imposed on a Concession Metered Parking
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Space that is an Off Street Parking Space, then a similar reduction shall be made in the Revenue Value of that Concession Metered Parking Space.
Rate to Fine Multiple. The Revenue Value of a Concession Metered Parking Space shall be promptly reduced by ten percent during any period of time that the Rate to Fine Multiple is less than ten; by twenty-five percent during any period of time that the Rate to Fine Multiple is less than five and by eighty percent during any period of time that the Rate to Fine Multiple is less than three.
Utilization Adjustment. Whenever in the reasonable opinion of the Concessionaire, the exercise by the City of its Reserved Powers, other than a change in Metered Parking Fees, Periods of Operation, Periods of Stay or Rate to Fine Mult iple factor, has caused a reduction in both the Utilization Rate of the Concessionaire Metered'Parking Spaces and Aggregate Revenue Value, measured over a period of at least 60 Days, then, upon the written request of the Concessionaire, the City shall, after taking into account information provided by the Concessionaire with respect to the Utilization Rate over such 60 Day period (i) evaluate the Utilization Rate of all Concession Metered Parking Spaces as needed to adjust the then current Revenue Value of each Concession Metered Parking Space, taking into account such exercise by the City of its Reserved Powers and (ii) promptly make such adjustments in the Utilization Rate of Concession Metered Parking Spaces in accordance with the results of such evaluation.
Meier Adjustment. Schedule 10 shall also be promptly adjusted whenever a Metered Parking Space is added or removed as a Concession Metered Parking Space. The Revenue Value of any such Concession Metered Parking Space shall also be subject to all of the other adjustments required under this Section 1.9.
.(h) City's option to reverse the effect of a Reserved Power action on System in Service Percentage.
" (i) The Parties acknowledge that there may be circumstances in which the
City elects to take a Reserved Power action that it expects (A) to increase the System in Service Percentage but such Reserved Power action does not have that effect or increases the System in Service Percentage less than the City expected or (B) to decrease the System in Service Percentage but such Reserved Power action reduces the System in Service Percentage by more than the City expected when it took such action. In all such cases, the City has the power to reverse such Reserved Power action. Without prejudice to the rights of the Concessionaire and obligations of the City under Section 14.3, the Parties intend for this Section 7.9(h) to provide the City with the option to eliminate the past or future effect of such Reserved Power action on the System in Service Percentage; provided, however, that the City reimburses the Concessionaire for any loss of Revenue Value during the period such Reserved Power action was in effect, as provided below.
(ii) At any time prior to the first Day of the Reporting Year that occurs not less than 12 months and not more than 24 months after the month an Expected Utilization Rate for a Concession Metered Parking Space is set on account of a Reserved Power pursuant to Section 7.9(a). the City has the option to reverse the effect such Reserved Power action has on the System in Service Percentage by reverting the Period of Operation, Metered Parking Fee or
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Period of Stay changed by virtue of such Reserved Power action to the Period of Operation, Metered Parking Fee or Period of Stay immediately preceding the Reserved Power action (and then, if applicable, adjusting such Metered Parking Fee for any subsequent Regular Rate Adjustments), and adjusting the Utilization Rate for such space to be the Utilization Rate in effect for such space as of the first Day ofthe month the Reserved Power action became effective pursuant to Section 7.4; provided, however, that (A) if the City has exercised one or more subsequent Reserved Power actions (other than Regular Rate Adjustments) with respect to such space during the period prior to the first Day of the Reporting Year that occurs not less than 12 months and not more than 24 months after the month an Expected Utilization Rate for the Concession Metered Parking Space is set on account of a Reserved Power pursuant to Section 7.9 and such subsequent Reserved Power actions have not been reversed under this Section 7.9(h), the City shall only have the option to reverse the effect of the last Reserved Power action (other than;a Regular Rate Adjustment) on the System in Service Percentage; and (B) if the Reserved Power action in question concerns more than one Concession Metered Parking Space, this Section 7.9(h) will not apply unless the City reverses such Reserved Power action as to all of the spaces as to which such Reserved Power action was taken. The Parties agree that at the time of such a reversal, the System in Service Percentage will be adjusted as necessary to remove any decrease or increase in the System in Service Percentage attributable to the reversed Reserved Power action; provided, however, that if a Regular Rate Adjustment shall have occurred subsequent to the exercise of the Reserved Power action and prior to the date of such reversal, the System in Service Percentage shall reflect the effect ofthe Regular Rate Adjustment. The Parties further agree that any payments or credits attributable to the reversed Reserved Power action will be returned or cancelled on the date of payment of the next Quarterly Settlement Amount following the Reserved Power reversal.
If the City elects to exercise its option to reverse the effect of a Reserved Power action on the System in Service Percentage pursuant to this Section 7.9(h), the City will calculate, and if a positive figure, the City will pay as of the date of payment ofthe next QuarteHy Settlement Amount following the Reserved Power reversal, the difference between (1) the productof 1712 ofthe Revenue Value of such Concession Metered Parking Space as of the first Day ofthe month immediately preceding the Reserved Power action and the number of months the Reserved Power action was in effect, and (2) the Actual Operating Revenue and Required Closure Payments for such space during the period in which the Reserved Power action was in effect. No payment shall'be due to either Party if the figure is negative. The Expected Utilization Rate set in connection with a Reserved Power action that has been reversed shall not result in a Revenue Value Adjustment.
This Section 7.9(h) shall not apply to the designation of new Concession Metered Parking Spaces.
Section 7.10. Incentive to Modernize Metering Devices. Any increase in the number of On-Street Parking Spaces resulting from the replacement of traditional single bay and double bay electronic or mechanical Metering Devices by the installation of pay and display Metering Devices or other Metering Devices that eliminate or reduce the need for stanchions and other structures in the public way will not constitute an increase in the number of Concession Metered Parking Spaces for the purpose of any calculation of Revenue Value.
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Section 7.11. Reduction in Concession Metered Parking Spaces. A Reserved Powers Adverse Action shall have occurred if (i) for any Reporting Year the average daily number of Concession Metered Parking Spaces is less than 30,000; provided, however, that spaces designated as Reserve Metered Parking Spaces serviced by a Metering Device that generates total Metered Parking Revenues of less than $2,000, as Adjusted for Inflation from the Effective Date Of First Amendment, for the Reporting Year immediately preceding such Reporting Year, shall be treated as Concession Metered Parking Spaces for purposes of determining the average daily number of Concession Metered Parking Spaces under this Section 7.11. or (ii) for any Reporting Year ending prior to March 1, 2073, the average of the Monthly System in Service Percentages for such Reporting Year is less than eighty percent (80%).
Section 7.12. Excessive Use By Exempt Persons. The amount of any Exempt Persons Annual Excess Loss for a Reporting Year shall accrue interest at the Bank Rate from the last day ofthe applicable Reporting .Year and shall be paid by the City to the Concessionaire no later than 90 Days following the determination of the amount of such Exempt Persons Annual Excess Loss.
Section 7.13. Right to Challenge. If a Party objects to any determination made by the other Party pursuant to this Article 7. the objecting Party shall have the right to submit such determination (at any time including after the date of such determination) for resolution by technical arbitration pursuant to Section 19.7; provided, however, that any item disputed under Section 7.14 shall not be eligible for a technical arbitration pursuant to Section 19.7.
Section 7.14. RPA Determination Concerning Revenue Value Adjustment.
(a) Conditions for Seeking an RPA Determination Concerning Revenue Value Adjustment. The Parties acknowledge that there may be circumstances in which a Revenue Value Adjustment may reflect economic effects on the Metered Parking System other than those caused by the City's exercise of Reserved Powers. Accordingly, if any of the conditions outlined in Section 7.14(a)(i)-(v) or Section 7.14(a)(vii) is satisfied, either Party may initiate a proceeding (such proceeding, and the process with respect to such proceeding as described in this Section 7.14. the "RPA Determination Proceeding"), and if the condition outlined in Section 7.14(a)(vi) is satisfied, the Concessionaire may initiate an RPA Determination Proceeding, for an Expert Econometrician to determine (such determination, the "RPA Determination") the amount that the Revenue Value Adjustment in question would have been had the effects of the amounts caused by factors other than the exercise of Reserved Powers been excluded from such calculation; provided, however, that neither Party may initiate an RPA Determination Proceeding with respect to any Reserved Power the effect of which the City reversed pursuant to Section 7.9(h).
(i) As to any Quarter commencing with the Reporting Year that commences March 1, 2015, if there has been an event during the two-year period immediately preceding the Quarter which is beyond the reasonable control of the Parties and such event would have constituted a Force Majeure within the meaning of Section 1.1 if it had affected the Concessionaire's performance or use of the Metered Parking System, and such event impacted Actual System Operating Revenue during some or all of such two-year period. Such events shall include an intervening act of God or public enemy, war, invasion, armed conflict, act of foreign enemy, blockade, revolution, act of terror, sabotage, civil commotion, interference by civil or
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military authorities, condemnation or confiscation of property or equipment by any Governmental Authority, nuclear or other explosion, radioactive or chemical contamination or ionizing radiation, fire, tornado, flooding, earthquake or other natural disaster, riot or other public disorder, epidemic or quarantine restriction; provided, however, that no event arising out of or in connection with or resulting from any ofthe following shall provide a basis for initiating an RPA Determination Proceeding (unless such event is specifically enumerated in this paragraph): (A) general economic conditions or changes therein; (B) financial, banking, currency or capital markets fluctuations or conditions (either in the United States or any international market and including changes in interest rates); and (C) conditions affecting the financial services or parking industries generally.
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2015, if during the Reporting Year ending one year and one Day prior to such Quarter the City changed the Period of Stay or increased the Period of Operation of Concession Metered Parking Spaces that (A) are equal to or more than. 10% of the total number of Concession Metered Parking Spaces as ofthe last Day of such Reporting Year or (B) the combined Revenue Value of such changed spaces is equal to or more than 10% of the combined Revenue Value of all Concession Metered Parking Spaces as ofthe last Day of such Reporting Year; provided, however, that the RPA Determination shall be limited to the amount ofthe Revenue Value Adjustment attributable to such spaces.
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2015, if (A) the True-Up Adjustment increases or decreases by more than the greater of $250,000, as Adjusted for Inflation from the Effective Date Of First Amendment, or 15% from the True-Up Adjustment in the fourth Quarter of the preceding Reporting Year and (B) the Unaffected System Utilization Rate increases or decreases by more than 10% from the Unaffected System Utilization Rate for the preceding Reporting Year; provided, however, that this condition shall not be deemed satisfied for purposes of the City's right to initiate an RPA Determination Proceeding unless the Unaffected Concession Metered Parking Spaces included in the calculation of Unaffected System Utilization Rate shall have a combined Revenue Value that is equal to or greater than 50% of the combined Revenue Value of all Concession Metered Parking Spaces as of the last Day ofthe Reporting Year over which such Unaffected System Utilization Rate is measured.
As to the first Quarter of the Reporting Year commencing March 1, 2015, if (A) the number of Affected Concession Metered Parking Spaces is equal to or more than 5% of the total number of Concession Metered Parking Spaces as of February 28, 2014, or (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces is equal to or more than 5% ofthe combined Revenue Value of all Concession Metered Parking Spaces as of February 28, 2014; provided, however, that for purposes of making the RPA Determination (x) the "exercise of Reserved Powers" shall exclude the changes in Hours of Operation to the Impacted Concession Metered Parking Spaces that are effective as of the Implementation Date, and (y) the RPA Determination shall exclude the amount of the Revenue Value Adjustment, if any, that was caused by the City's implementation of Public Act 097-0845, which limits the number of Exempt Persons effective January 1, 2014.
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As to the first Quarter ofthe Reporting Year commencing March 1, 2015, if (A) the number of Affected Concession Metered Parking Spaces is equal to or more than 10% of the total number of Concession Metered Parking Spaces in either Zone 4 or Zone 5 (as defined in Schedule 15) as of February 28, 2014, (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces is equal to or more than 10% of the combined Revenue Value of Concession Metered Parking Spaces in either Zone 4 or Zone 5 (as defined in Schedule 15) as of February 28, 2014; provided, however, that for purposes of making the RPA Determination (x) the "exercise of Reserved Powers" shall exclude the changes in Hours of Operation to the Impacted Concession Metered Parking Spaces that are effective as of the Implementation Date, (y) the RPA Determination shall exclude the amount ofthe Revenue Value Adjustment, if any, that was caused by the City's implementation of Public Act 097-0845, which limits the number of Exempt Persons effective January 1, 2014 and (z) the RPA Determination . shall be limited to such Parking Zdne(s).
As to the first Quarter of each of the Reporting Years commencing March 1, 2015, March 1, 2016 and March 1, 2017, if (A) the number of Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% of the total number of Concession Metered Parking Spaces in such Parking Zone as of the last Day of the Reporting Year ending one year and one Day prior to such first Quarter; or (B) the combined Revenue Value of the Affected Concession Metered Parking Spaces in such a Parking Zone is equal to or more than 25% of the combined Revenue Value of all Concession Metered Parking Spaces in such Parking Zone as of the last Day ofthe Reporting Year ending one year and one Day prior to such first Quarter; provided, however, that the RPA Determination shall be limited to such Parking Zone(s).
As to the first Quarter of any Reporting Year commencing with the Reporting Year that commences March 1, 2018, if (A) (x) the number of Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% of the total number of Concession Metered Parking Spaces in such Parking Zone as of the last Day of the Reporting Year ending one year and one Day prior to such first Quarter; or (y) the combined Revenue Value of the Affected Concession Metered Parking Spaces in a Parking Zone is equal to or more than 25% of the combined Revenue Value of all Concession Metered Parking Spaces in such Parking Zone as ofthe last Day ofthe Reporting Year ending one year and one Day prior to such first Quarter, and (B) the Concessionaire has conducted a statistical sampling of the use of Concession Metered Parking Spaces and calculated the Exempt Person Annual Loss in accordance with the requirements of this Agreement and Schedule 14 during each of the two immediately preceding Reporting Years, and the EPAL Percentage has changed by more than six (6) percentage points (e.g., a decrease from 125% to 119%) from the prior Reporting Year; provided, however, that if the EPAL Percentage for the first of the two Reporting Years is (i) 112% or less, then this condition shall not be satisfied with respect to the Concessionaire, and (ii) less than 106%, then in determining whether this condition is satisfied with respect to the City, only the percentage point change above 106% shall be considered; provided further that the RPA Determination shall be limited to those Parking Zone(s) that satisfy the requirement of Section 7.14(a)(vii)(A) above.
(b) RPA Determination Proceeding.
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A Party shall initiate the RPA Determination Proceeding by providing written notice to the other Party, within 30 Days after the date on which the City delivers the report of the Quarterly Settlement Amount for such Quarter pursuant to Section 7.4. Such notice shall (A) demonstrate that one or more of the conditions set forth in Section 7.14(a) has been satisfied and (B) notify the other Party of its intent to seek an RPA Determination.
The RPA Determination Proceeding shall be conducted by a nationally recognized econometrician (the "Expert Econometrician") jointly selected by the City and the Concessionaire (and, if the Parties fail to agree upon an Expert Econometrician within 10 Business Days after the notice of commencement, then the Expert Econometrician shall be appointed by the International Institute for Conflict Prevention & Resolution (CPR), 575 Lexington Avenue, 21st Floor, New York New York 10022). Each Party shall engage an expert, who shall serve as such Party's representative in the RPA Determination Proceeding. No later than 60 Days after the selection ofthe Expert Econometrician, each Party's expert shall submit to the Expert Econometrician (with a copy to the other Party) a signed report, together with any calculations or other supporting information or exhibits, setting forth his or her position on the amount that the Revenue Value Adjustment would have been had the effects of the amounts caused by factors other than the exercise of Reserved Powers been excluded from the calculation. No later than 30 Days after the Parties' initial expert submissions (or the expiration of the deadline for such submissions, if earlier), each Party's expert may (but shall not be required to) submit a response to the report previously submitted by the expert ofthe other Party. The Expert Econometrician may ask either Party questions concerning their submissions and may request such additional information or analysis as it deems appropriate, and, each. Party agrees to cooperate with (and to cause their respective expert to cooperate with) such requests; provided, however, that a copy of such request or response shall be provided to the other Party promptly after such request or response is given. The Parties will direct the Expert Econometrician to hold a conference with the Parties and their experts as soon as practicable, but not later than 30 Days after the Parties' response submissions. Only the experts appointed by the Parties shall be permitted to actively present and discuss matters with the Expert Econometrician at the conference (with any other representatives of the Parties having only a right of observation). The Expert Econometrician shall determine the length and procedures of such conference, and shall have the opportunity to ask such questions of the Parties' experts as it deems appropriate. The Parties' experts shall be permitted to respond to the positions of the other Party's expert taken at the conference. The Parties shall direct the Expert Econometrician to finalize and deliver to the Parties the RPA Determination no later than 30 Days after the completion of such conference. The RPA Determination shall be in writing and state the reasons upon which it is based, with such supporting detail as the Expert Econometrician deems appropriate; provided, however, that the RPA Determination shall include a statement that specifically determines and states the amount that the Revenue Value Adjustment would have been had the effects of the amounts caused by factors other than the exercise of Reserved Powers been excluded from the calculation. Within three Business Days after its receipt of the decision, any Party may request the Expert Econometrician to interpret the decision or to correct any clerical, typographical or computation errors therein. The other Party shall have a right to respond to such request for interpretation and/or correction within three Business Days of its receipt of such request. If the Expert Econometrician considers the request justified, it shall comply with such request within three Business Days after its receipt of such request. The
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correction and/or interpretation ofthe decision shall take the form of an addendum and shall constitute part ofthe RPA Determination.
Upon an RPA Determination by the Expert Econometrician, the City shall adjust retroactively the Revenue Value Adjustment, Aggregate Revenue Value, System in Service Percentages and Quarterly Settlement Amount(s) for the Quarter in question and subsequent Quarters (if any) to conform to the change in the Revenue Value Adjustment set forth in the RPA Determination. If the RPA Determination concludes that the Revenue Value Adjustment should be decreased, the Concessionaire shall return such portion of the Quarterly Settlement Amount paid to the City (if applicable) or, if there is no amount to be returned to the City, the City will receive a Settlement Credit in the amount of the reduced Quarterly Settlement Amount. If the RPA Determination concludes that the Revenue Value Adjustment should be increased, the City shall pay the increased Quarterly Settlement Amount to the Concessionaire or, if appropriate, any existing Settlement Credit shall be reduced by the amount of the increased Quarterly Settlement Amount.
The RPA Determination shall be final and binding on the Parties, and shall be non-appealable. In no case shall any Revenue Value Adjustment with respect to a particular Quarter be the subject of more than one RPA Determination Proceeding. I he Parties shall each bear their own costs with respect to the RPA Determination Proceeding and shall bear equally the cost of the Expert Econometrician. No Party shall engage in ex parte communication with the Expert Econometrician; provided, however, that the Expert Econometrician shall be permitted to ask questions of, and to discuss the Parties' respective submissions and positions with, the Parties' experts on an ex parte basis.
Section 7.15. Special Rule for the Reporting Year Commencing March 1, 2014. In
connection with its election to enter into the First Amendment, the City has changed the Hours of Operation for certain Metered Parking Spaces to reflect no Hours of Operation on Sundays for certain spaces and increased Hours of Operation for certain other spaces, all as indicated on Amended Schedule 10 (collectively, the "Impacted Concession Metered Parking Spaces"; all other Concession Metered Parking Spaces, the "Non-Impacted Concession Metered Parking Spaces"). The Concessionaire will implement such changes by no later than (i) July 1, 2013, if the City Council approves the First Amendment on or before June 8, 2013, or (ii) six weeks after City Council approval ofthe First Amendment, if such approval occurs after June 8, 2013. The Concessionaire shall notify the City in writing when all such changes are implemented. The date on which all such changes are implemented and the Impacted Concession Metered Parking Spaces operate at the Hours of Operation set forth on Amended Schedule 10 is referred to as the "Implementation Date." The Parties anticipate that these changes in Hours of Operation will have an effect on the Utilization Rates for the Concession Metered Parking Spaces and have agreed that (i) the provisions of this Section 7.15 and not the ordinary rules of Article 7 shall control for purposes of determining Existing Revenue as of March 1, 2014, and (ii) either Party may initiate an RPA Determination Proceeding as provided in Section 7.14(a)(iv).
For the Reporting Year commencing March 1, 2014, the City shall determine Revenue Values, System in Service Percentages and Quarterly Settlement Amounts and shall make such payments of Quarterly Settlement Amounts (or receive such Settlement Credits), all as provided
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in the other Sections of Article 7 and in accordance with the methodology for calculating Existing Revenue for this period set forth in Schedule 6.
ARTICLE 8 REPORTING; AUDITS; INSPECTIONS
Section 8.1. Reports.
Incident Management and Notifications. The Concessionaire shall provide notice to the City within 24 hours of all emergencies, known to the Concessionaire or the Operator, and promptly provide notice to the City of all material accidents and incidents occurring with respect to the Metered Parking System, and of all claims in excess of $50,000 made by or against the Concessionaire, or potential claims in excess of $50,000 that the Concessionaire reasonably expects to make against, or to be made against it by, third parties.
Intentionally deleted.
Financial Reports. The Concessionaire shall deliver to the City within 120 Days after the end of each calendar year a copy ofthe audited balance sheets of the Concessionaire at the end of each such calendar year, and the related audited statements of income, changes in equity and cash flows for such calendar year, including in each case the notes thereto, together with the report thereon of the independent certified public accountants of the Concessionaire, iri each case in a manner and containing information consistent with the Concessionaire's current practices and certified by the Concessionaire's chief financial officer that such financial statements fairly present the financial condition and the results of operations, changes in equity and cash flows of the Concessionaire as at the respective dates of and for the periods referred to in such financial statements, all in accordance with generally accepted accounting principles in the United States consistently applied. Such financial statements shall reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements.
Section 8.2. Information.
(a) Furnish Information. At the request of the City, the Concessionaire shall, at the Concessionaire's cost and expense and at any and all reasonable times during the Term: (i) make available or cause to be made available (and, if requested by the City, furnish or cause to be furnished) to employees designated by the City all Information relating to the Metered Parking System Operations, this Agreement or the Metered Parking System as may be specified in such request and as shall be in the possession or control of the Concessionaire or its Representatives and (ii) permit the City, after giving ten (10) Business Days' prior notice to the Concessionaire (which notice shall identify the Persons the Cily requests to be present for an interview and describe with reasonable specificity the subject matter to be raised in the interview), to discuss the obligations of the Concessionaire under this Agreement with any of the directors, officers, employees or managers ofthe Concessionaire, the Operator or their respective Representatives (it being agreed that the Concessionaire shall have the right to be present during any such discussions with the Operator or Representatives of the Concessionaire or the Operator), for the purpose of enabling the City to determine whether the Concessionaire is in compliance with this
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Agreement; provided, however, that, in the case of investigations of possible criminal conduct or City ordinance violations, no prior notice shall be required to the Concessionaire and the Concessionaire shall not have the right to be present during any discussions with the Operator or Representatives of the Concessionaire or the Operator. For the avoidance of doubt, this Section 8.2(a) does not impose a requirement to retain Information not otherwise retained in the normal course of business or required to be retained by applicable Law.
Furnish Data Necessary for Revenue Value Reports. By no later than July 1, 2013 the Concessionaire shall provide employees designated by the City: (i) on a daily basis, iri respect of information and data collected for the Day three (3) Days prior to the Day of delivery, via an automated export to a mutually agreed-upon secure electronic file transport mechanism, (a) individual transaction information for Metered Parking Spaces showing the start and end time at which the transaction occurred, the allotment of time purchased iri the transaction, the amount paid, and the location and Metering Device associated with the transaction, and (b) revenue data associated with Pay-by-Cell or any other technology implemented pursuant to Section 4.7; (ii) no later than ten (10) Days following the end of any month, (a) a monthly inventory of individual Metering Devices, (b) monthly parking permit revenue data, (c) collections data, (d) red alarm reports or other reports that specify when individual Metering Devices were out of service, and (e) information in the Concessionaire's possession concerning the location, type and effective date of Reserved Power actions that occurred during the preceding month; and (iii) no later than sixty (60) Days following the end of any Quarter, information in the Concessionaire's possession concerning closures (including start date and time and end date and time, associated Metered Parking Space and location of that space, and supporting data) that occurred during the preceding ,¦ Quarter. Notwithstanding the foregoing, the Concessionaire shall not be required to provide the information and data contemplated by Section 8.2fb")("i1 until the Concessionaire has received the internet protocol address and other information, if any, it reasonably requires from the City {provided, however, that the Concessionaire shall provide any request for such information not later than May 31, 2013) to enable it to provide the information and data and the City has the software and equipment to enable it to receive the information and data. The costs associated with providing the data and information outlined in this Section 8.2(b) shall be at the Concessionaire's own cost and expense; provided, however, that any costs the City incurs to enable it to receive such data and information, including any updates to or maintenance of, any software or equipment of the City, shall be at the City's own cost and expense. If the Concessionaire is unable or inadvertently fails to provide such information within the foregoing time periods, the Concessionaire will not be in breach of this Section 8.2(b) if it provides such information as soon as possible thereafter and in any event within thirty (30) Days after the deadlines set forth above.
Confidentiality. Unless disclosure is required by applicable Law, the City shall keep confidential any Information obtained from the Concessionaire or its Representatives that (i) pursuant to Section 7(l)(g) of the Illinois Freedom of Information Act, 5 ILCS 140/7(l)(g), constitutes trade secrets or commercial or financial information (A) where the trade secrets or commercial or financial information are proprietary, privileged or confidential, or (B) where disclosure of the trade secrets or commercial or financial information may cause competitive harm and (ii) is designated as such by the Concessionaire in writing to the City; provided, however, that the City shall have the right to determine, in its reasonable discretion, whether Section 7(1 )(g) of the Illinois Freedom of Information Act applies to any such Information;
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provided, further that in the event the City determines that Section 7(1 )(g) of the Illinois Freedom of Information Act does not apply to any such Information, the City shall provide reasonable notice to, and shall consult with, the Concessionaire prior to disclosure of such Information. In the event that the Concessionaire requests the City to defend an action seeking the disclosure of Information that the City determines to be confidential pursuant to this Section 8.2(c), the Concessionaire shall reimburse the City for the reasonable costs and expenses (including attorneys' fees of the prevailing party) incurred by the City in defending any such action. Notwithstanding anything to the contrary herein, the City and the Concessionaire may disclose the United States federal tax treatment and tax structure of the Transaction.
Section 8.3. Inspection, Audit and Review Rights ofthe City.
Audit Right. In addition to the rights set out in Section 8.2, the City may^ at all reasonable times, upon 10 Business Days' prior notice, except in the case of investigations of possible criminal conduct or City ordinance violations, in which case no prior notice shall be required, cause a Representative designated by it to, carry out an Audit of the Information required to be maintained or delivered by the Concessionaire under this Agreement in connection with the performance ofthe Metered Parking System Operations for the purpose of verifying the information contained therein and shall be entitled to make copies thereof and to take extracts therefrom, at the City's expense, but, in any event, subject to Section 8.2(c). The Concessionaire, at the cost and expense ofthe Concessionaire, shall, at reasonable times, make available or cause to be made available to the City or its designated Representative such information and material as may reasonably be required by the City or its designated Representative for its purposes and otherwise provide such cooperation as may be reasonably required by the City in connection with the same.
Inspection Right. The City and its Representatives shall, at all reasonable times and upon reasonable prior notice, have access to the Metered Parking System and every part thereof {provided that no access is permitted to the cash collections, Metering Device keys and locks, or .any software or other intangibles) and the Concessionaire, at the reasonable cost and expense ofthe Concessionaire, shall and shall'cause its Representatives to, furnish the City with every reasonable assistance for inspecting the Metered Parking System and the Metered Parking System Operations for the purpose of Auditing the Information or ascertaining compliance with this Agreement and applicable Law (including Section 4-236-050 of the Municipal Code).
Tests. The City and its Representatives shall, with the prior consent of the Concessionaire (which shall not be unreasonably withheld, conditioned or delayed), except in the case of investigations of possible criminal conduct or City ordinance violations, in which case no consent shall be required, be entitled, at the sole cost and expense of the City, and at any time and from time to time, to perform or cause to be performed any test, study or investigation in connection with the Metered Parking System or the Metered Parking System Operations as the City may reasonably determine to be necessary in the circumstances and the Concessionaire, at the cost and expense of the Concessionaire, shall, and shall cause its Representatives to, furnish the City or its Representatives with reasonable assistance in connection with the carrying out of such tests, procedures, studies and investigations.
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No Waiver. Failure by the City or its Representatives to inspect, review, test or Audit the Concessionaire's responsibilities under this Agreement or any part thereof, or the performance by the Concessionaire of the Metered Parking Services, or the Information, shall not constitute a waiver of any of the rights of the City hereunder or any of the obligations or liabilities ofthe Concessionaire hereunder. Inspection, review, testing or Audit not followed by a notice of Concessionaire Default shall not constitute a waiver of any Concessionaire Default or constitute an acknowledgement that there has been or will be compliance with this Agreement and applicable Law.
No Undue Interference. In the course of performing its inspections, reviews, tests and Audits hereunder, the City shall minimize the effect and duration of any disruption to or impairment of the Metered Parking System Operations or the Concessionaire's rights or responsibilities under this Agreement, having regard to the nature of the inspections, reviews, tests and Audits being performed, except as necessary in the case of investigations of possible criminal conduct or City ordinance violations.
Section 8.4. Audits, Assistance, Inspections and Approvals. Wherever in this Agreement reference is made to the City or its Representatives providing assistance, services, Approvals or consents to or on behalf ofthe Concessionaire or its Representatives or to the City or its Representatives performing an Audit or inspecting, testing, reviewing or examining the Metered Parking System, the Metered Parking System Operations or any part thereof or the books, records, Documents, budgets, proposals, requests, procedures, certificates, plans, drawings, specifications, contracts, agreements, schedules, reports, lists or other instruments of the Concessionaire or its Representatives, such undertaking by the City or its Representatives shall not relieve or exempt the Concessionaire from, or represent a waiver of, any requirement, liability, Concessionaire Default, covenant, agreement or obligation under this Agreement or at law or in equity and shall not create or impose any requirement, liability, covenant, agreement or obligation (including an obligation to provide other assistance, services or Approvals) on the City or its Representatives not otherwise created or imposed pursuant to the express provisions of this Agreement.
ARTICLE 9 REPRESENTATIONS AND WARRANTIES
Section 9.1. Representations and Warranties of the City. The City makes the following representations and warranties to the Concessionaire and acknowledges that the Concessionaire and its Representatives are relying upon such representations and warranties in entering into this Agreement:
Organization. The City is a municipality and home rule unit of local government, duly organized and existing under the Constitution and laws of the State of Illinois.
Power and Authority. The City Council of the City has (i) duly adopted the Metered Parking System Ordinance, which remains in full force and effect, (ii) duly authorized and approved the execution and delivery of this Agreement and (iii) duly authorized and approved the performance by the City of its obligations contained in this Agreement. The City has the power and authority to adopt the Metered Parking System Ordinance, to enter into this
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Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms hereof provided, however, that the power and authority of the City over County Roads is subject to the exercise by the County of Cook, Illinois of its police and regulatory powers and over State Roads is subject to the exercise by the State of Illinois of its police and regulatory powers.
Enforceability. This Agreement has been duly authorized, executed and delivered by the City and constitutes a valid and legally binding obligation of the City, enforceable against the City in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and to general principles of equity.
Title. At the Time of Closing, the City will have good and sufficient title to the Metered Parking System necessary for the Metered Parking System Operations pursuant to this Agreement, subject only to Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition of the term "Permitted Concessionaire Encumbrances"). Subject to any and all Permitted City Encumbrances and Permitted Concessionaire Encumbrances (other than the Permitted Concessionaire Encumbrances specified in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii), of the definition ofthe term "Permitted Concessionaire Encumbrances") existing at the Time of Closing, there is no recorded or unrecorded agreement, contract, option, commitment, right, privilege or other right of another binding upon, or which at any time in the future may become binding upon, the City to sell, transfer, convey, subject to lien, charge, grant a security interest in, or in any other way dispose of or materially encumber the Metered Parking System. Subject to any and all permitted City Encumbrances, the recorded or unrecorded restrictions, exceptions, easements, rights of way, reservations, limitations, interests and other matters that affect title to the Metered Parking System (or any portion thereof) do not materially adversely affect the Concessionaire's ability to operate the Metered Parking System in accordance with the terms hereof. No indebtedness for borrowed money ofthe City is or will be secured by any right or interest in the Metered Parking System or the revenues or income therefrom (other than the revenues payable to the City from the operation of Reserve Metered Parking Spaces) and no judgment lien exists or shall exist in any revenue derived from or generated with respect to the Metered Parking System.
No Conflicts. The adoption of the Metered Parking System Ordinance, execution and delivery of this Agreement by the City, the consummation ofthe transactions contemplated hereby (including the operation of the Metered Parking System in accordance with the terms of this Agreement) and the performance by the City of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of the City under (i) any applicable Law or (ii) any agreement, instrument or document to which the City is a party or by which it is bound.
(0 Consents. No Consent is required to be obtained by the City from, and no notice or filing is required to be given by the City to or made by the City with, any Person (including
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any Governmental Authority) in connection with the execution, delivery and performance by the City of this Agreement or the consummation of the transactions contemplated hereby.
Compliance with Law; Litigation; Environmental Matters.
The City operated the Metered Parking System prior to the Closing Date in compliance, in all material respects, with all applicable Laws and the City is not iri breach of any applicable Law that would have a material adverse effect on the operations of the Metered Parking System or on the Concessionaire Interest. There are no Authorizations from any Governmental Authority necessary for the operation of the Metered Parking System as currently being operated.
Except as previously disclosed to the Concessionaire, there is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to the best ofthe City's knowledge, threatened against the City prior to or at the Time of Closing, which will have a material adverse effect on the operations of the Metered Parking System. Except as previously disclosed to the Concessionaire, as of the date of this Agreement, there is no action, suit or proceeding, at Law or in equity, or before or by any Governmental Authority, pending nor, to the best of the City's knowledge, threatened against the City which could materially affect the validity or enforceability of this Agreement.
No environmental permits are necessary for the current operation of the Reserve Parking Lots by the City.
Financial Information. The financial information of the City relating to the Metered Parking System for the periods ended December 31, 2003, 2004, 2005, 2006 and 2007, and for the stub period from January 1, 2008 to June 30, 2008, all attached hereto as Schedule 13, fairly presents the revenues, operating expenses and net revenues of the Metered Parking System as of the dates and for the periods stated in such financial information.
(i) Metered Parking System Contracts. Each Metered Parking System Contract was
in full force and effect prior to the Closing Date, was made available for review by the
Concessionaire and subject to Section 2.5(e) was terminated at the Time of Closing in
accordance with Section 2.5(e) without liability or obligation to the Concessionaire. As of the
date of termination of each Metered Parking Systehi Contract, the City was not in material
breach of its obligations under any such Metered Parking System Contract, and no act or event
had occurred which, with notice or lapse of time, or both, would have constituted a material
breach thereof, and to the knowledge of the City no other party to any Metered Parking System
Contract was in material breach Of its obligations under any Metered Parking System Contract,
and no act or event had occurred with respect to any such party, which with notice or lapse of
time, or both, would have constituted or would have reasonably been expected to constitute a
material breach thereof. As of the Closing Date, the Metered Parking System Contracts were all
of the material contracts and agreements (i) to which the City was a party that related to the
Metered Parking System Operations or (ii) that bound the Metered Parking System in any
material respect.
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. (j) Absence of Changes. Since June 30, 2008,: there has not been any transaction or occurrence that has resulted or is reasonably likely to result in a Material Adverse Effect.
(k) Brokers. Except for William Blair & Company, L.L.C, Gardner Rich & Company and Samuel A. Ramirez & Co., Inc., whose fees will be paid by the City, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the City who might be entitled to any fee or commission from the City in connection with the transactions contemplated by this Agreement.
(1) Accuracy of Information. To the knowledge of the City, the factual and past historical information regarding the Metered Parking System that the City provided to the Concessionaire in the virtual data room at www.eki-dataroom.com was accurate in all material respects at the time such information was provided.
Section 9.2. Representations and Warranties of the Concessionaire. The
Concessionaire makes the following representations and warranties to the City (and acknowledges that the City is relying upon such representations and warranties in entering into this Agreement):
Organization. The Concessionaire is duly organized, validly existing and in good standing under the laws of the state of its organization. The capital stock, units, partnership or membership interests and other equity interests or securities of the Concessionaire (including options, warrants and other rights to acquire any such equity interests) are owned by the Persons set forth in the written certification that the Concessionaire delivered to the City prior to the date of this Agreement.
Power and Authority. The Concessionaire has the power and authority to enter into this Agreement and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in accordance with the terms hereof
Enforceability. This Agreement has been duly authorized, executed and delivered by the Concessionaire and constitutes a valid and legally binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and to general principles of equity.
No Conflicts. The execution and delivery of this Agreement by the Concessionaire, the consummation of the transactions contemplated hereby and the performance by the Concessionaire of the terms, conditions and provisions hereof has not and will not contravene or violate or result in a material breach of (with or without the giving of notice or lapse of time, or both) or acceleration of any material obligations of the Concessionaire under (i) any applicable Law, (ii) any material agreement, instrument or document to which the Concessionaire is a party .or by which it is bound or (iii) the articles, bylaws or governing documents of the Concessionaire.
Consents. No Consent is required to be obtained by the Concessionaire from, and no notice or filing is required to be given by the Concessionaire to or made by the
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Concessionaire with, any Person (including any Governmental Authority) in connection with the execution and delivery by the Concessionaire of this Agreement or the consummation of the transactions contemplated hereby, except for such consents which have been obtained and notices which have been given as of the date of this Agreement.
Compliance with Law; Litigation. The Concessionaire is not in breach of any applicable Law that could have a material adverse effect on the operations of the Metered Parking System. Neither the Concessionaire nor any Affiliate of the Concessionaire 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 with which the City may not do business under applicable Law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. Except as previously disclosed to the City, there is no action, suit or proceeding, at law or in equity, or before or by any Governmental Authority, pending nor, to the best of the Concessionaire's knowledge, threatened against the Concessionaire prior to or at the Time of Closing, which will have a material adverse effect on (i) the transactions contemplated by this Agreement or (ii) the validity or enforceability of this Agreement.
Operator. To the extent the Operator is not the Concessionaire, the Concessionaire represents and warrants as follows: To the best knowledge ofthe Concessionaire: (i) the Operator is duly organized, validly existing and in good standing under the laws of the.; state of its organization; (ii) the capital stock of the Operator (including options, warrants and other rights to acquire capital stock) is owned by the Persons set forth in the written certification that the Concessionaire delivered to the City prior to the date of this Agreement; (iii) the Operator has the power and authority to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it in connection with its engagement by the Concessionaire; (iv) the Operator has all necessary expertise, qualifications, experience, competence, skills and know-how to perform the Metered Parking System Operations in accordance with this Agreement; and (v) the Operator is not in breach of any applicable Law that would have a material adverse effect on the operations of the Metered Parking System.
Economic Disclosure Statement; RFQ. All of the information in the economic disclosure statements and the response to the request for Metered Parking System concessionaire qualifications delivered by or on behalf of the Concessionaire to the City in connection with the execution of this Agreement is true, accurate and correct in all material respects.
(i) Brokers. Except for any broker or advisor whose tees will be paid by the
Concessionaire or its Affiliates, there is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of the Concessionaire
or any of its Affiliates who might be entitled to any fee or commission in connection with the
transactions contemplated by this Agreement.
Section 9.3. Non-Waiver. No investigations made by or on behalf of any Party at any time shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made by the other Party in this Agreement or pursuant to this
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Agreement. No waiver by a Party of any condition, in whole or in part, shall operate as a waiver of any other condition.
Section 9.4. Survival.
City's Representations and Warranties. The representations and warranties of the City contained in Section 9.1 shall survive and continue in full force and effect for the benefit of the Concessionaire as follows: (i) as to the representations and warranties contained in Sections 9.1 (a) through 9.1 (g). inclusive, without time limit; and (ii) as to all other matters, for a period of 24 months following the Closing Date unless a bona tide notice of a Claim shall have been given, in writing in accordance with Section 20.1. prior to the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim, provided such determination or settlement is being pursued diligently and in good faith by the applicable Party.
Concessionaire's Representations and Warranties. The representations and warranties ofthe Concessionaire contained in Section 9.2 shall survive and continue in full force and effect for the benefit Of the City as follows: (i) as to the representations and warranties contained in Sections 9.2(a) through 9.2(h). inclusive, without time limit; and (ii) as to all other matters, for a period of 24 months following the Closing Date unless a bona fide notice of a Claim shall have been given, in writing in accordance with Section 20.1, before the expiry of that period, in which case the representation and warranty to which such notice applies shall survive in respect of that Claim until the final determination or settlement of that Claim, provided such determination or settlement is being pursued diligently and in good faith by the applicable party.
ARTICLE 10 FINANCE OBLIGATIONS
Section 10.1. Concessionaire's Obligations. Except with respect to the City's funding of costs and expenses related to City Directives as contemplated by Section 5.1, the Concessionaire shall be responsible for obtaining any financing for the performance of its obligations under this Agreement, which financing shall comply with all requirements of this Agreement.
Section 10.2. City's Obligations. The City shall, to the extent consistent with applicable Law and at the sole cost and expense of the Concessionaire, cooperate with the Concessionaire with respect to documentation reasonably necessary to obtain, maintain and replace financing for the performance of the obligations of the Concessionaire hereunder. The City's cooperation may include reviewing, Approving and executing documents which substantiate the terms of this Agreement (including any consents and agreements necessary to confirm that the debt evidenced by the relevant financing constitutes Collateral Assignment Debt) and making information and material available to the Concessionaire's lenders to facilitate financing to the extent permitted by applicable Law and contractual obligations with third parties and to the extent reasonable in the circumstances. If requested to do so by the Concessionaire, the City shall, at the sole cost and expense of the Concessionaire, use its reasonable efforts to cause the City's independent public accountants to consent to the preparation, use and inclusion of certain financial information regarding the Metered Parking System in connection with the
Concessionaire's public or private offering of securities, as the case may be. In addition, the City shall, promptly upon the request of the Concessionaire or any Collateral Assignee, execute, acknowledge and deliver to the Concessionaire, or any of the parties specified by the Concessionaire, standard consents and estoppel certificates with respect to this Agreement which may be qualified to the best ofthe knowledge and belief of a designated Representative of the City. Nothing herein shall require the City to incur any additional obligations or liabilities (unless the City shall have received indemnification, as determined in the City's discretion, with respect thereto) or to take any action, give any consent or enter into any document inconsistent with the provisions of this Agreement.
Section 10.3. Concessionaire's Obligation for Estoppel Certificates. The
Concessionaire shall, promptly upon the request of the City, execute and deliver to the City, or any of the parties specified by the City, standard consents and estoppel certificates with respect to this Agreement which may be qualified to the best of the knowledge and belief of a designated Representative ofthe Concessionaire. Nothing herein shall require the Concessionaire to incur any additional obligations or liabilities or to take any action, give any consent or enter into any document inconsistent with the provisions of this Agreement or applicable Law.
Section 10.4. Prohibited Tax Shelter Transactions. The Concessionaire covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the City to become a party to a "prohibited tax shelter transaction" within the meaning of Section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section \0A, the City shall not be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement). A violation of this Section 10.4 by the Concessionaire shall entitle the City to (a) recover from the Concessionaire, to the extent permitted by applicable Law, the amount of any Tax liability to which the City or any City official is subject and (b) require the Concessionaire, at the Concessionaire's expense, to prepare timely all statements and returns, and to^maintain all lists and similar information that the City becomes obligated to disclose, file or maintain with any taxing authority or participant or otherwise as a result of such transaction.
ARTICLE 11 COMPLIANCE WITH LAWS
Section 11.1. Compliance with Laws. The Concessionaire must at all times at its own cost and expense observe and comply, in all material respects, and cause the Metered Parking System Operations to observe and comply, in all material respects, with all applicable Laws now existing or later in effect that are applicable to it or such Metered Parking System Operations, including those Laws expressly enumerated in this Article 11. and those that may in any manner apply with respect to the performance of the Concessionaire's obligations under this Agreement. The Concessionaire must notify the City within seven days after receiving notice from a Governmental Authority that the Concessionaire may have violated any Laws as described above.
Section 11.2. Non-Discrimination.
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Federal Non-Discrimination Laws. The Concessionaire shall comply with all applicable federal Laws regarding non-discrimination, including: (i) the Civil Rights Act of 1964, 42 U.S.C. §2000 et sea,. (1981); (ii) the Civil Rights Act of 1991, P.L. 102-166; (iii) Executive Order Number 11246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000(e) note, as amended by Executive Order Number 11375, 32 Fed. Reg. 14,303 (1967) and by Executive Order Number 12086, 43 Fed. Reg. 46,501 (1978); (iv) the Age Discrimination Act, 42 U.S.C. §§ 6101-6106 (1981); (v) the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-34 (1967); (vi) the Rehabilitation Act of 1973, 29 U.S.C. §§ 793-794 (1981); and (vii) the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (1990).
State Non-Discrimination Laws. The Concessionaire shall comply with all applicable Illinois Laws regarding non-discrimination, including: (i) the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1990), and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 44 111. Admin. Code § 750, Appendix A, which is included in Section 11.2(c); (ii) the Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et seg. (1990); and (iii) the Environmental Barriers Act, 410 ILCS 25/1 etseq. (1985).
Illinois Human Rights Act Equal Employment Opportunity Clause. The following Equal Employment Opportunity Clause is included herein pursuant to 44 III. Admin. Code § 750.10: In the event of the Concessionaire's non-compjiance with the provisions of this Equal Employment Opportunity Clause, the Illinois Human Rights Act, or the Rules and Regulations of the Illinois Department of Human Rights (the "Department"), the Concessionaire may be declared ineligible for future contracts.or subcontracts with the State of Illinois or any of its > political subdivisions or municipal corporations, and this Agreement may be canceled or voided in whole or in part, and such other sanctions or penalties may be imposed or remedies invoked as provided by statute or regulation. During the performance of this Agreement, the Concessionaire agrees as follows: (i) that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability, or an unfavorable discharge from the military services and further that it will examine all job classifications to determine if minority persons or women are underutilized and will take appropriate affirmative action to rectify any such underutilization; (ii) that if it hires additional employees in order to perform its obligations under this Agreement, it will determine the availability (in accordance with the Department's Rules) of minorities and women in the area(s) from which it may reasonably recruit and it will hire for each job classification for which employees are hired in such a way that minorities and women are not underutilized; (iii) that, in all solicitations or advertisements for employees placed by it or on its behalf, it will state that all applicants will be afforded equal opportunity without discrimination because of race, color, religion, sex, marital status, national origin or ancestry, age, physical or mental handicap unrelated to ability, or an unfavorable discharge from military service; (iv) that it will send to each labor organization or representative of workers with which it has or is bound by collective bargaining or other agreements, a notice advising such labor organization or representative of its obligation under the Illinois Human Rights Act and the Department's Rules, and if any such labor organization or representative fails or refuses to cooperate with it in its efforts to comply with such Act and Rules, it will promptly so notify the Department and the contracting agency and will recruit employees from other sources when necessary to fulfill its obligations thereunder; (v) that it will submit reports as required by the
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Department's Rules, furnish all relevant information as may from time to time be reasonably requested by the Department or the City, and in all respects comply with the Illinois Human Rights Act and the Department's Rules; (vi) that it will permit access to all relevant books, records, accounts and work sites by personnel of the City and the Department for purposes of investigation to ascertain compliance with the Illinois Human Rights Act and the Department's Rules; and (vii) that it will (A) include, verbatim or by reference, the provisions of this Equal Employment Opportunity Clause in every subcontract it awards under which any portion of the obligations are undertaken or assumed, so that such provisions will be binding upon such Contractor, (B) be liable for compliance with applicable provisions of this clause by its Contractors, (C) promptly notify the City and the Department in the event any Contractor fails or refuses to comply therewith and (D) not utilize any Contractors declared by the Illinois Human Rights Commission to be ineligible for contracts or subcontracts with the State of Illinois or any of its political subdivisions or municipal corporations, including the City.
(d) Cily Non-Discrimination Laws. The Concessionaire shall comply with all applicable City Laws regarding non-discrimination, including the Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010 et seq. of the Municipal Code, and shall furnish such reports and information as requested by the Chicago Commission on Human Relations.
Section 11.3. Non-Collusion, Bribery of a Public Officer or Employee. The
Concessionaire shall comply with Section 2-92-320 of the Municipal Code, as follows:
Prohibition on Contracts with Persons or Business Entities Convicted of Bribery or Collusive Activities. No Person shall be awarded a contract or subcontract if that Person: (i) has been convicted of bribery or attempting to bribe a public officer or employee ofthe City, the State of Illinois or any agency ofthe federal government or any state or local government in the United States of America, in that officer's or employee's official capacity; (ii) has been convicted 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 (iii) has made an admission of guilt of such conduct described in clause (i) or (ii) above which is a matter of record but has not been prosecuted for such conduct.
Ability to Charge Business Entity with Conduct of its Employees or Affiliates. Where an official, agent or employee of a business entity has committed any offense described in Section 11.3(a) on behalf of such an entity and pursuant to the direction or authorization of a responsible official thereof, the business entity shall be chargeable with the conduct. A business entity may be chargeable with the conduct of an Affiliated entity, as defined in Section 2-92-320 ofthe Municipal Code, if such Affiliated entity has committed any offense described in Section 11-3(a).
Period of Ineligibility. A Person shall be ineligible for a contract or subcontract pursuant to Section 2-92-320 of the Municipal Code for three years following a conviction or admission. The period of ineligibility may be reduced, suspended or waived as specified in Section 2-92-320 of the Municipal Code.
Section 11.4. Cooperation with City Inspector General.
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Duty to Cooperate with Inspector General. The Concessionaire shall comply with all provisions of Chapter 2-56 of the Municipal Code, including cooperating with the City Office of Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 ofthe Municipal Code.
Duty to Inform Contractors. All contracts entered into by the Concessionaire shall inform Contractors of Chapter 2-56 of the Municipal Code and require understanding of and compliance with such Chapter 2-56 of the Municipal Code.
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Section 11.5. Ethics and Conflict of Interest Requirements.
Compliance with City Governmental Ethics Ordinance. The Concessionaire shall comply with Chapter 2-156 of the Municipal Code, entitled "Governmental Ethics."
Prohibition on Certain Financial Interests and Inducements. The Concessionaire represents and warrants that: (i) no officer, agent or employee of the City is employed by the Concessionaire or has a financial interest directly or indirectly in this Agreement or the compensation to be paid in connection with this Agreement except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code, and (ii) no payment, gratuity or offer of employment will be made in connection with this Agreement by or on behalf of any Contractor to the Concessionaire or anyone associated with them, as an inducement for the award of a contract, subcontract or order.
Section 11.6. Prevailing Wage.
Requirement to Pay Prevailing Wage Rates in Connection with Metered Parking System Construction Activities. In connection with any construction activities related to the Metered Parking System during the Term, the Concessionaire shall pay all of its employees that are employed in connection with such construction activities, and shall ensure that all of its Contractors pay all of their employees, the prevailing wage rates as ascertained from time to time, by the Illinois Department of Labor (or its successors).
Prevailing Wage Rates. Prevailing wage rates as of execution of this Agreement are those applicable to Cook County, State of Illinois, as listed on the Illinois Department of Labor website for the month in which this Agreement is executed. All contracts shall list or otherwise reference the specified rates to be paid to all laborers, workers and mechanics for such craft or type of worker or mechanic employed in the contract. If the Illinois Department of Labor revises such prevailing wage rates, the revised rates shall apply to all such contracts.
Definition of Prevailing Wages. The term "prevailing wages." when used in this Agreement, means the hourly cash wages plus fringe benefits for health and welfare, insurance, vacations and pensions paid generally, in the locality in which the work is being performed, to employees engaged in work of a similar character on public works.
Section 11.7. Living Wage. The Concessionaire shall comply with and shall cause its Contractors to comply with, the living wage requirements of Section 2-92-610 of the Municipal Code, as it may be amended from time to time, so long as such requirements are in full force and effect. If an employee ofthe Concessionaire or a Contractor is required to be paid a living wage pursuant to this Section 11.7 and is also subject to payment of a prevailing wage pursuant to Section 11.6 of this Agreement, then the Concessionaire or the Contractor, as appropriate, shall pay the employee the higher of the prevailing wage or the living wage.
Section 11.8. MBE/WBE, Affirmative Action and City Resident Requirements.
(a) Minority-Owned And Women-Owned Business Enterprises. The Concessionaire shall comply with the following Minority-Owned And Women-Owned Business Enterprises ("M./W.B.E.") requirements so long as the M./W.B.E. requirements of Section 2-92-420 et seq.
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of the Municipal Code and the M./W.B.E. construction program requirements of Section 2-92-650 et seg. of the Municipal Code are in full force and effect:
General Requirements. The Concessionaire shall provide for the participation of M./W.B.E.s in its Metered Parking System Operations. To this end, the Concessionaire shall establish a policy for the utilization of M./W.B.E.s, goals for the annual utilization of M/W.B.E.s, and a reporting procedure agreeable to the Concessionaire and the City.
Policy. The following statement shall represent the Concessionaire's policy regarding Equal Opportunity and an M./W.B.E. program:
The Concessionaire is committed to providing fair and representative opportunities for minorities, women and M./W.B.E.s in its Metered Parking System Operations. Neither the Concessionaire nor its Contractors shall discriminate on the basis of race, color, religion, sex or national origin in Metered Parking System Operations. Furthermore, affirmative action will be taken, consistent with sound procurement policies and applicable Law, to ensure that M./W.B.E.s are afforded a fair and representative opportunity to participate in the Concessionaire's Metered Parking System Operations.
This policy shall be stated in all contracts related to the Metered Parking System, circulated to all employees of the Concessionaire in affected departments, and made known to minority and women entrepreneurs.
Liaison. To ensure compliance and the successful management of the, Concessionaire's M./W.B.E. program, the Concessionaire shall establish a M./W.B.E. liaison for. the Metered Parking System with the City. Further, all personnel of the Concessionaire and all others with responsibilities in the supervision of Metered Parking System Operations are to see that actions are performed consistent with the M./W.B.E. goals of this Section 11.8.
Goals. The goals to be met by the Concessionaire in Metered Parking System Operations shall be met with utilization of M./W.B.E.s certified by the City subject to the availability of M./W.B.E.s capable of performing the work related to the Metered Parking System Operations. These goals shall be administered in a manner to assure the City and the Concessionaire that: (1) Metered Parking System projects shall be completed at a reasonable and acceptable cost to the Concessionaire, (2) Metered Parking System projects shall be completed on a reasonable and acceptable timetable to the Concessionaire and the City, and (3) the quality of Metered Parking System projects shall be reasonable and acceptable to the Concessionaire and the City. The goals of the Concessionaire for annual participation by M./W.B.E.s in Metered Parking System Operations shall be consistent with the applicable goals for the City under the Municipal Code, so long as such requirements are in full force and effect; provided that in no event shall the goals exceed the percentages set forth below. As of the Closing Date, the goals for dollar value of M./W.B.E. participation in Metered Parking System Operations during each calendar year, not including Construction Contracts, shall be:
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M.B.E.s:
W.B.E.s:
at least 25% of annual Operating at least 5% of annual Operating
Expenses, excluding annual Expenses, excluding annual
Construction Contracts. Construction Contracts.
As of the Closing Date, the goals for dollar value of M./W.B.E. participation in Construction Contracts related to Metered Parking System Operations during each calendar year, shall be:
M.B.E.s: W.B.E.s:
at least 24% of annual at least 4% of annual
Construction Contracts. Construction Contracts.
Eligibility. Only those Persons certified by the City as an M.B.E. and/or a W.B.E. pursuant to Section 2-92-420 et seq. of the Municipal Code shall be eligible for purposes of meeting the goals established by Section 11.8(a)(iv) with respect to annual Operating Expenses and only those Persons certified by the City as an M.B.E. and/or a W.B.E. pursuant to Section 2-92-650 et seg. of the Municipal Code shall be eligible for purposes of meeting the goals established by Section 11.8(a)(iv) with respect to annual Construction Contracts.
Reporting. The Concessionaire shall submit to the City a M./W.B.E. progress report annually, on forms or on a format established by the City and agreeable to the Concessionaire, that lists separately for annual Operating Expenses and for annual Construction Contracts the following items: (1) the total amount of Operating Expenses arid Construction Contracts during the year, the total accumulation of work awarded to M./W.B.E.s, the name of each M./W.BIE. and the amount of work awarded to each M./W.B.E.; (2) a projection of the total amount of Operating Expenses and Construction Contracts and of work to be awarded to M./W.B.E.s during the next year; (3) all M./W.B.E. work that has been completed and for which final payment has been made during the year; (4) an evaluation of the overall progress to date towards the M./W.B.E. goals for Metered Parking System Operations; and (5) in the event that the progress report indicates that the M./W.B.E. goals for Metered Parking System Operations are not being met, either (A) a plan for achieving the specified minimum participation as soon as possible or (B) a request that the City waive the Concessionaire's M./W.B.E. goal for the calendar year on the basis that it is impracticable or excessively costly to obtain qualified M./W.B.E.s to perform sufficient work to fulfill the Concessionaire's M./W.B.E. goal for the calendar year.
(b) Equal Employment Opportunity and Affirmative Action Plan. In connection with any construction activities related to the Metered Parking System during the Term, so long as the requirements of Section 2-92-390 of the Municipal Code are in full force and effect, the Concessionaire shall establish, maintain and implement a written Equal Employment Opportunity and Affirmative Action Plan (the "E.E.O./A.A. Plan"), which plan is acceptable to the City and the Concessionaire. The E.E.O./A.A. Plan will provide for the following goals for employment of women and minorities:
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Minority Employment:
25% of skilled hours 40% of laborer hours
Women's Employment:
7% of skilled hours 10% of laborer hours
Chicago Residency Requirements. The Concessionaire shall comply with, and shall cause its Contractors to comply with, the residential preference requirements of Section 2-92-330 of the Municipal Code, as it may be amended from time to time, so long as such requirements are in full force and effect; provided, however, that for purposes of this Agreement such requirements shall apply (i) to all employees ofthe Concessionaire and to all employees of the Operator working at the Metered Parking System, such that at least 50% of such employees shall be actual Chicago residents and (ii) with respect to any construction project related to the Metered Parking System, such that the total hours worked on the site of the construction project by employees of Contractors shall be performed at least 50% by actual residents ofthe City of Chicago.
Reporting and Compliance. The Concessionaire shall submit to the City progress reports annually on forms or on a format established by the City and agreeable to the Concessionaire, that provide required information concerning the Concessionaire's compliance , with the Concessionaire's E.E.O. and Affirmative Action Plan and Chicago residency requirements.
Section 11.9. MacBride Principles. If the Concessionaire conducts business operations in Northern Ireland, the Concessionaire is required during the Term to make all reasonable .and good faith efforts to conduct any such business operations in accordance with the MacBride Principles for Northern Ireland as defined in Illinois Public Act 85-1390 (1988 111. Laws 3220), so long as the MacBride Ordinance in Section 2-92-580 of the Municipal Code is in full force and effect.
Section 11.10. Executive Order 2005-1. The Concessionaire shall comply with and shall cause its Owners, as defined in Executive Order 2005-1, and its Contractors to comply with the requirements of Executive Order 2005-1, as it may be amended from time to time, so long as such requirements are in full force and effect. For purposes of Executive Order 2005-1, the term "domestic partner" has the meaning set forth in Chapter 2-152 ofthe Municipal Code.
Section 11.11. Cooperation with City Office of Compliance. The Concessionaire hereby acknowledges that it understands and shall comply with all provisions of Chapter 2-26 of the Municipal Code and any regulations and procedures promulgated thereunder, including cooperating with the City Office of Compliance in any investigation or hearing undertaken pursuant to Chapter 2-26 of the Municipal Code. All contracts entered into by the Concessionaire shall inform Contractors of such Chapter 2-26 of the Municipal Code and require understanding of and compliance with such Chapter 2-26 of the Municipal Code.
Section 11.12. Intentionally deleted.
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ARTICLE 12 INDEMNIFICATION
Section 12.1. Indemnification by the Concessionaire. The Concessionaire shall indemnify and hold harmless the City and each of its Representatives from and against any Losses actually suffered or incurred by the City or any such Representative, based upon, arising out of, occasioned by or attributable to (i) any failure by the Concessionaire, the Operator or each of their respective Representatives to comply with, observe or perform any of the covenants, obligations, agreements, terms or conditions in this Agreement or, subject to Section 9.4(b). any breach by the Concessionaire of its representations or warranties set forth herein, (ii) any Assumed Liabilities, (iii) any Tax or recording charge attributable to any Transfer of the Concessionaire Interest or any part thereof by the Concessionaire (Other than a Transfer to the City pursuant to this Agreement) of (iv) any claim for brokerage commission's, fees or other compensation by any Person who acted on behalf of the Concessionaire or its Representatives in. connection with this Agreement, any Transfer of the Concessionaire Interest or any part thereof or any other matter affecting the Metered Parking System; provided, however, that, except with respect to Claims resulting from Third Party Claims, Claims are made in writing within a period of three years following the expiration of the Term or earlier termination of this Agreement or within such shorter period as may be prescribed by the applicable statute of limitations.
Section 12.2. Indemnification by the City. The City shall indemnify and hold harmless the Concessionaire and each of its Representatives and Collateral Assignee against and from and against any Losses actually suffered or incurred by the Concessionaire or any such Representative or Collateral Assignee, based upon, arising out of, occasioned by dr attributable ' to (i) any failure by the City or its Representatives to comply with, observe or perform any of the covenants, obligations, agreements, terms or conditions in this Agreement or, subject to Section 9.4(a). any breach by the City of its representations or warranties set forth herein, (ii) any Excluded Liabilities, (iii) any claim for brokerage commissions, fees or other compensation by any Person who acted on behalf of the City or any of its Representatives in connection with this AgreemerUVor any other matter affecting the Metered Parking System; provided; however, that, except with respect to Claims resulting from Third Party Claims, Claims are made in writing within a period of three years of the expiration of the Term or earlier termination of this Agreement or within such shorter period as may be prescribed by the applicable statute of limitations.
Section 12.3. Agency for Representatives. Each of the City and the Concessionaire agrees that it accepts each indemnity in favor of any of its Representatives, as agent and trustee of that Representative and agrees that each ofthe City and the Concessionaire may enforce an indemnity in favor of its Representatives on behalf of that Representative. As used in this Section 12.3. the term "Representative," in the case of the Concessionaire, includes the Collateral Assignee.
Section 12.4. Third Party Claims.
(a) Notice of Third Party Claim. If an Indemnified Party receives notice of the commencement or assertion of any Third Party Claim, the Indemnified Party shall give the Indemnifier reasonably prompt notice thereof, but in any event no later than 30 Days after receipt
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of such notice of such Third Party Claim. Such notice to the Indemnifier shall describe the Third Party Claim in reasonable detail (and include a copy of any complaint or related documents) and shall indicate, if reasonably practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party.
Defense of Third Party Claim. The Indemnifier may participate in or assume the defense of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 30 Days after receiving notice of that Third Party Claim (the "Notice Period"). The Indemnifier's right to do so shall be subject to the rights of any insurer or other Party who has potential liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming each defense. The Indemnified Party shall cooperate in good faith in the defense of each Third Party Claim, even if the defense has been assumed by the Indemnifier and may participate in such defense assisted.by counsel of its own choice at its own expense. If the Indemnified Party has not received notice within the Notice Period that the Indemnifier has elected to assume the defense of such Third Party Claim, the Indemnified Party may assume such defense, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith and any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.
Assistance for Third Party Claims. The. Indemnifier and the Indemnified Party will use all reasonable efforts to make available to the Party which is undertaking and controlling, the defense of any Third Party Claim (the "Defending Party"), (i) those employees whose; assistance, testimony and presence is necessary to assist the Defending Party in evaluating and in, defending any Third Party Claim, and (ii) all Documents, records and other materials in the possession of such party reasonably required by the Defending Party for its use in .defending, any Third Party Claim, and shall otherwise cooperate with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with.making such Documents, records and materials available and for all expenses of any employees made available by the Indemnified Party to the. Indemnifier hereunder, which expense shall not exceed the actual cost to the Indemnified Party associated with such employees.
Settlement of Third Party Claims, lf an Indemnifier elects to assume the defense of any Third Party Claim in accordance with Section 12.4(b). the Indemnifier shall not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently such Third Party Claim within 30 Days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has failed to take such steps, the Indemnified Party may, at its option, elect to assume the defense of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnified Party shall not settle or compromise any Third Party Claim without obtaining the prior written consent of the Indemnifier unless such settlement or compromise is made without any liability to, and does not require any action on the part of, the Indemnifier.
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Section 12.5. Direct Claims. Any Direct Claim shall be asserted by giving the Indemnifier reasonably prompt notice thereof, but in any event not later than 90 Days after the Indemnified Party becomes aware of such Direct Claim. The Indemnifier shall then have a period of 30 Days within which to respond in writing to such Direct Claim. If the Indemnifier does not so respond within such 30-Day period, the Indemnifier shall be deemed to have rejected such Claim, and in such event the Indemnified Party may submit such Direct Claim to the dispute resolution process set forth in Article 19.
Section 12.6. Failure to Give Timely Notice. A failure to give timely notice in accordance with this Article 12 shall not affect the rights or obligations of any Party except and only to the extent that, as a result of such failure, a Party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure. However, this Section 12.6 shall have no effect whatever on the survival provisions set out in Section 9.4 and the rights of the Parties with respect thereto.
Section 12.7. Reductions and Subrogation. If the amount of any Loss incurred by an Indemnified Party at any time subsequent to the making of an indemnity payment hereunder (an "Indemnity Payment") is reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction (less any costs, expenses (including Taxes) or premiums incurred in connection therewith), together with interest thereon from the date of payment thereof at the Bank Rate, shall promptly be repaid by the Indemnified Party to the Indemnifier. Upon making a full Indemnity Payment, the Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to all rights ofthe Indemnified Party against any third party in respect of the Loss to which the Indemnity Payment relates. Until the Indemnified Party recovers full payment of its Loss, any and all claims of the Indemnifier against any such third party on account of such Indemnity Payment shall be postponed and subordinated in right of payment to the Indemnified Party's rights against such third party.
Section 12.8. Payment and Interest. All amounts to be paid by an Indemnifier hereunder shall bear interest at a rate per annum equal to the Bank Rate, calculated annually and payable monthly, both before and after judgment, from the date that the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Loss for which the Indemnifier is liable to make payment pursuant to this Article 12, to the date of payment by the Indemnifier to the Indemnified Party.
Section 12.9. Limitation on Certain Claims. No Claim may be made by the Concessionaire or its Representatives against the City under Section 12.2 for the breach of any representation or warranty made or given by the City in Section 9.1 unless (i) the Loss suffered or incurred by the Concessionaire or its Representatives in connection with such breach is in excess of $10,000 and (ii) the aggregate of all Losses suffered or incurred by the Concessionaire or its Representatives in connection with breaches of representations and warranties in Section 9.1 exceeds $2,000,000 in the aggregate, in which event the amount of all such Losses in excess of such amount may be recovered by the Concessionaire or its Representatives; provided, however, that the maximum aggregate liability of the City to the Concessionaire or its Representatives in respect of such Losses shall not exceed 50% of the Consideration; provided
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further that this Section 12.9 shall not apply to Claims for the breach of the representations or warranties in Section 9.1(a), (b), (c), (d), (e), (f) or (g) or to Claims for fraud, intentional misrepresentation or intentional breach ofthe representations or warranties in Section 9.1.
Section 12.10. Other Matters. To the extent permissible by applicable Law, the Concessionaire waives any limits to the amount of its obligations to defend, indemnify, hold harmless or contribute to any sums due under any Losses, including any claim by any employee of the Concessionaire, that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation. 146 Ilk 2d 155 (1991)).
Section 12.11.Offset Rights; Limitations on Certain Damages.
Except as provided in Section 7.6(b) with respect to offset, each Party's obligations under this Agreement are subject to, and each Party shall have the benefit of, all defenses, counterclaims, rights of offset or recoupment or other claims and rights, including the right to deduct payments due to the other Party hereunder (collectively, "Offsets") which such Party may have at any time against such other Party (or any of their respective successors and assigns) or any transferee or assignee of any such other Party's rights as against such Party or any part thereof or interest therein, whether the claim or right of such Party relied upon for such purpose is matured or unmatured, contingent or otherwise, and no transfer or assignment of this Agreement or any other obligation of such other Party, or of any rights in respect thereof, pursuant to any plan of reorganization or liquidation or otherwise shall affect or impair the availability to each Party of the Offsets.
In no event shall any Party be liable to the other Party under this Agreement for consequential, indirect, exemplary or punitive damages (except for claims for fraud or for intentional misrepresentation or intentional breach).
.Section 12.12. Survival. This Article 12 shall remain in full force and effect in all circumstances and shall not be terminated by any breach (fundamental, negligent or otherwise) by any Party of its representations, warranties or covenants hereunder or by any termination or rescission of this Agreement by any Party.
ARTICLE 13 INSURANCE
Section 13.1. Insurance Coverage Required. The Concessionaire shall provide and maintain at the Concessionaire's own expense, or cause to be maintained, during the Term and during any time period following expiration if the Concessionaire is required to return and perform any additional work, the insurance coverages and requirements specified below, insuring the Metered Parking System and all Metered Parking System Operations (the "Required Coverages").
(a) Workers' Compensation and Employer's Liability. The Concessionaire shall provide or cause to be provided Workers' Compensation Insurance, as prescribed by applicable Law, covering all employees who agree to provide a service under this Agreement and
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Employer's Liability Insurance coverage with limits of not less than $1,000,000 each accident or illness or disease.
Commercial General Liability (Primary and Umbrella). The Concessionaire shall provide or cause to be provided Commercial General Liability Insurance or equivalent with limits of not less than $10,000,000 per occurrence for bodily injury, personal injury and property damage liability. Coverage shall include the following: all premises and operations, products/completed operations, explosion, collapse, underground, separation of insureds, defense and contractual liability. The City is to be named as an additional insured on a primary, non-contributory basis for any liability arising under or in connection with this Agreement.
Automobile Liability (Primary and Umbrella). When any motor vehicles (owned, non-owned or hired) are used in connection with work to be performed, the Concessionaire shall provide or cause to be provided Automobile Liability Insurance with limits of not less than $5,000,000 per occurrence for bodily injury and property damage. The City is to be named as an additional insured on a primary, non-contributory basis.
Builder's Risk. When the Concessionaire undertakes any construction, including improvements, betterments, rehabilitation, maintenance and/or repairs, the Concessionaire shall provide or cause to be provided, All Risk Builder's Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the Metered Parking System. Coverage shall include, but not be limited to, the following: material stored off-site and in-transit, water including overflow, leakage, sewer backup, and seepage, debris removal, flood, faulty workmanship or materials when applicable. The City is to be named as an additional insured and, subject to the claims of any Collateral Assignee if applicable, as loss payee.
Professional Liability. When any architects, engineers, construction managers or any other professional consultants perform work in connection with this Agreement, Professional Liability" Insurance covering acts, errors or omissions shall be maintained with limits of not less than $1,000,000. When policies are renewed or replaced, the policy retroactive date shall coincide with, or precede, start of work in connection with this Agreement. A claims-made policy which is not renewed or replaced shall have an extended reporting period of two years.
Property. The Concessionaire shall be responsible for all loss or damage to the Metered Parking System at full replacement cost unless such loss or damage was caused by, or resulted from any action by, the City or any of its Representatives. The Concessionaire shall be responsible for all loss or damage to City property caused by, or resulting from any action by, the Concessionaire or any of its Representatives at full replacement cost. The Concessionaire shall be responsible for all loss or damage to personal property (including materials, equipment, tools and supplies) owned, rented or used by the Concessionaire unless such loss or damage was caused by, or resulted from any action by, the City or any of its Representatives. The Concessionaire shall not be required to have, obtain or maintain insurance coverage for property loss or damage to City property.
Railroad Protective Liability. When any work is to be done adjacent to or on railroad or transit property, the Concessionaire shall provide, with respect to the operations that
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the Concessionaire or Contractors perform, Railroad Protective Liability Insurance in the name of the applicable railroad or transit entity. The policy shall have limits of not less than the requirement ofthe operating railroad 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.
Section 13.2. Additional Requirements.
(a) Evidence of Insurance. The Concessionaire shall deliver or cause to be delivered to the City ofChicago, Department of Finance, Risk Management Office, 333 South State Street, Room 400, Chicago, Illinois 60604, and any other such City Department designated in writing by the City, original Certificates of Insurance evidencing the Required Coverages on or before the Closing Date, and shall provide or cause to be provided, promptly following renewal and not more than five Business Days following renewal ofthe then current coverages (or such other period as is agreed to by the City), Renewal Certificates of Insurance, or such similar evidence, if such coverages have an expiration or renewal date occurring during the Term. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in this Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all requirements of this Agreement. The failure ofthe City to obtain certificates or other insurance evidence from the Concessionaire shall not be deemed to be a waiver by the City. The Concessionaire shall advise all insurers of provisions of this Agreement regarding insurance. Non-conforming insurance shall not relieve the Concessionaire ofthe obligation to provide insurance as specified herein. Except as otherwise expressly set forth herein, each Required Coverage may be reviewed by the City for compliance with the terms of this Agreement. Each Required Coverage shall be signed by the insurer responsible, for the risks insured against or by the insurer's authorized representative. All Required Coverages shall be placed with insurers reasonably acceptable to the City; provided that all such insurers, at a minimum, shall have a rating of A(VI1) or better by A.M. Best Company (unless the City consents to waive this requirement).
""(b) Notice of Cancellation, Material Change or Violation. All Required Coverages
shall provide for 60 Days (or in the case of cancellation for non-payment of premiums, 10 Days) prior written notice to be given to the City by the insurer in the event coverage is substantially changed, canceled or non-renewed. The City shall be permitted (but not obligated) to pay any delinquent premiums before the cancellation date specified by the insurer in any notice of cancellation for non-payment of premium in order to maintain such coverage in full force and effect and the Concessionaire shall reimburse the City for any delinquent premiums paid by the City on demand without any Days of grace and without prejudice to any other rights and remedies of the City hereunder. The Concessionaire shall not cancel, terminate, materially change to the detriment of the City any Required Coverage.
Deductibles. All Required Coverages may contain deductibles or self-insured retentions not to exceed amounts reasonably acceptable to the City. Any and all deductibles or self-insured retentions on Required Coverages shall be borne by the Concessionaire or its Contractors.
Inflation Adjustment. The amounts of coverage required by Section 13.1 shall be Adjusted for Inflation each succeeding fifth anniversary of the Closing Date.
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Waiver of Subrogation by Insurers. Each of the Required Coverages shall include a waiver by the insurer of its rights of subrogation against the City, its employees, elected officials, agents or representatives.
City's Right to Insure. If the Concessionaire fails to obtain and maintain or cause to be obtained and maintained the insurance required by this Article 13. the City shall have the right (without any obligation to do so), upon two Business Days' notice to the Concessionaire in a non-emergency situation or forthwith in an emergency situation and without assuming any obligation in connection therewith, to effect such insurance and all costs and expenses of the City in connection therewith shall be payable by the Concessionaire to the City on demand without any Days of grace and without prejudice to any other rights and remedies of the City hereunder. Such insurance taken out by the City shall not relieve the Concessionaire of its obligations to insure hereunder and the City shall not be liable for any loss or damage suffered by the Concessionaire in connection therewith.
No Limitation as to Concessionaire Liabilities. The Concessionaire expressly understands and agrees that any coverages and limits furnished by the Concessionaire shall in no way limit the Concessionaire's liabilities and responsibilities specified within this Agreement or by Law.
No Contribution by City. The Concessionaire expressly understands and agrees that any insurance or self-insurance programs maintained by the City shall not contribute with insurance provided by the Concessionaire under this Agreement.
(i) Insurance Not Limited by Indemnification. The required insurance shall not be
limited by any limitations expressed in the indemnification language herein or any limitation
placed on the indemnity therein given as a matter of law.
(j) Insurance Requirements of Contractors. The Concessionaire shall require in each contract with any Contractor (where such Contractor is not covered by the Required Coverages) that such Contractor obtain coverages reasonably comparable to the Required Coverages that are reasonably appropriate in their limits and other terms and conditions to the nature of the contract with the Contractor. Such coverages shall insure the interests of the City, its employees, elected officials, agents and representatives, the Concessionaire and any other Contractors in respect of the applicable work being performed and shall be subject to the same (or comparable) coverage and administrative requirements as are imposed on the Concessionaire pursuant to this Agreement. When requested to do so by the City, the Concessionaire shall provide or cause to be provided to the City Certificates of Insurance with respect to such insurance coverages or such other evidence of insurance, as may be reasonably acceptable in form and content to the City.
(k) Joint Venture and Limited Liability Company Policies. If the legal entity maintaining the Required Coverage is a joint venture or limited liability company, the insurance policies shall specifically name the joint venture or limited liability company as a named insured.
(1) Other Insurance Obtained by Concessionaire. If the Concessionaire or its Contractors desire coverages in addition to the Required Coverages, the Concessionaire and each
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Contractor shall be responsible for the acquisition and cost of such additional coverages. If the Concessionaire or its Contractors obtain any property, liability or other insurance coverages in addition to the Required Coverages ("Additional Coverages"), then the Concessionaire or its Contractors shall (i) notify the City as to such Additional Coverages, (ii) provide the City with any documentation relating to the Additional Coverages, including Certificates of Insurance, that the City reasonably requests and (iii) at the City's election, cause the City and its employees, elected or appointed officials, agents and representatives to be named as additional insureds under such Additional Coverages.
(m) Cooperation. The City and the Concessionaire shall do all acts, matters and things as may be reasonably necessary or required to expedite the adjustment of any loss or damage covered by insurance hereunder so as to expedite the release and dedication of proceeds of such insurance in the manner and for the purposes herein contemplated.
(n) City's Right to Modify. The City (through its Risk Management Department) shall have the right to modify, delete, alter or change insurance coverage requirements set forth in Section 13.1 (other than any property insurance, which pursuant to Section 13.1(f) is not required to be maintained) and this Section 13.2 to reflect known and established material changes in insurance coverages for operations comparable to the Metered Parking System Operations or known and established material changes in insurance exposures associated with the Metered Parking System provided that the Concessionaire shall not have any obligation to procure or maintain at its cost any additional insurance unless an independent insurance consultant shall have delivered to the Concessionaire its opinion to the effect that the additional, coverages are required pursuant to the above-stated criteria and such additional coverages are commercially available at reasonable rates in terms of cost of premium and amount of deductibles. Notwithstanding anything to the contrary herein, if any insurance (including the limits or deductibles thereof) required to be maintained under this Agreement shall not be available at commercially reasonable rates, the Concessionaire shall have the right to request that the City consent to waive such requirement and the City shall not unreasonably withhold, condition ordelay such consent. Any such waiver shall be effective only so long as such insurance shall not be available at commercially reasonable rates, provided that during the period of such waiver, the Concessionaire maintains the maximum amount of such insurance otherwise available at commercially reasonable rates.
Section 13.3. Damage and Destruction.
(a) Obligations of Concessionaire. If all or any part of any of the Metered Parking System shall be destroyed or damaged during the Term in whole or in part by fire or other casualty of any kind or nature (including any casualty for which insurance was not obtained or obtainable), ordinary or extraordinary, foreseen or unforeseen, the Concessionaire shall: (i) give the City notice thereof promptly after the Concessionaire receives actual notice of such casualty; (ii) at its sole cost and expense, whether or not insurance proceeds, if any, shall be equal to the estimated cost of repairs, alterations, restorations, replacement and rebuilding (the "Casualty Cost"), proceed diligently to repair, restore or rebuild the same to the condition existing prior to the happening of such fire or other casualty (any such activity being a "Restoration"); and (iii) deposit all insurance proceeds received by the Concessionaire in connection with any Restoration with a Depositary; provided, however, that if at any time the Casualty Cost exceeds the net
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insurance proceeds actually deposited with the Depositary, then the Concessionaire shall also deposit with the Depository such cash as is sufficient to cover the difference between the Casualty Cost and the net insurance proceeds (collectively, with any interest earned thereon, the "Restoration Funds"); provided, further, that the procedures of this clause (iii) of this Section 13.3(a) shall only apply to casualty events in which the cost of Restoration exceeds $1,000,000.
Rights of City. If (i) the Concessionaire shall fail or neglect to commence the diligent Restoration of the Metered Parking System or the portion thereof so damaged or destroyed, (ii) having so commenced such Restoration, the Concessionaire shall fail to diligently complete the same in accordance with the terms of this Agreement or (iii) prior to the completion of any such Restoration by the Concessionaire, this Agreement shall expire or be terminated in accordance with the terms of this Agreement, the City may, but shall not be required to, complete such Restoration at the Concessionaire's expense and shall be entitled to be paid out of the Restoration Funds, but such payment shall not limit the Concessionaire's obligation to pay the City's reasonable Restoration expenses, less amounts received by the City from such Restoration Funds. In any case where this Agreement shall expire or be terminated prior to the completion of the Restoration, the Concessionaire shall (x) account to the City for all amounts spent in connection with any Restoration which was undertaken, (y) pay over or cause the Depositary to pay over to the City, within 30 Days after demand therefor, the remainder, if any, ofthe Restoration Funds received by the Concessionaire prior to such termination or cancellation and (z) pay over or cause the Depositary to pay over to the City, within 30 Days after receipt thereof, any Restoration Funds received by the Concessionaire or the Depositary subsequent to such termination or cancellation. The Concessionaire's obligations under this Section 13.3(b) shall survive the expiration or termination of this Agreement.
Payment of Restoration Funds to Concessionaire. Subject to the satisfaction by the Concessionaire of all of the terms and conditions of this Section 13.3, the Depositary shall pay to the Concessionaire from time to time, any Restoration Funds, but not more than the amount^ actually collected by the Depositary upon the loss, together with any interest earned thereon, after reimbursing itself therefrom, as well as the City, to the extent, if any, of the reasonable expenses paid or incurred by the Depositary and the City in the collection of such monies, to be utilized by the Concessionaire solely for the Restoration, such payments to be made as follows:
prior to commencing any Restoration, the Concessionaire shall furnish the City with an estimate ofthe cost of such Restoration, prepared by an architect or engineer;
the Restoration Funds shall be paid to the Concessionaire in installments as the Restoration progresses, subject to Section 13.3(c)(iii). based upon requisitions to be submitted by the Concessionaire to the Depositary and the City in compliance with Section 13.3(d), showing the cost of labor and materials purchased for incorporation in the Restoration, or incorporated therein since the previous requisition, and due and payable or paid by the Concessionaire; provided, however, that if any lien (other than a Permitted Concessionaire Encumbrance) is filed against the Metered Parking System or any part thereof in connection with the Restoration, the Concessionaire shall not be entitled to receive any further installment until such lien is satisfied or discharged (by bonding or otherwise); provided, further, that notwithstanding the foregoing, but subject to the provisions of Section 13.3(c)(iii), the existence
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of any such lien shall not preclude the Concessionaire from receiving any installment of Restoration Funds so long as such lien will be discharged with funds from such installment and at the time the Concessionaire receives such installment the Concessionaire delivers to the City and the Depositary a release of such lien executed by the lien or and in recordable form;
the amount of any installment to be paid to the Concessionaire shall be (A) the product of (x) the total Restoration Funds and (y) a fraction, the numerator of which is the cost of labor and materials theretofore incurred by the Concessionaire in the Restoration and the denominator of which is the Casualty Cost, less (B) all payments theretofore made to the Concessionaire out ofthe Restoration Funds and less (C) 10% of the amount determined by the calculation described in clauses (A) and (B) of this Section 13.3(c)(iii). except that no amounts due shall be withheld for architects' or engineers' fees or permitting or other governmental fees in connection with the Restoration or with respect to each Contractor upon the final completion of each such Contractor's respective work, provided that the unapplied portion of the funds held by the Depositary are sufficient to complete the Restoration; provided, however, that all disbursements to the Concessionaire shall be made based upon an architect's or engineer's certificate for payment in accordance with industry standards, and disbursements may be made for advance deposits for material and Contractors to the extent that such disbursements are customary in the industry and provided that the unapplied portion of the funds held by the Depositary are sufficient to complete the Restoration; and
except as provided in Section 13.3(b). upon completion of and payment, for the Restoration by the Concessionaire, subject to the rights of any Collateral Assignee, the Depositary shall pay the balance of the Restoration Funds, if any, to the Concessionaire; . provided, however, that if the insurance proceeds are insufficient to pay for the Restoration (or if there shall be no insurance proceeds), the Concessionaire shall nevertheless be required to make the Restoration and provide the deficiency in funds necessary to complete the Restoration as provided in Section 13.3(a)(iii).
(d) ^Conditions of Payment. The following shall be conditions precedent to each
payment made to the Concessionaire as provided in Section 13.3(c):
at the time of making such payment, no Concessionaire Default (other than any Concessionaire Default resulting from the occurrence of the damage or destruction for which such payment is being made or the result thereof) exists;
the Restoration shall be carried out under the supervision of the architect or engineer, and there shall be submitted to the Depositary and the City the certificate of the architect or engineer (or other evidence reasonably satisfactory to the City) stating that (A) the materials and other items which are the subject of the requisition have been delivered to the Metered Parking System (except with respect to requisitions for advance deposits permitted under Section 13.3(c)(iii)). free and clear of all Encumbrances, and no unsatisfied or unbonded mechanic's or other liens have been claimed, except for any mechanic's lien for claims that will be discharged, by bonding or otherwise, with funds to be received pursuant to such requisition {provided that a release of such lien is delivered to the Depositary in accordance with Section 13.3(c)(ii)), or insured over by title insurance reasonably acceptable to the City, (B) the sum then requested to be withdrawn either has been paid by the Concessionaire or is due and payable to
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Contractors, engineers, architects or other Persons (whose names and addresses shall be stated), who have rendered or furnished services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such Persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of such certificate, (C) no part of such expenditures has been made the basis* in any previous requisition (whether paid or pending), for the withdrawal of Restoration Funds or has been made out of the Restoration Funds received by the Concessionaire, (D) the sum then requested does not exceed the value of the services and materials described in the certificate, (E) the work relating to such requisition has been performed in accordance with this Agreement, (F) the balance of the Restoration Funds held by the Depositary will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion and (G) in the case of the final payment to the Concessionaire, the Restoration has been completed in accordance with this Agreement.
Payment and Performance Bonds. If the Concessionaire obtains payment or performance bonds related to a Restoration (which the Concessionaire may or may not obtain in its discretion), the Concessionaire shall name the City and the Concessionaire and any Collateral Assignee, as their interests may appear, as additional obligees, and shall deliver copies of any such bonds to the City promptly upon obtaining them.
Benefit of City. The requirements of this Section 13.3 are for the benefit only of the City, and no Contractor or other Person shall have or acquire any claim against the City as a result of any failure of the City actually to undertake or complete any Restoration as provided in this Section 13.3 or to obtain the evidence, certifications and other documentation provided for herein.
Investment of Restoration Funds. Restoration Funds deposited with a Depositary shall be invested and reinvested in Eligible Investments at the direction of the Concessionaire, and all interest earned on such investments shall be added to the Restoration Funds.
Rights of Collateral Assignee. The City acknowledges and agrees that any Restoration Funds not applied to a Restoration as provided in this Section 13.3 shall be subject to the lien or liens of any Collateral Assignment.
ARTICLE 14 ADVERSE ACTIONS
Section 14.1. Adverse Action.
(a) An "Adverse Action" shall occur if the City, the County of Cook or the State of Illinois (or any subdivision or agency of any ofthe foregoing) takes any action or actions at any time during the Term (including enacting any Law) and the effect of such action or actions, individually or in the aggregate, is reasonably expected (i) to be principally borne by the Concessionaire or other operators of on-street metered parking systems and (ii) to have a material adverse effect on the fair market value of the Concessionaire Interest (whether as a result of decreased revenues, increased expenses or both), except where such action is in
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response to any act or omission on the part of the Concessionaire that is illegal (other than an act or omission rendered illegal by virtue of the Adverse Action) or such action is otherwise permitted under this Agreement; provided, however, that none of the following shall be an Adverse Action: (A) any action taken by the City pursuant to its Reserved Powers, (B) other than as a result of any action taken by the City pursuant to its Reserved Powers, the development, redevelopment, construction, maintenance, modification or change in the operation of any existing or new parking facility or mode of parking or of transportation (including a road, street or highway) whether or not it results in the reduction of Metered Parking Revenues or in the number of vehicles using the Metered Parking System, (C) the imposition of a Tax of general application or an increase in Taxes of general application, including parking Taxes of general application imposed on customers or operators of parking facilities, or (D) requirements generally applicable to public parking lot licensees including "public garage-not enclosed" licensees under the Municipal Code.
If an Adverse Action occurs, the Concessionaire shall have the right to (i) be paid by the City the Concession Compensation with respect thereto (such Concession Compensation, the "AA-Compensation") or (ii) terminate this Agreement and be paid by the City the Metered Parking System Concession Value, in either case by giving notice in the manner described in Section 14.1(c).
If an Adverse Action occurs, the Concessionaire shall give notice (the "AA-Preliminary Notice") to the City within 30 Days following the date on which the Concessionaire first became aware of the Adverse Action stating an Adverse Action has occurred. Within 180 Days following the date of delivery of the AA-Preliminary Notice, the Concessionaire shall give the City another notice (the "AA-Notice") setting forth (i) details of the effect of said occurrence that is principally borne by the Concessionaire or other operators of on street metered parking systems generally and not by others, (ii) details of the material adverse effect of the said occurrence on the fair market value of the Concessionaire Interest, (iii) a statement as to which right in Section 14.1(b) the Concessionaire elects to exercise, and (iv) if the Concessionaire elects to exercise the right to Concession Compensation under Section 14.1(b). the amount claimed as AA-Compensation and details of the calculation thereof. The City shall, after receipt of the AA-Notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the City may reasonably consider necessary. If the City wishes to dispute the occurrence of an Adverse Action or the amount of AA-Compensation, if any, claimed in the AA-Notice, the City shall give notice of dispute (the "AA-Dispute Notice") to the Concessionaire within 30 Days following the date of receipt of the AA-Notice stating in reasonable detail the grounds for such dispute. If neither the AA-Notice nor the AA-Dispute Notice has been withdrawn within 30 Days following the date of receipt of the AA-Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure in Article 19.
lf the Concessionaire has elected to exercise its right to AA-Compensation, the City shall pay the amount of Concession Compensation claimed to the Concessionaire within 60 Days following the date of receipt of the AA-Notice, or if a AA-Dispute Notice has been given, then not later than 60 Days following the date of determination of the AA-Compensation (together with interest at the Bank Rate from the date of receipt of the AA-Dispute Notice to the date on which payment is made), provided that, subject to the right of the Concessionaire to
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receive interest at the Bank Rate on the payment owed by the City from the date of receipt of the AA-Dispute Notice to the date on which payment is made, the City may defer any such payment for an additional 120 Days if the City determines, in its reasonable discretion, that such additional period is necessary in order to obtain financing or otherwise to obtain the necessary funds to make such a payment. It is acknowledged and agreed that payment of such Concession Compensation shall not release the City from any obligations with respect to any indemnification or other claims by the Concessionaire hereunder that are not related to the events or circumstances that gave rise to such Concessionaire Compensation.
Section 14.2. Termination.
If the Concessionaire has elected to exercise its right to terminate this Agreement in connection with an Adverse Action pursuant to Section 141 this Agreement, subject to Section 14.2(c) and Section 14.4, shall terminate 60 Days following the date of receipt ofthe AA-Notice by the City, and the City shall pay an amount equal to the aggregate of (i) the Metered Parking System Concession Va|ue as of the date of such termination (which shall be determined as if ho Adverse Action has occurred), plus (ii) without duplication, the reasonable out-of-pocket and documented costs and expenses incurred by the Concessionaire as a result of such termination, plus (iii) the Concession Compensation calculated for the period between the date ofthe Adverse Action and the date of termination less (iv) any insurance or condemnation proceeds received by the Concessionaire in respect of all or any portion of the Metered Parking System as a result of such Adverse Action, (collectively, the "Termination Damages'') to the Concessionaire on the Reversion Date or, if the Termination Damages are determined on a date subsequent to the Reversion Date, then not later than 60 Days following the date of determination of the Termination Damages (together with interest at the Bank Rate from the Reversion Date to the date on which payment is made), provided that,, subject to the right ofthe Concessionaire to receive interest at the Bank Rate on the payment owed by the City from the date of receipt ofthe AA-Dispute Notice to the date on which payment is made, the City may defer any such payment for an additional 120 Days if the City reasonably determines that such additional period is necessary in order to obtain financing to make such a payment; provided, however, that any amounts received by the Concessionaire or any Collateral Assignee from any insurance policies payable as a result of damage or destruction to the Metered Parking System that has not been remedied prior to the Reversion Date, shall, to the extent not used to remedy such effects, be deducted from the amount payable by the City to the Concessionaire; so long as the City has not received any such amounts pursuant to Section 13.3(b).
Any dispute arising out of the determination ofthe Termination Damages shall be submitted to the dispute resolution procedure in Article 19.
This Agreement shall not terminate pursuant to Section 14.2(a) unless the Concessionaire has first obtained and delivered to the City the written consent of the Collateral Assignee to such termination.
Payment ofthe entire sum of Termination Damages or the AA-Compensation, as the case may be, by the City to the Concessionaire, shall constitute full and final satisfaction of all amounts that may be claimed by the Concessionaire for and in respect of the occurrence of the Adverse Action, as the case may be, and, upon such payment, the City shall be released and
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forever discharged by the Concessionaire from any and all liability in respect of such Adverse Action.
Section 14.3. Reserved Powers Adverse Actions.
Use of Reserved Powers. The Parties acknowledge and agree that (i) it is anticipated that the City will exercise its Reserved Powers during the Term, (ii) the impact of certain of such actions may have a material adverse effect on the fair market value of the Concessionaire Interest; (iii) the provisions of Article 7. including the provisions thereof relating to the payment of Settlement Amounts by the City, are designed to compensate the Concessionaire for changes resulting from the exercise by the City of its Reserved Powers in a manner that will maintain the fair market value ofthe Concessionaire Interest over the Term and (iv) adverse changes may be mitigated by other Reserved Power actions of the City that will, have a favorable impact on the fair market value ofthe Concessionaire Interest. The Parties also acknowledge and agree that there may' be circumstances when the exercise by the City of its Reserved Powers may have a material adverse effect on the fair market value of the Concessionaire Interest that cannot be compensated fully under the provisions of Article 7 and that under such circumstances the Concessionaire may seek compensation with respect thereto (the "Reserved Powers Adverse Action Compensation").
Reserved Powers Adverse. Action. A "Reserved Powers Adverse Action" shall occur if (i) the City takes any action or actions during the Term that would otherwise have constituted an Adverse Action under Section 14.1 except that such action or actions were taken by the City pursuant to its Reserved Powers, and (ii) such actions, individually or in the aggregate, are reasonably expected (A) to be borne principally by the Concessionaire or other operators of on-street metered parking systems and (B) to have a material adverse effect on the fair market value of the Concessionaire Interest after taking into account the provisions of Article 7. In addition, the events described in Section 7.11 relating to a reduction of Concession Metered Parking Spaces or to the average of the Monthly System in Service Percentage for certain" Reporting Years being less than eighty percent (80%) are each a Reserved Powers Adverse Action.
Compensation. The amount of Reserved Powers Adverse Action Compensation shall be equal to the reduction in the fair market value of the Concessionaire Interest resulting from such Reserved Powers Adverse Action after taking into account the present value of the amounts paid, or reasonably expected to be paid, over the remaining Term by the City pursuant to Article 7 as a result of such Reserved Powers Adverse Action, as determined pursuant to a written appraisal by an independent third party appraiser that is nationally recognized in appraising infrastructure assets used to provide services to the general public and that is acceptable to the City and the Concessionaire. If the Parties fail to agree upon such a single appraiser within 30 Days after a Party requests the appointment thereof, then the City and the Concessionaire shall each appoint an independent third party appraiser and both such appraisers shall be instructed jointly to select a third party appraiser to make the fair market value appraisal. The City shall pay the reasonable costs and expenses of any appraisal.
Notice and Claim. If a Reserved Powers Adverse Action occurs, the Concessionaire shall give notice (the "RP Preliminary Notice") to the City within 30 Days
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following the date on which the Concessionaire first became aware of the Reserved Powers Adverse Action stating a Reserved Powers Adverse Action has occurred. Within 180 Days following the date of delivery of the RP-Preliminary Notice, the Concessionaire shall give the City another notice (the "RP-Notice") setting forth (i) details of the effect of said occurrence that is principally borne by the Concessionaire or other operators of on-street metered parking systems generally and not by others, (ii) details of the lasting and material adverse effect of the said occurrence on the fair market value of the Concessionaire Interest, (iii) a statement that the reduction in the fair market value of the Concessionaire Interest cannot be fully compensated under the provisions of Article 7, and the reasons that such statement is correct, and (iv) the amount claimed as Reserved Powers Adverse Action Compensation and details ofthe calculation thereof. The City shall, after receipt of the RP-Notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the City may reasonably consider necessary. If the City wishes to dispute the occurrence of a Reserved Powers Adverse Action or the amount of Reserved Powers Adverse Action Compensation claimed in the RP-Notice, the City shall give notice of dispute (the "RP-Dispute Notice") to the Concessionaire within 30 Days following the date of receipt of the RP-Notice stating in reasonable detail the grounds for such dispute. If neither the RP-Notice nor the RP-Dispute Notice has been withdrawn within 30 Days following the date of receipt of the RP-Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure in Article 19.
Option to Terminate. If the amount of Reserved Powers Adverse Action Compensation, as determined pursuant to Section 14.3(c) and (d), is greater than twenty-five percent (25%) of the fair market value ofthe Concessionaire Interest as of the time immediately prior to the Reserved Powers Adverse Action, then the Concessionaire, at its option, may, by written notice to the City, elect to terminate this Agreement and be paid the greater of the Reserved Powers Adverse Action Compensation or the Remaining Amortized Value. Such written notice shall establish an End Date for this Agreement, which shall be no earlier than 120 Days and no later than 180 Days later than the date of delivery of such notice, and shall be accompanied by the written consent of the Collateral Assignee to such termination. The Concessionaire's option to terminate this Agreement pursuant to this Section 14.3(e) does not limit the rights of the City to remedy the occurrence of an Adverse Action or a Reserved Powers Adverse Action as permitted by Section 14.4. (
Payment of Reserved Powers Adverse Action Compensation. If the Concessionaire has elected to exercise its right to Reserved Powers Adverse Action Compensation, the City shall pay the amount of Reserved Powers Adverse Action Compensation claimed to the Concessionaire within 60 Days following the date of receipt of the RP-Notice, or if a RP-Dispute Notice has been given, then not later than 60 Days following the date of determination of the Reserved Powers Adverse Action Compensation (together with interest at the Bank Rate from the date of receipt of the RP-Dispute Notice to the date on which payment is made), provided that, subject to the right of the Concessionaire to receive interest at the Bank Rate on the payment owed by the City from the date of receipt of the RP-Dispute Notice to the date on which payment is made, the City may defer any such payment for an additional 120 Days if the City determines, in its reasonable discretion, that such additional period is necessary in order to obtain financing or otherwise to obtain the necessary funds to make such a payment. It is acknowledged and agreed that payment of such Reserved Powers Adverse Action Compensation shall not release the City from any obligations with respect to any indemnification
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or other claims by the Concessionaire hereunder that are not related to the events or circumstances that gave rise to such Reserved Powers Adverse Action Compensation.
Termination Payment. If the Concessionaire has elected to exercise its option to terminate this Agreement, then, on the Reversion Date, the City shall pay the Concessionaire the Remaining Amortized Value or the Reserved Powers Adverse Action Compensation, in accordance with the election made by the Concessionaire pursuant to Section 14.3(e), provided that, subject to the Concessionaire's right to receive interest at the Bank Rate on such amount after the Reversion Date, the City may defer any such payment for an additional 60 Days if the City determines, in its reasonable discretion, that such additional period is necessary in order to obtain financing or otherwise to obtain the necessary funds to make such payment.
Release of City. Payment of the entire sum due under Section 14.3(f) or Section 14.3(g), as the case may be, by the City to the Concessionaire shall constitute full and final satisfaction of all amounts that may be claimed by the Concessionaire for and in respect of the occurrence of the Reserved Powers Adverse Action and upon such payment, the City shall be released and forever discharged by the Concessionaire from any and all liability in respect of such Reserved Powers Adverse Action.
Section 14,4. Right of City to Remedy. If the City wishes to remedy the occurrence of an Adverse Action or a Reserved Powers Adverse Action, the City shall give notice thereof to the Concessionaire within 30 Days following the date of receipt of the applicable AA-Notice pr RP-Notice. If the City gives such notice it must remedy the applicable Adverse Action or Reserved Powers Adverse Action within 180 Days following the date of receipt of the AA-Notice or RP-Notice or, if a AA-Dispute Notice or RP-Dispute Notice has been given, within 180 Days following the final award pursuant to Article 19 to the effect that an Adverse Action or Reserved Powers Adverse Action occurred. If the City elects to remedy the occurrence of an Adverse Action within the applicable period of time, the right of the Concessionaire shall be limited to a claim for AA-Compensation with respect to such Adverse Action. If the City elects to remedy the occurrence of a Reserved Powers Adverse Action within the applicable period of time, the right of the Concessionaire shall be limited to a claim for Reserved Powers Adverse Action Compensation.
Section 14.5. Other Actions by Governmental Authorities. In the event that any Governmental Authority (other than the City, Cook County or the State of Illinois (or any subdivision or agency of any of the foregoing)) proposes to take any action at any time during the Term (including or enacting any Law) and the effect of such action is reasonably expected (i) to be principally borne by the Concessionaire or other operators of on street metered parking systems (and not by others) and (ii) to have a material adverse effect on the fair market value of the Concessionaire Interest, except where such action is in response to any act or omission on the part ofthe Concessionaire that is illegal (other than an act or omission rendered illegal by virtue of an Adverse Action or such action by any such other Governmental Authority), then at the request of the Concessionaire the City shall use its reasonable efforts to oppose and challenge such action by any such other Governmental Authority; provided, however, that all reasonable out-of-pocket costs and expenses incurred by the City in connection with such opposition or challenge shall be borne by the Concessionaire.
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ARTICLE 15
DELAY EVENTS AND CONCESSION COMPENSATION
Section 15.1. Delay Events.
If the Concessionaire is affected by a Delay Event, it shall give notice within 10 Business Days following the date on which it first became aware of such Delay Event to the City {provided that in the case of such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The City shall, after receipt of any such notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the City may reasonably consider necessary.
The Concessionaire shall notify the City within 10 Business Days following the date on which it first became aware that a Delay Event has ceased.
Subject to the Concessionaire giving the notice required in Section 15.1(a). a Delay Event shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of Days as the City and the Concessionaire jointly determine, each acting reasonably. If the City and the Concessionaire cannot agree upon the period of extension, then either Party shall be entitled to refer the matter to the dispute resolution procedure in Article 19. This Section 15.1(c) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration ofthe Delay Event. Nothing herein shall permit-or-excuse noncompliance with a change to applicable Laws.
Except as provided in the immediately following sentence, if a Delay Event occurs that has the effect of causing physical damage or destruction to a material part ofthe Metered Parking. System that results in the Metered Parking System being substantially unavailable for the provision of Metered Parking Services and such effect continues for a period in excess of 120 Days and has a material adverse effect on the fair market value of the Concessionaire Interest, and insurance policies payable (or that should have been payable but for the breach of an obligation to take out and maintain such insurance policy by the Concessionaire) pr condemnation or other similar proceeds are insufficient to restore the Concessionaire to the same economic position as it would have been in the absence of such event, then, notwithstanding Section 2.1, the Concessionaire shall have the right to extend the Term for a period that would be sufficient so to compensate the Concessionaire and to restore it to the same economic position as it would have been in had such Delay Event not occurred (a "Delay Event Remedy"). This Section 15.1(d) shall not apply if the applicable Delay Event was caused by the exercise by the City of any of its Reserved Powers, it being acknowledged and agreed that the Concessionaire's remedy in such case shall be as provided in Article 7 or Section 14.3.
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(e) If the Concessionaire elects to exercise the right to the Delay Event Remedy, the Concessionaire shall give notice ("Delay Event Notice") to the City within 30 Days following the date on which the Concessionaire first became aware of its right to the Delay Event Remedy occurring setting forth (i) the details of the Delay Event and its effect on either causing physical damage or destruction to the Metered Parking System that results in the Metered Parking System being substantially unavailable for the provision of Metered Parking Services or suspending the collection of Metered Parking Fees at the Metered Parking System, (ii) the amount claimed as compensation to restore the Concessionaire to the same economic position as it would have been in had such Delay Event not occurred (including the details ofthe calculation thereof) and (iii) the details of the relationship between such compensation and the Delay Event Remedy that it proposes. The City shall, after receipt of the Delay Event Notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the City may reasonably consider necessary. If the City wishes to dispute the occurrence of a Delay Event or the Delay Event Remedy claimed in the Delay Event Notice, the City shall give notice to dispute (the "Delay Event Dispute Notice") to the Concessionaire within 30 Days following the date of receipt of the Delay Event Notice stating the grounds for such dispute, and if neither the Delay Event Notice nor the Delay Event Dispute Notice has been withdrawn within 30 Days following the date of receipt of the Delay Event Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure in Article 19.
Section 15*2. Relationship to Compensation Event. Section 15.1 shall not prevent the Concessionaire from receiving Concession Compensation or any other compensation from the City provided for in this Agreement for any Delay Event that constitutes a Compensation Event pursuant to the terms of this Agreement.
Section 15.3. Payment of Concession Compensation.
Except as provided elsewhere in this Agreement, if a Compensation Event occurs, the Concessionaire shall give notice (the "CE-Preliminary Notice") to the City within 30 Days following the.date on which the Concessionaire first became aware ofthe Compensation Event stating that a Compensation Event has occurred. Within 30 Days following the date of delivery ofthe CE-Preliminary Notice, the Concessionaire shall give the City another notice (the "CE-Notice") setting forth (i) details of the Compensation Event, including an explanation of the reasons that the event constitutes a Compensation Event under the terms of this Agreement and (ii) the amount claimed as Concession Compensation and details of the calculation thereof in accordance with the calculation methodology set forth in the definition of "Concession Compensation"; provided, that the failure by the Concessionaire to timely deliver the CE-Preliminary Notice or the CE-Notice shall not limit its remedies hereunder or otherwise reduce the amount of the Concession Compensation.
All Concession Compensation due to the Concessionaire shall be due and payable by the City within 30 Days of the CE-Notice.
If the City wishes to dispute the occurrence of a Compensation Event or the amount of Concession Compensation claimed in the CE-Notice issued by the Concessionaire in accordance with Section 15.3(a). then the City shall give notice of dispute (the "CE-Dispute Notice") to the Concessionaire within 30 Days following the date of receipt of the CE-Notice
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stating the grounds for such dispute. If the CE-Dispute Notice has not been withdrawn within 30 Days following the date of receipt ofthe CE-Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure set forth in Article 19. Notwithstanding the foregoing, the City shall pay to the Concessionaire any undisputed portion of the Concession Compensation in accordance with the terms of this Agreement during the pendency of any dispute regarding a disputed portion ofthe Concession Compensation.
ARTICLE 16 DEFAULTS; LETTERS OF CREDIT
Section 16.1. Default by the Concessionaire.
(a) Events of Default. The occurrence of any one or more of the following events during the Term shall constitute a "Concessionaire Default" under this Agreement:
if the Concessionaire fails to comply with, perform or observe any material obligation, covenant, agreement, term or condition in this Agreement, and such failure continues unremedied for a period of 90 Days following notice thereof (giving particulars of the failure in reasonable detail) from the City to the Concessionaire or for such longer period as may be reasonably necessary to cure such failure, provided, in the latter case, that the Concessionaire has demonstrated to the satisfaction of the City, acting reasonably, that (A) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (B) its actions can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the City, acting reasonably and (C) such failure is in fact cured within such period of time;
if this Agreement or all or any portion of the Concessionaire Interest is Transferred in contravention of Article 17 and such Transfer or action continues unremedied for a period of 10 Business Days following notice thereof from the City to the Concessionaire;
if the Concessionaire fails to comply with the requirements or directives of a final award in a matter submitted to dispute resolution in accordance with Article 19, and such failure continues unremedied for a period of 30 Days following notice thereof from the City to the Concessionaire, or for such longer period as may be reasonably necessary to cure such failure, provided, in the latter case, that the Concessionaire has demonstrated to the satisfaction ofthe City, acting reasonably, that (A) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (B) its actions can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the City, acting reasonably and (C) such failure is in fact cured within such period of time;
if the Concessionaire (A) admits, in writing, that it is unable to pay its debts as such become due, (B) makes an assignment for the benefit of creditors, (C) files a voluntary petition under Title 11 of the U.S. Code, or if such petition is filed against it and an order for relief is entered, or if the Concessionaire files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in or suffer
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the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Concessionaire or of all or any substantial part of its properties or of the Metered Parking System or any interest therein, or (D) takes any corporate action in furtherance of any action described in this Section 16.1(a)(iv);
if within 90 Days after the commencement of any proceeding against the Concessionaire seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, such proceeding has not been dismissed, or if, within 90 Days after the appointment, without the consent or acquiescence of the Concessionaire, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the Concessionaire or of all or any substantial part of its properties or ofthe Metered Parking System or any interest therein, such appointment has not been vacated or stayed on appeal or otherwise, or if, within 90 Days after the expiration of any such stay, such appointment has not been vacated;
if a levy under execution or attachment has been made against all or any part of the Metered Parking System or any interest therein as a result of any Encumbrance (other than a Permitted Concessionaire Encumbrance) created, incurred, assumed or suffered to exist by the Concessionaire or any Person claiming through it, and such execution or attachment has not been vacated, removed or stayed by court order, bonding or otherwise within 60 Days after the Concessionaire becomes aware of such levy, unless such levy resulted from actions or omissions of the City or its Representatives; or
the Concessionaire repudiates in writing any of its material obligations under this Agreement.
(b) Remedies of the City Upon Concessionaire Default. Upon the occurrence, and during the continuance, of a Concessionaire Default, the City may, by notice to the Concessionaire with a copy to the Collateral Assignee in accordance with the terms hereof, declare the Concessionaire to be in default and may, subject to the provisions of Articles 18 and 19, do any or all of the following as the City, in its discretion, shall determine:
(i) the City may terminate this Agreement by giving 30 Days' prior notice to the Concessionaire upon the occurrence of (A) a Concessionaire Default that consists of a failure to comply with, perform or observe any Operating Standard if such Concessionaire Default creates a material danger to the safety of Metered Parking System Operations or a material impairment to the Metered Parking System or to the continuing use of the Metered Parking System or (B) any other Concessionaire Default; provided, however, that the Concessionaire shall be entitled to cure a Concessionaire Default pursuant to Section 16.1(a)(i) by providing the City with a written work plan within such 30-Day period outlining the actions by which the Concessionaire will ensure future compliance with either (x) the obligation, covenant, agreement, term or condition in this Agreement or (y) the requirements or directives of the issued final award in accordance with Article 19 that the Concessionaire failed to perform or observe, which work plan is Approved by the City, but any failure of the Concessionaire to comply in any material respect with such Approved work plan following 30 Days' notice of such failure from the City to the Concessionaire shall be deemed to be a Concessionaire Default described in
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Section 16.1(a)(i) and the entitlement ofthe Concessionaire to cure such Concessionaire Default by the delivery of an Approved work plan shall not apply thereto;
if the Concessionaire Default is by reason of the failure to pay any monies, the City may (without obligation to do so) make payment on behalf of the Concessionaire of such monies, and any amount so paid by the City shall be payable by the Concessionaire to the City within three Business Days after demand therefor;
the City may cure the Concessionaire Default (but this shall not obligate the City to cure or attempt to cure a Concessionaire Default or, after having commenced to cure or attempted to cure a Concessionaire Default, to continue to do so), and all costs and expenses reasonably incurred by the City in curing or attempting to cure the Concessionaire Default, together with an administrative fee equal to 15% of such costs and expenses, shall be payable by" the Concessionaire to the City within three Business Days after written demand therefor; provided, however, that (A) the City shall not incur any liability to the Concessionaire for any act or omission of the City or any other Person in the course of remedying or attempting to remedy any Concessionaire Default and (B) the City's cure of any Concessionaire Default shall hot affect the City's rights against the Concessionaire by reason of the Concessionaire Default;
the City may seek specific performance, injunction or other equitable remedies, it being acknowledged that damages are an inadequate remedy for a Concessionaire Default;
the City may seek to recover its Losses arising from such Concessionaire Default and any amounts due and payable under this Agreement and, in connection therewith, exercise any recourse available to any Person who is owed damages or a debt;
with respect to those Concessionaire Defaults that entitle the City to terminate this Agreement pursuant to Section 16.1(b)(i). the City may terminate the Concessionaire's right to use, operate, maintain and rehabilitate the Metered Parking System and the Concessionaire's right to collect and retain Metered Parking Revenues, and in such event, the City or the City's agents and servants may immediately or at any time thereafter take possession and control ofthe Metered Parking System by any available action under law or proceeding at law or in equity, and with or without terminating this Agreement, and undertake any and all of the Metered Parking System Operations; provided, however, that no such action by the City shall be construed as an election on its part to terminate this Agreement unless a notice of such intention is given to the Concessionaire; provided further that any re-possession of the Metered Parking System or termination of this Agreement made in accordance with this Agreement as against the Concessionaire shall be valid and effective against the Concessionaire even though made subject to the rights of a Collateral Assignee to cure any default ofthe Concessionaire and continue as in the place of the Concessionaire under this Agreement or a new concession agreement as provided herein; and
the City may exercise any of its other rights and remedies provided for hereunder or at law or equity.
Section 16.2. Defaults by the City.
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(a) Events of Default. The occurrence of any one or more of the following events during the Term shall constitute a "City Default" under this Agreement:
if the City fails to comply with or observe any material obligation, covenant, agreement, term or condition in this Agreement (other than an Adverse Action or a Reserved Powers Adverse Action) and such failure continues unremedied for a period of 90 Days following notice thereof (giving particulars of the failure in reasonable detail) from the , Concessionaire to the City or for such longer period as may be reasonably necessary to cure such failure; provided, however, in the latter case, that the City has demonstrated to the satisfaction of the Concessionaire, acting reasonably, that (A) it is proceeding with all due diligence to cure or cause to be cured such failure, and (B) its actions can be reasonably expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire, acting reasonably and (C) such failure is in fact cured within such period of time;
if the City fails to comply with the requirements or directives of a final award in a matter submitted to dispute resolution in accordance with Article 19 and such default continues unremedied for a period of 30 Days fojlowing notice thereof from the Concessionaire, to the City, or for such longer period as may be reasonably necessary to cure such failure, provided, in the latter case, that the City has demonstrated to the satisfaction of the Concessionaire, acting reasonably, that (A) it is proceeding, and will proceed, with all due diligence to cure or cause to be cured such failure, (B) its actions can be reasonably, expected to cure or cause to be cured such failure within a reasonable period of time acceptable to the Concessionaire, acting reasonably and (C) such failure is in fact cured within such period of time;
if a levy under execution or attachment has been made against all or any part of the Metered Parking System including the Reserve Parking Lots or the Concessionaire Interest as a result of any Encumbrance (other than a Permitted City Encumbrance) created, incurred, assumed or suffered to exist by the City or any Person claiming through it, and such execution or attachment has not been vacated, removed or stayed by court order, bonding or otherwise within a period of 60 Days, unless such levy resulted from actions or omissions ofthe Concessionaire or its Representatives or if all or a material part of the Metered Parking System shall be subject to a condemnation or similar taking by the City or any agency thereof;
if the City (A) admits, in writing, that it is unable to pay its debts as such become due, (B) makes an assignment for the benefit of creditors, (C) files a voluntary petition under Title 9 ofthe U.S. Code, or if such petition is filed against it and an order for relief is entered, or if the City files any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official ofthe City, or of all or any substantial part of its properties (in each case, to the extent applicable to a municipality), or (D) takes any action in furtherance of any action described in this Section 16.2(a)(iv); or if within 90 Days after the commencement of any proceeding against the City seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future U.S. bankruptcy code or any other present or future applicable Law, such
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proceeding has not been dismissed, or if, within 90 Days after the appointment, without the consent or acquiescence of the City, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of the City or of all or any substantial part of its properties (in each case, to the extent applicable to a municipality), such appointment has not been vacated or stayed on appeal or otherwise, or if, within 90 Days after the expiration of any such stay, such appointment has not been vacated;
(v) if (A) a court of competent jurisdiction enters a final and unappealable
judgment order against the City in any action, suit or proceeding brought against the City, which
action, suit or proceeding was not brought by or supported in any way by the Concessionaire,
any Operator, any Representative, any Collateral Assignee or any other Person acting on behalf
of any ofthe foregoing or any other Person having an pecuniary interest in this Agreement, and
(B) as a result of such final and unappealable judgment order (i) it becomes unlawful for the City
to comply with or observe any material obligation, covenant, agreement, term or condition in this
Agreement or (ii) any material obligation, covenant, agreement, term or condition of the City
under this Agreement becomes unenforceable against the City; and (C) the Parties, acting in
good faith and within a reasonable time, are unable to reform this Agreement to conform to the
requirements of such judgment order; provided that the entry of such judgment order shall not
constitute a City Default if, within 180 Days following the entry of such judgment order, (i) a
Law is enacted that validates or confirms the lawful authority of the City, or grants to the City
the lawful authority, to perform its contractual obligations under this Agreement notwithstanding
such judgment order or otherwise remedies the City Default and (ii) the City reimburses the
Concessionaire for any unreimbursed Losses attributable to such judgment order and accrued
during the period from the date of entry of such judgment order to the date of enactment of such
Law; or
(vi) the City repudiates in writing any of its material obligations under this
Agreement.
(by"- Remedies of Concessionaire Upon City Default. Upon the occurrence, and during the continuance, of a City Default, the Concessionaire may by notice to the City declare the City to be in default and may, subject to the provisions of Article 19, do any or all of the following as the Concessionaire, in its discretion, shall determine:
(i) the Concessionaire may terminate this Agreement by giving 30 Days' prior notice to the City; provided, however, that the City shall be entitled to cure a City Default pursuant to Section 16.2(a)(i) by (i) agreeing within such 30-Day period to pay any Losses sustained as a result of such City Default or (ii) providing the Concessionaire with a written work plan within such 30-Day period outlining the actions by which the City will ensure future compliance with either (x) the obligation, covenant, agreement, term or condition in this Agreement or (y) the requirements or directives ofthe issued final award in accordance with Article 19 that the City failed to perform or observe, which work plan is approved by the Concessionaire (which approval shall not be unreasonably withheld, delayed or conditioned), but any failure ofthe City to comply in any material respect with such approved work plan following 30 Days' notice of such failure from the Concessionaire to the City shall be deemed to be a City Default described in Section 16.2(a)(i) and the entitlement of the City to cure such City Default by the delivery of an approved work plan shall not apply thereto; and upon such termination the
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City shall be obligated to pay to the Concessionaire the Metered Parking System Concession Value plus, without duplication, the reasonable out-of-pocket and documented costs and expenses incurred by the Concessionaire as a result of such termination;
the Concessionaire may exercise any of its rights or remedies at law or in
equity; and
the Concessionaire may seek to recover its Losses and any amounts due and payable under this Agreement and, in connection therewith, exercise any recourse available to any Person who is owed damages or a debt.
Section 16.3. Letters of Credit.
The Concessionaire shall deliver no later than the first day of the Concession Year that is five years prior to the final Concession Year of the Term, a Letter of Credit in the amount then to be calculated equal to the amount that the City reasonably determines is appropriate to cover all costs of capital improvements for the remainder of the Term as set forth in the Concessionaire's capital improvement program required pursuant to the Operating Standards.
Such Letter of Credit shall be replaced on every anniversary of such Concession Year until the date that is two years after (i) the expiration of the Term and (ii) such time as there being no unresolved disputes with respect to the Concessionaire complying with, performing or observing any obligation, covenant, agreement, term or condition iri this Agreement with a Replacement Letter of Credit in the amount of the undrawn balance of such Letter of Credit plus the amount of interest that would have been earned on such balance if invested for the next 12-month period at the Bank Rate. Subject to Approval, the required amount of any Letter of Credit with respect to a Concession Year (but only with respect to such Concession Year) may be reduced from time to time (at intervals that may be shorter than one year) by the amount that the City reasonably determines is appropriate such that the amount of the Letter of Credit remains sufficient s cover all costs of capital improvements for the remainder of the Term in light of the condition of the Metered Parking System (including the City's assessment of the present and future condition of the Metered Parking System, and all costs and expenses of capital improvements to be performed in connection therewith, during the remaining years ofthe Term) and the Concessionaire's compliance with this Agreement in connection therewith. Upon the occurrence of a Concessionaire Default (or if there is a dispute as to the occurrence of a Concessionaire Default, upon the final decision of the arbitral panel pursuant to Article 19 that a Concessionaire Default has occurred), the City shall have the right (in addition to all other rights and remedies provided iri this Agreement, but with the understanding that any other monetary damages that the City may recover will be reduced by the amount so drawn, and without the City's exercise of such right being deemed a waiver or a cure of the Concessionaire's failure to perform and whether or not this Agreement is thereby terminated), with three Business Days' prior notice to the Concessionaire, to draw against such Letter of Credit or any replacement thereof, upon presentation of a sight draft and a certificate confirming that the City has the right to draw under such Letter of Credit in the amount of such sight draft, up to the amount due to the City with respect to such Concessionaire Default.
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The Concessionaire shall replace each Letter of Credit with a replacement Letter of Credit (the "Replacement Letter of Credit") at least 30 Days prior to the expiry date of a Letter of Credit which is expiring. If the Concessionaire does not deliver to the City a Replacement Letter of Credit within such time period, the City shall have the right (in addition to all other rights and remedies provided in this Agreement and without the City's exercise of such right being deemed a waiver or a cure of the Concessionaire's failure to perform and whether or not this Agreement is thereby terminated) to immediately draw the full amount of the Letter of Credit upon presentation of a sight draft and a certificate confirming that the City has the right to draw under such Letter of Credit in the amount of such sight draft. After the Concessionaire delivers to the City a Replacement Letter of Credit complying with the provisions of this Agreement, the City shall deliver in accordance with the Concessionaire's reasonable instructions the Letter of Credit being replaced (except to the extent that, at such time; no sight draft under such Letter of Credit is outstanding and unpaid). Any Replacement Letter of Credit shall be upon the same terms and conditions as the Letter of Credit replaced and satisfy the requirements for a Letter of Credit, but in any event (i) the amount of each Replacement Letter of Credit, except as provided in Section 16.3(a). shall equal or exceed the amount of the Letter of Credit being replaced at the time of replacement and (ii) the date of the Replacement Letter of Credit shall be its date of issuance. The expiry date of the Replacement Letter of Credit,,as referred to in the opening paragraph of such Replacement Letter of Credit, shall be not earlier than one year later than the expiry date of the Letter of Credit being replaced.
If this Agreement is terminated by the City prior to the expiration ofthe 1 erm as a result of a Concessionaire Default, the City shall have the right (in addition to all other rights and remedies provided in this Agreement and without.the City's exercise of such right being deemed a waiver or a cure of the Concessionaire's failure to perform), with three Business Days' prior notice to the Concessionaire, to draw against any Letter of Credit, upon presentation of a sight draft and a certificate confirming that the City has the right to draw under such Letter of Credit in the amount of such sight draft, up to the amount due to the City pursuant to the terms of this Agreement.
The City will accept the Letters of Credit to be delivered pursuant to this Section 16.3 (and pursuant to Section 2.3) as security for the Concessionaire's obligations under this Agreement, in place of a cash deposit in the same amount, with the understanding that the Letters of Credit are to be the functional equivalent of a cash deposit. TheConcessionaire's sole remedy in connection with the improper presentment or payment of sight drafts drawn under the Letter of Credit shall be the right to obtain from the City a refund of the amount of any sight draft the proceeds of which were drawn inappropriately or misapplied and the reasonable costs incurred by the Concessionaire as a result of such inappropriate draw or misapplication; provided, however, that at the time of such refund, the Concessionaire increases the amount ofthe Letter of Credit to the amount (if any) then required under the applicable provisions of this Agreement. The Concessionaire acknowledges that the presentment of sight drafts drawn under the Letter of Credit could not under any circumstances cause the Concessionaire injury that could not be remedied by an award of money damages, and that the recovery of money damages would be an adequate remedy therefor. The Concessionaire shall not request or instruct the issuer of the Letter of Credit to refrain from paying any sight draft drawn under a Letter of Credit.
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If the City desires to assign its rights and obligations in accordance with Section 17.2 of this Agreement, the Concessionaire shall cooperate so that concurrently with the effectiveness of such assignment, either Replacement Letters of Credit as described in Section 16.3(c) for, or appropriate amendments to, the Letters of Credit then held by the City, in either case identifying as beneficiary the appropriate party after the assignment becomes effective, shall be delivered to the City, at no cost to the Concessionaire.
The Concessionaire shall obtain and furnish all Letters of Credit and Replacement Letters of Credit at its sole cost and expense and shall pay all charges imposed in connection with the City's presentation of sight drafts and drawing against the Letters of Credit or Replacement Letters of Credit.
In lieu of any Letter of Credit to be provided by the Concessionaire pursuant to the terms of this Section 16.3, the Concessionaire shall, at the Concessionaire's sole discretion, have the option to'provide a surety bond or other similar form of security or to deposit with a Depositary for the benefit of the City, as collateral security, cash or Eligible Investments in an amount equal to the amount of such Letter of Credit at the time of such deposit. Such Depositary shall invest and reinvest such amounts in Eligible Investments at the direction of the City, provided that earnings thereon shall be paid to the Concessionaire not less frequently than quarterly. If, at any time during the Term, the City would have the right to draw any amount On a Letter of Credit for which the Concessionaire has substituted cash or Eligible Investments pursuant to this Section 16.3(h), the Depositary shall pay such amount to the City from such cash deposit or Eligible Investments in accordance With the terms of this Section 16.3 and all rights and remedies of the City and the Concessionaire with respect to such cash deposits or Eligible Investments, if any, shall be the same as those provided in this Section 16.3 with respect to any Letter of Credit; provided, however, that the certification that would have been provided by the City with the sight draft had cash or Eligible Investments not been so substituted shall be made to the Depositary and delivered to the Depositary together with the City's written demand for payment.
(i) lf Letters of Credit shall not in the future be available at commercially reasonable
terms and rates or shall not be a commercially reasonable form of security in similar transactions,
the Concessionaire shall furnish the City with comparable security instruments or Eligible
Investments that then are commonly-used in similar transactions and which are Approved; and if
no such comparable security instruments shall be available, the Concessionaire shall deposit with
the City cash as security.
Section 16.4. Consequences of Termination or Reversion. Upon the termination or expiration of this Agreement, notwithstanding any claims the Parties may have against each other and subject to Section 16.1(b")(v), Section 16.2(b)(iii) and Article 18, the following provisions shall apply:
(a) the Concessionaire shall, without action whatsoever being necessary on the part of the City, well and truly surrender, transfer and deliver to the City the Metered Parking System (including all improvements to the Metered Parking System), the Metered Parking System Assets and all tangible and intangible personal property of the Concessionaire (including inventories) that is included in the Metered Parking System and used in connection with the
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Metered Parking System Operations (subject, however, as to any intellectual property included in the Metered Parking System, to any restrictions or prohibitions to disclosure, transfer or sharing thereof and any other rights of third parties with respect thereto), in good order, condition and repair (reasonable wear and tear excepted), determined reasonably in accordance with the then applicable Operating Standards, free and clear of all Encumbrances other than (w) Permitted Concessionaire Encumbrances set forth in clause (iv), clause (vii) and clause (viii) as it pertains to clauses (iv) and (vii) of the definition of that term, (x) Permitted City Encumbrances, (y) those created by or suffered to exist or consented to by the City or any Person claiming through it, and (z) with respect to any property added to the Metered Parking System after the Time of Closing, title defects affecting such property in existence on the date such property is added to the Metered Parking System;
(b) . the Concessionaire hereby waives any notice now or hereafter required by Law
with respect to transfer of the Metered Parking System on the Reversion Date;
the City shall, as ofthe Reversion Date, assume full responsibility for the Metered Parking System Operations, and as of such date, the Concessionaire shall have no liability or responsibility for Metered Parking System Operations occurring after such date;
the Concessionaire shall be liable for all costs, expenses and other amounts for which it is liable or responsible hereunder incurred up to but not including the Reversion Date, and the City shall be liable for all costs, expenses and amounts incurred in connection with the Metered Parking System Operations on and after the Reversion Date;
the City shall have the option by providing notice to the Concessionaire of requiring that the Concessionaire assign, without warranty or recourse to the Concessionaire, to the fullest extent permitted by Authorizations and applicable Law, all of its right, title and interest in, to and under (in each of the following cases, to the extent assignable) all or any of the Operating Agreements then in effect and all Authorizations to the City or its nominee for the remainder of their respective terms; provided, however, that if the City exercises such option, the right, title and interest of the Concessionaire in, to and under such Operating Agreements and Authorizations shall be assigned to the City or its nominee as of the Reversion Date and the Concessionaire shall surrender the Metered Parking System to the City and shall cause all Persons claiming under or through the Concessionaire to do likewise, and the City shall assume in writing, pursuant to an assumption agreement satisfactory to the Concessionaire, the Concessionaire's obligations under the Operating Agreements that arise in respect of, or relate to, any period of time falling on and after the Reversion Date; provided further that if the City does not exercise such option, the Concessionaire shall, unless the City has granted to a Collateral Assignee or its nominee a new concession agreement containing the same provisions as are contained in this Agreement, take such steps as are necessary to terminate the Operating Agreements to the extent permitted thereunder and in accordance with the terms thereof;
the Concessionaire, at its sole cost and expense, shall promptly deliver to the City copies of all records and other documents relating to the Metered Parking Revenues that are in the possession of the Concessionaire or its Representatives and all other then existing records and information relating to the Metered Parking System as the City, acting reasonably, may request;
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the Concessionaire shall execute and deliver to the City a transfer of title documents and other instruments reasonably required by the City to evidence such termination;
the Concessionaire shall assist the City in such manner as the City may require to ensure the orderly transition of control, operation, management, maintenance and rehabilitation of the Metered Parking System, and shall, if appropriate and if requested by the City, take all steps as may be necessary to enforce the provisions of the Operating Agreements pertaining to the surrender of the Metered Parking System;
(i) the City and the Concessionaire shall make appropriate adjustments, including
adjustments relating to any Operating Agreements assigned to the City, Metered Parking Fees
and other similar charges collected on and after the Reversion Date that are incurred prior to the
Reversion Date, and utilities, and any adjustments and payment therefor shall be made by the
appropriate Party on the Reversion Date, but shall be subject to readjustment if necessary
because of error in matters such as information, calculation, payments and omissions that are
identified within the period of 180 Days following the Reversion Date; provided, however, that
the City and the Concessionaire acknowledge that certain adjustments or readjustments may have
to be made when a third party provides to the City or the Concessionaire a final adjustment
amount in respect of a matter, and for such matters the adjustment and readjustment date shall
each be correspondingly extended; and
(j) if this Agreement is terminated as a result of an Adverse Action or a Reserved Powers Adverse Action, the payment by the City to the Concessionaire ofthe amounts required under Article 14 or Article 19 shall constitute full and final settlement of any and all Claims the Concessionaire may have against the City for and in respect of the termination of this Agreement and upon such payment, the Concessionaire shall execute and deliver all such releases and discharges as the City may reasonably require to give effect to the foregoing.
This Section 16.4 shall survive the expiration or any earlier termination of this Agreement.
Section 16.5. Termination Other Than Pursuant to Agreement. If this Agreement is terminated by the City other than pursuant to Section 16.1 or is canceled, rescinded or voided during the Term for any reason over the objection and without action by the Concessionaire, any Collateral Assignee and their respective Affiliates, the City shall pay to the Concessionaire the Metered Parking System Concession Value as of the date of such termination, cancellation, rescinding or voiding, plus, without duplication, the reasonable out-of-pocket and documented costs and expenses incurred by the Concessionaire as a direct result of such termination, cancellation, rescinding or voiding. The City hereby acknowledges and agrees that it may only terminate this Agreement in accordance with the express terms hereof and shall not, in any event, have the right to terminate this Agreement for convenience.
ARTICLE 17 RESTRICTIONS ON TRANSFERS
Section 17.1. Transfers by the Concessionaire.
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The Concessionaire shall not Transfer, or otherwise permit the Transfer of, any or all of the Concessionaire Interest to or in favor of a Transferee, unless (i) the City has Approved (based upon a determination in accordance with Section 17.1(b)) such proposed Transferee (unless it is a Collateral Assignee permitted under Article 18) and (ii) the proposed Transferee (unless it is a Collateral Assignee permitted under Article 18) enters into an agreement with the City in form and substance satisfactory to the City, acting reasonably, wherein the Transferee acquires the rights and assumes the obligations of the Concessionaire and agrees to perform and observe all ofthe obligations and covenants of the Concessionaire under this Agreement. Any Transfer made in violation of the foregoing provision shall be null and void ab initio and of no force and effect.
Approval of a proposed Transferee may be withheld if the City reasonably determines that (i) such proposed Transfer is prohibited by applicable Law, (ii) such proposed Transferee's entering into this Agreement with the City is prohibited by Law, (iii) such proposed Transfer would result in a violation of Law, (iv) such proposed Transfer would result in a Tax liability to the City (unless the City shall have received indemnification, as determined in the City's discretion, with respect thereto) or (v) such proposed Transferee is not capable of performing the obligations and covenants of the Concessionaire under this Agreement, which determination shall be based upon and take into account the following factors: (a) the financial strength and integrity ofthe proposed Transferee, its direct or indirect beneficial owners, any proposed managers or operating partners and each of their respective Affiliates; (b) the experience of the proposed Transferee or the Operator to be engaged by the proposed Transferee in operating metered parking systems and performing other relevant projects; (c) the background and reputation ofthe proposed Transferee, its direct or indirect beneficial owners, any proposed managers or operating partners, each of their respective officers, directors and employees and each of their respective Affiliates (including the absence of criminal, civil or regulatory claims or actions against any such Person and the quality of any such Person's past or present performance on other projects); and (d) the Operator engaged by the proposed Transferee, including the ability of the Operator to meet the operating standards.
No Transfer of all or any ofthe Concessionaire Interest (except a Transfer to a Collateral Assignee or its nominee upon its exercise of remedies under its Collateral Assignment and a subsequent transfer to the transferee ofthe Collateral Assignee that has been Approved under Section 17.1(b)) shall be made or have any force or effect if, at the time of such Transfer there has occurred a Concessionaire Default that has not been remedied or an event that with the lapse of time, the giving of notice or otherwise would constitute a Concessionaire Default.
A Change in Control of the Concessionaire shall be deemed to be a Transfer of the Concessionaire Interest for purposes ofthe foregoing provisions.
Nothing contained in the foregoing shall be deemed to prohibit or limit the Concessionaire from changing its organizational form or status (including a change from a limited liability company to a corporation or limited partnership), provided that such change in organizational form or status does not result in a Change of Control of the Concessionaire.
Neither (i) a change of ownership that is attributable to a concession, management agreement, operating agreement or other similar arrangement that is subject and subordinate in
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all respects to the rights ofthe City under this Agreement, nor (ii) the creation of a trust or any other transaction or arrangement that is solely a transfer of all or part ofthe Concessionaire's economic interest under this Agreement to another entity shall be deemed to be a Transfer ofthe Concessionaire Interest for purposes of Section 17.1(a).
Section 17.2. Assignment by the City. The City shall have the right to Transfer any or all of the City's interest in the Metered Parking System and this Agreement, provided that it shall be jointly and severally liable with the Transferee for the performance and observance of the obligations and covenants of the City under this Agreement and any agreement entered into by the City under this Agreement (including agreeing directly with any Collateral Assignee to be bound by the agreement entered into in accordance with Section 18.3) and that any such Transfer by the City shall not materially limit or reduce any of the Concessionaire's other rights, benefits, remedies or privileges under this Agreement.
ARTICLE 18 LENDER'S RIGHTS AND REMEDIES
Section 18.1. Collateral Assignments. The Concessionaire shall have the right, at its sole cost and expense, to execute and deliver one or more (subject to Section 18.7) Collateral Assignments, if at the time any such Collateral Assignment is executed and delivered to the Collateral Assignee, no Concessionaire Default exists unless any such Concessionaire Default will be cured pursuant to Section 18.3 in connection with entering into such Collateral Assignment, and upon and subject to the following terms and conditions:
a Collateral Assignment may not cover any property of, or secure any debt issued or guaranteed by, any Person other than the Concessionaire (including any debt guaranteed by the Concessionaire in accordance with Section 3.6). but may cover shares or equity interests in the capital of the Concessionaire and any cash reserves or deposits held in the name of the Concessionaire;
no Person other than an Institutional Lender shall be entitled to the benefits and protections accorded to a Collateral Assignee in this Agreement; provided, however, that lenders to the Concessionaire (and lenders to the Collateral Assignee as successor in interest to the Concessionaire under this Agreement) may be Persons other than Institutional Lenders so long as any Collateral Assignment securing the loans made by such Persons is held by an Institutional Lender acting as collateral agent or trustee;
no Collateral Assignment or other instrument purporting to pledge, encumber, or create a lien, charge or security interest on or against any or all of the Concessionaire Interest shall extend to or affect the fee simple interest in the Reserve Parking Lots, the City's interest hereunder or its reversionary interest and estate in and to the Metered Parking System or any part thereof;
the City shall have no liability whatsoever for payment of the principal sum secured by any Collateral Assignment, or any interest accrued thereon or any other sum secured thereby or accruing thereunder, and, except for violation by the City of express obligations set
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forth herein, the Collateral Assignee shall not be entitled to seek any damages or other amounts against the City for any or all ofthe same;
the City shall have no obligation to any Collateral Assignee in the enforcement of the City's rights and remedies herein and by Law provided, except as expressly set forth in this Agreement and unless such Collateral Assignee has provided the City with notice of its Collateral Assignment in accordance with the Collateral Assignee Notice Requirements;
each Collateral Assignment shall provide that if the Concessionaire is in default under the Collateral Assignment and the Collateral Assignee gives notice of such default to the Concessionaire, then the Collateral Assignee shall give notice of such default to the City;
subject to the terms of this Agreement, all rights acquired by a Collateral Assignee under any Collateral Assignment shall be subject and subordinate to all of the provisions of this Agreement and to all of the rights of the City hereunder;
while any Collateral-Assignment is outstanding, the City shall not agree to any amendment or modification of this Agreement that could reasonably be expected to have a material adverse effect on the rights or interests ofthe Collateral Assignee or agree to a voluntary surrender or termination of this Agreement by the Concessionaire without the consent of the Collateral Assignee;
(i) notwithstanding any enforcement of the security of any Collateral Assignment,
the Concessionaire shall remain liable to the City for the payment of all sums owing to the City
under this Agreement and the performance and observance of all of the Concessionaire's
covenants and obligations under this Agreement; and
(j) a Collateral Assignee shall not, by virtue of its Collateral Assignment, acquire any greater rights or interest in the Metered Parking System than the Concessionaire has at any applicable time under this Agreement, other than such rights or interest as may be granted or acquired in accordance with Section 18.2. 18.3. 18.4 or 18.5; and each Collateral Assignee, the City and the Concessionaire shall enter into a consent agreement in a form acceptable to all parties; provided that such consent agreement shall be in a customary form and shall include the rights and protections provided to the Collateral Assignees in this Agreement.
Section 18.2. Notices and Payments to Collateral Assignees. Whenever a Collateral Assignment exists as to which the City has been provided notice in accordance with the Collateral Assignee Notice Requirements, the City shall, simultaneously with providing the Concessionaire any required notice under this Agreement, provide a copy of such notice to such Collateral Assignee, and no such notice to the Concessionaire shall be effective against the Collateral Assignee until a copy thereof is duly provided to such Collateral Assignee at its address specified in its notice given to the City in accordance with the Collateral Assignee Notice Requirements (or any subsequent change of address notice given to the City pursuant to the requirements of Section 20.1.). With respect to a Collateral Assignment regarding which the City has been provided notice in accordance with the Collateral Assignee Notice Requirements, unless the Collateral Assignee has otherwise advised the City in writing, all payments to the Concessionaire to be made by the City under this Agreement shall be made to the institution
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acting as the collateral agent or depository under the financing secured by such Collateral Assignment.
Section 18.3. Collateral Assignee's Right to Cure. The Collateral Assignee shall have a period of 60 Days with respect to any Concessionaire Default beyond any cure period expressly provided to the Concessionaire herein, in which to cure or cause to be cured any such Concessionaire Default; provided, however, that such 60-Day period shall be extended if the Concessionaire Default may be cured but cannot reasonably be cured within such period of 60 Days, and the Collateral Assignee begins to cure such default within such 60-Day period (or, if possession is necessary in order to effect such cure, the Collateral Assignee commences appropriate lawful action (pursuant to judicial process or otherwise) to take possession or transfer possession (subject to the provisions of Article 17) of the Metered Parking System within 60 Days) and thereafter proceeds with all due diligence to cure such Concessionaire Default (including by proceeding with all due diligence to take possession or effect such transfer) within a reasonable period of time acceptable to the City, acting reasonably; provided further that if a Collateral Assignee's right to cure a Concessionaire Default has not expired, and the Collateral Assignee is acting to cure such Concessionaire Default in accordance with this Section 18.3 then the City shall not exercise its right to terminate this Agreement by reason of such Concessionaire Default. In furtherance of the foregoing, the City shall permit the Collateral Assignee and its Representatives the same access to the Metered Parking System as is permitted to the Concessionaire hereunder. The City shall accept any such performance by a Collateral Assignee as though the same had been done or performed by the Concessionaire. Any payment to be made or action to be taken by a Collateral Assignee hereunder as a prerequisite to keeping this Agreement in effect shall be deemed properly to have been made or taken by the Collateral Assignee if such payment is made or action is taken by a nominee, agent or assignee of the rights of such Collateral Assignee.
Section 18.4. Rights ofthe Collateral Assignee.
(a) . Subject to the provisions of this Agreement including, but not limited to, the
Reserved Powers, a Collateral Assignee may (i) enforce its Collateral Assignment in any lawful
way, (ii) acquire the Concessionaire Interest in any lawful way or (iii) take control of in'any
lawful way and manage the Metered Parking System. Upon exercise of any contractual or
statutory power of sale or possession under such Collateral Assignment and subject to the
provisions of Article 17 (applied to the Collateral Assignee as if it were the Concessionaire), a
Collateral Assignee may Transfer the Concessionaire Interest; provided, however, that no
Transfer by a Collateral Assignee shall be effective unless the Transfer is made in accordance
with Section 17.1. Any Person to whom the Collateral Assignee Transfers the Concessionaire
Interest (including such Collateral Assignee) shall take the Concessionaire Interest subject to any
of the Concessionaire's obligations under this Agreement.
(b) Except as provided in Section 18.3. unless and until a Collateral Assignee (i)
forecloses upon or has otherwise taken ownership ofthe Concessionaire Interest or (ii) has taken
possession or control of the Concessionaire Interest, whether directly or by an agent as a
mortgagee in possession or a receiver or receiver and manager has taken possession or control of
the Concessionaire Interest by reference to the Collateral Assignment, the Collateral Assignee
shall not be liable for any ofthe Concessionaire's obligations under this Agreement or be entitled
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to any of the Concessionaire's rights and benefits contained in this Agreement, except by way of security. If the Collateral Assignee itself or by an agent or a receiver or a receiver and manager is the owner, or is in control or possession of, the Concessionaire Interest, it shall be bound by all liabilities and obligations of the Concessionaire under this Agreement (including the obligation to engage an Operator). Once the Collateral Assignee goes out of ownership, possession or control ofthe Concessionaire Interest or Transfers the Concessionaire Interest to another Person in accordance with the provisions of this Agreement, the Collateral Assignee shall cease to be liable for any of the Concessionaire's obligations under this Agreement accruing thereafter and shall cease to be entitled to any of the Concessionaire's rights and benefits contained in this Agreement, except, if the Collateral Assignment remains outstanding, by way of security.
Section 18.5. City's Termination of this Agreement; New Agreement.
(a) Without prejudice to the rights of a Collateral Assignee under Section 18.3. if this Agreement is terminated prior to the expiration of the Term due to a Concessionaire Default (in which case the City shall notify the Collateral Assignee of such termination) or if this Agreement is rejected or disaffirmed pursuant to any bankruptcy Law or proceeding or other similar Law or proceedings affecting creditors' rights generally with respect to a bankruptcy proceeding relating to the Concessionaire or otherwise, the City agrees to enter into a new concession agreement of the Metered Parking System with the Collateral Assignee (or its designee or nominee, provided that such designee or nominee either is controlled by the Collateral Assignee or is Approved by the City as Transferee under Section 17.1) for the remainder of the original stated Term upon all ofthe covenants, agreements, terms, provisions and limitations of this Agreement (the "New Agreement'"), effective as of the date of such termination, but only on and subject to the satisfaction of all of the following requirements and conditions: (i) such Collateral Assignee commits in writing to the City, in a notice delivered to the City, within 30 Days after the City delivers the termination notice to the Collateral Assignee (or, if later, upon the termination of any cure period granted to the Collateral Assignee pursuant to Section 18.3") or within 30 Days after the effective date of such rejection or disaffirmance, as the case may be, that the Collateral Assignee "(or its designee or nominee) will enter into the New Agreement, which notice is accompanied by a copy of such New Agreement, duly executed and acknowledged by the Collateral Assignee (or its designee or nominee); (ii) provided the City notifies the Collateral Assignee in advance, the Collateral Assignee (or its designee or nominee) pays or causes to be paid to the City, at the time of the execution and delivery of the New Agreement, all amounts which, at the time of the execution and delivery thereof, would have been past due or due and payable in accordance with the provisions of this Agreement but for such termination; (iii) provided the City furnishes a statement or invoice for such costs the Collateral Assignee pays or causes to be paid to the City all reasonable costs and expenses (including legal fees), Taxes, fees, charges and disbursements paid or incurred by the City in connection with such defaults and termination, the recovery of possession from the Concessionaire, and in connection with the preparation, execution and delivery of the New Agreement and related agreements and documents specified in such statement or invoice; and (iv) such Collateral Assignee (or its designee or nominee), at the time of such written request, cures all defaults under this Agreement (curable by the payment of money) existing immediately prior to the termination of this Agreement, or, if such defaults cannot be cured by the payment of money, such Collateral Assignee (or its designee or nominee) commits to the City in the New Agreement to proceed both promptly and diligently, upon the execution of the New Agreement, to cure all such other
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defaults and, if possession is necessary in order to cure such other Concessionaire Defaults, to proceed both promptly and diligently to obtain the possession required to cure any such other defaults (and such cure shall be a covenant in the New Agreement).
(b) Nothing contained in this Section 18.5 shall be deemed to limit or affect the City's interest in and to such Metered Parking System upon the expiration of the Term of the New Agreement. The provisions of this Section 18.5 shall survive the termination of this Agreement and shall continue in full force and effect thereafter to the same extent as if this Section 18.5 were a separate and independent contract made by the City, the Concessionaire and the Collateral Assignee and, if the Collateral Assignee satisfies the conditions to a New Agreement from the effective date of such termination of this Agreement to the date of execution and delivery of the New Agreement, the Collateral Assignee may operate the concession created by this Agreement without hindrance by the City, but only on and subject to the terms and provisions of this Agreement.
Section 18.6. Right to Arbitration. In each case specified in this Agreement in which resort to arbitration is authorized, the Collateral Assignee shall have the right and privilege if an event of default under the Collateral Assignment then exists and notice has been given to the City as contemplated by Section 18.1(f). in the Concessionaire's name, place and stead, to obtain and participate in such arbitration upon notice to the City in accordance with Section 20.1. provided that the Collateral Assignee agrees to be bound by the decision of the arbitrat ion panel.
Section 18.7. Recognition by the City of Collateral Assignee. If there is more than, one Collateral Assignee, only that Collateral Assignee, to the exclusion of all other Collateral Assignees, whose notice was earliest received by the City pursuant to the Collateral Assignee Notice Requirements, shall have the rights as a Collateral Assignee under this Article 18. unless such Collateral Assignee has designated in writing another Collateral Assignee to exercise such rights.
"Section 18.8. City's Right to Purchase Indebtedness Secured by Collateral Assignment.
If any default by the Concessionaire has occurred under a Collateral Assignment, or any act, condition or event has occurred which would permit a Collateral Assignee to declare all or part of the indebtedness secured by a Collateral Assignment to be immediately due and payable, then the City shall have 30 Days after the date on which such Collateral Assignee shall serve notice. upon the City in writing ("Collateral Assignee's Notice") that such Collateral Assignee intends to commence proceedings to exercise its rights or remedies under the Collateral Assignment (stating the calculation ofthe purchase price pursuant Section 18.8(c)), during which 30-Day period the City shall have the right and option (the "City's Option") to purchase from all Collateral Assignees the indebtedness secured by all Collateral Assignments, upon the terms and subject to the conditions contained in this Section 18.8.
The City's Option shall be exercised by notice served upon the Concessionaire and all Collateral Assignees within such 30-Day period. Time shall be of the essence as to the exercise of the City's Option. If the City's Option is duly and timely exercised, the City shall
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purchase on the date which is 60 Days after the date on which a Collateral Assignee's Notice is served upon the City. The closing shall take place at a mutually convenient time and place.
The purchase price payable by the City shall be equal to the aggregate amounts secured by such Collateral Assignments (including principal, interest, fees, premiums, breakage and other costs, expenses (including attorneys' fees) and any other amounts secured thereby) as ofthe closing date ofthe purchase. The purchase price shall be paid in full in cash at closing by wire transfer or other immediately available funds. The purchase price shall be paid by the City to each respective Collateral Assignee, to be applied by the Collateral Assignee to the indebtedness secured by the Collateral Assignment owed to such Collateral Assignee, subject to the priorities ofthe security interests created by such Collateral Assignments.
At the closing and upon payment in full of the purchase price each Collateral Assignee shall assign its Collateral Assignment to the City, together with any security interest held by it in the Concessionaire Interest, without recourse, representations, covenants or warranties of any kind, provided that such Collateral Assignments and security interests shall be deemed modified to secure the amount of the aggregate purchase price paid by the City to all Collateral Assignees (rather than the indebtedness theretofore secured thereby) payable on demand, with interest and upon the other items referred to in this Section 18.8(d). The City shall be responsible for paying any Taxes payable to any Governmental Authority upon such assignment.
Any Collateral Assignment shall contain an agreement ofthe Collateral Assignee to be bound by the provisions of this Section 18.8.
The City shall have the right to receive all notices of default under any Collateral Assignment, but the City shall not have the right to cure any default under any Collateral Assignment, except to the extent provided in this Section 18.8.
ARTICLE 19 DISPUTE RESOLUTION
Section 19.1. Scope. Any dispute arising out of, relating to, or in connection with this Agreement, including any question as to whether such dispute is subject to arbitration, shall be resolved as set forth in this Article 19.
Section 19.2. Informal Dispute Resolution Procedures. The Parties shall attempt in good faith to resolve such dispute within 15 Business Days following receipt by one Party of notice of such dispute from the other Party. If the Parties are unable to resolve the dispute within such period of 15 Business Days, and upon notice by either Party to the other, the dispute shall be referred to the Designated Senior Person of each Party. The Designated Senior Persons shall negotiate in good faith to resolve the dispute, conferring as often as they deem reasonably necessary. Statements made by representatives of the Parties during the dispute resolution procedures set forth in this Section 19.2 and in Section 19.3 and documents specifically prepared for such dispute resolution procedures shall be considered part of settlement negotiations and shall not be admissible as evidence in any arbitration or other litigation proceeding between the Parties without the mutual consent of the Parties.
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Section 19.3. Mediation. Mediation of a dispute under this Agreement may not be commenced until the earlier of: (i) such time as both of the Designated Senior Persons, after following the procedures set forth in Section 19.2. conclude in good faith that amicable resolution through continued negotiation ofthe matter does not appear likely; or (ii) 15 Business Days after the notice referring the dispute to the Designated Senior Persons pursuant to Section 19.2 has been received by both Designated Senior Persons. If, after such time period, the dispute remains unresolved, the Parties shall attempt to resolve the dispute through mediation administered by the AAA under its Commercial Mediation Procedures before resorting to binding arbitration, as provided by Section 19.4.
Section 19.4. Arbitration. If the procedures described in Section 19.2 and Section 19.3 do not resolve the dispute within 30 Business Days following a reference to mediation, the dispute shall be exclusively and finally settled by arbitration administered by the AAA in accordance with the AAA Rules. Either Party may initiate the arbitration, as provided in the AAA Rules. The place of arbitration shall be Chicago, Illinois unless the Parties agree otherwise. The arbitral panel shall determine the rights and obligations of the Parties in accordance with the substantive laws of the State of Illinois and without regard to conflicts of laws principles thereof. Except as agreed by the Parties, the arbitral panel shall have no power to alter or modify any terms or provisions of this Agreement, or to render any award that, by its terms or effects, would alter or modify any term or provision of this Agreement. The Parties shall be entitled to reasonable production of relevant, non-privileged documents, carried out expeditiously. If the Parties are unable to agree upon same, the arbitral panel shall have the power, upon application of any Party, to make all appropriate orders for production of documents by any Party. At the request of either Party, the arbitral panel shall have the discretion to order the examination by deposition of any witness to the extent the arbitral tribunal deems such examination appropriate or necessary. The arbitral panel shall be composed of three arbitrators, one to be selected by the City, one to be selected by the Concessionaire and the third (who shall act as chairman ofthe panel) to be selected by the two previously-selected arbitrators, lf, within 15 Business Days, the two previously-selected arbitrators cannot agree on the selection of the third arbitrator, then the third arbitrator shall be selected by the AAA pursuant to the AAA Rules. Once the arbitral panel has been composed, the arbitrators shall act as neutrals and not as party arbitrators, and no Party shall engage in any ex parte communication with any member ofthe arbitral panel. Each Party shall bear its own attorney fees, expenses, and costs. Any award of monetary damages shall include interest at the Bank Rate from the date of any breach or violation of this Agreement or the incurring of any obligation as determined in the arbitral award until paid in full. Any award of monetary damages shall be in writing and state the reasons upon which it is based. The award shall be final and binding on the Parties. Judgment on the award may be entered by any court with competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., shall govern any arbitration conducted pursuant to this Section 19.4.
Section 19.5. Provisional Remedies. No Party shall be precluded from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining any emergency or provisional remedy to protect its rights that may be necessary and that is not otherwise available under this Agreement, including temporary and preliminary injunctive relief and restraining orders and the appointment of a receiver or receiver and manager in connection with the collection and retention of Metered Parking Revenues.
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Section 19.6. Tolling. If a Party receiving a notice of default under this Agreement contests, disputes or challenges the propriety of such notice by making application to the dispute resolution procedure in this Article 19. any cure period that applies to such default shall be tolled for the time period between such application and the issuance of a final award or determination.
Section 19.7. Technical Arbitration.
Informal Dispute Resolution by Consultant. The Parties may agree to submit any technical dispute under this Agreement, including any technical dispute with respect to Article 7 that is submitted pursuant to Section 7.13 to the Consultant, which submission may be made without submitting the technical dispute to technical arbitration pursuant to Section 19.7(b) or to the dispute resolution process described in Section 19.2. Section 19.3 and Section 19.4 and once such technical dispute has been submitted to the Consultant then the time limits set out in Section" 19.2, Section 19.3 and Section 19.4-shall no longer apply. The Consultant shall determine any unresolved disputed items within three Business Days of the submission of such dispute to the Consultant, unless the Consultant has good cause to extend such date for determination. The submission shall be in the form of written statements of position'by one or both of the Parties, which statements shall be provided to both the other Party and the Consultant, with each Party having an opportunity to respond to such written statements of the other Party and any requests for statements or information by the Consultant, including in-person meetings. The Parties shall each bear their own costs with respect to the submission of such dispute to the Consultant and shall bear equally the cost of the Consultant with respect to such dispute. The Consultant's award shall be in writing and state the reasons upon which it is based. The decision of the Consultant shall be final and binding on the Parties, unless either Party expressly reserves the right to submit the dispute to technical arbitration pursuant to Section 19.7(b) or to the dispute resolution process described in Section 19.2. Section 19.3 and Section 19.4. Within one Business Day after its receipt ofthe decision, any Party may request the Consultant to interpret the decision or to correct any clerical, typographical or computation errors therein. The other Party-shall have a right to comment within one Business Day of its receipt of the requesting Party's request for interpretation and/or correction. If the Consultant considers the request justified, it shall comply with such request within three Business Days after its receipt of such request. The correction and/or interpretation of the decision shall take the form of an addendum and shall constitute part ofthe decision.
Technical Arbitration. The Parties may agree to submit any technical dispute under this Agreement to technical arbitration, which submission may be made without submitting the technical dispute to the Consultant pursuant to Section 19.7(a) or to the dispute resolution process described in Section 19.2. Section 19.3 and Section 19.4. Such technical arbitration shall be conducted by a Consultant, serving as an independent technical arbitrator, acceptable to the City and the Concessionaire (and if the Parties fail to agree upon the independent technical arbitrator within five Business Days after the Parties agree to submit the dispute to technical arbitration, then the City and the Concessionaire shall each appoint an independent technical arbitrator and both such arbitrators shall be instructed to select a third independent technical arbitrator to conduct the technical arbitration). If the Party-appointed technical arbitrators are unable to agree upon a third technical arbitrator within five Business Days after they arc instructed by the Parties to select a third arbitrator, the Consultant shall select the independent technical arbitrator to conduct the technical arbitration as soon as possible. Such
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submission shall be in the form of written statements of position by one or both of the Parties, which statements shall be provided to both the other Party and the independent technical arbitrator, with each Party having an opportunity to respond to such written statements ofthe other Party and any requests for statements or information by the independent technical arbitrator, including in-person meetings; provided, however, that all such submissions by a Party shall be made within 10 Business Days of appointment of the independent technical arbitrator and, notwithstanding any provision herein to the contrary, any unresolved disputed items shall be determined by the independent technical arbitrator within seven Business Days of receipt by the independent technical arbitrator of the Parties' submissions of information unless such independent technical arbitrator has good cause to extend such date for determination. The Parties shall each bear their own costs with respect to the arbitration of any such technical dispute and shall bear equally the cost of retaining such independent technical arbitrator. The independent technical arbitrator's award shall be in writing and state the reasons upon which it is based. Within one Business Day after its receipt of the decision, any Party may request the independent technical arbitrator to interpret the decision or to correct any clerical, typographical or computation errors therein. The other Party shall have a right to comment within one Business Day of its receipt ofthe requesting Party's request for interpretation and/or correction. If the independent technical arbitrator considers the request justified, it shall comply with such request within three Business Days after its receipt of such request. The correction and/or interpretation of the decision shall take the form of an addendum and shall constitute part ofthe decision. The independent technical arbitrator's award shall be final and:binding on the Parties,, except in the event of fraud, partiality, or manifest error, or if the independent technical arbitrator has exceeded its mandate or otherwise lacked jurisdiction. Any Party that wishes to challenge the award must initiate arbitration in accordance with Section 19.4 within seven Business Days; of its receipt ofthe award and the arbitral panel must accept such matter for arbitration. The submission must set forth one or more of the limited grounds set out in this provision as the basis for its challenge in its request for arbitration, failing which the award shall be final and binding. In the event an arbitral panel composed pursuant to Section 19.4 decides that the award is not: final and binding because of one or more grounds set out in this provision, it may proceed to1 determine the underlying issue de novo and its award shall constitute a final and binding determination of the dispute. Except in the event of a challenge to the award in accordance with this provision, each Party shall give effect to the award starting as ofthe eighth Day of its receipt of the award, including by paying the amount, if any, which becomes payable as a result of the award. If the amount payable as a result ofthe award is not so paid, interest will accrue on that amount at the Bank Rate. Judgment on the award may be entered in any court with competent jurisdiction. The independent technical arbitrator's award shall be final and binding on the Parties.
Section 19.8. Undisputed Amounts. Notwithstanding any other provision of this Article 19. in relation to a monetary claim brought by a Party, the other Party shall pay to that Party any undisputed portion of the claim during the pendency of any dispute regarding a disputed portion of that claim, and the arbitral panel appointed under Section 19.4 or a Consultant appointed under Section 19.7 shall issue an interim award in favor of the relevant Party in relation to the undisputed amount.
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ARTICLE 20 MISCELLANEOUS
Section 20.1. Notice. All notices, other communications and approvals required or permitted by this Agreement shall be in writing, shall state specifically that they are being given pursuant to this Agreement and shall be delivered, sent by certified or registered mail (return receipt requested and postage prepaid), addressed as follows:
in the case of the City:
Corporation Counsel City of Chicago 6,h Floor City Hall 121 North LaSalle Street Chicago, Illinois 60602
Attention: Finance and Economic Development Division
with a copy to:
City of Chicago
Department of Finance
33 North LaSalle Street, 6lh Floor
Chicago, Illinois 60602
Attention: Chief Financial Officer
in the case ofthe Concessionaire:
Chicago Parking Meters, LLC 1585 Broadway, 39th Floor
New York, New York 10036
Attention: John Watt
or such other persons or addresses as either Party may from time to time designate by notice to the other. A notice, other communication or approval shall be deemed to have been sent and received (i) on the Day it is delivered; or if such Day is not a Business Day or if the notice is received after ordinary office hours (time of place of receipt), the notice, other communication or approval shall be deemed to have been sent and received on the next Business Day, or (ii) on the fourth Business Day after mailing if sent by U.S. registered or certified mail.
Section 20.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties. There are no representations, warranties, conditions or other agreements, whether direct or collateral, of express or implied, that form part of or affect this Agreement, or that induced any Party to enter into this Agreement or on which reliance is placed by any Party, except as specifically set forth in this Agreement. The Parties acknowledge and agree that (i) each has substantial business experience and is fully acquainted with the provisions of this Agreement, (ii) the provisions and
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language of this Agreement have been fully negotiated and (iii) no provision of this Agreement shall be construed in favor of any Party or against any Party by reason of such provision of this Agreement having been drafted on behalf of one Party rather than the other.
Section 20.3. Amendment. This Agreement may be amended, changed or supplemented only by a written agreement signed by the Parties.
Section 20.4. Waiver of Rights. Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
Section 20.5. Severability. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable Law. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the remaining portions of this Agreement or any part thereof. If any provision of this Agreement or the application thereof to any Person or circumstance is held or deemed to be or determined to be invalid, inoperative or unenforceable in any particular case in any particular jurisdiction or jurisdictions because it conflicts with any other provision or provisions hereof or of any applicable Law, or public policy, or for any other reason, (i) such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever, and (ii) the Parties shall negotiate in good faith to amend this Agreement to implement the provisions set forth herein. If the Parties cannot agree on an appropriate amendment, either Party may refer the matter for determination pursuant to the dispute resolution procedure in Article 19. If, by means of the dispute resolution procedure, the Parties are unable, as a result of applicable Law, to resolve the matter in a manner that effectively entitles the City to have the same rights after the aforesaid determination of invalidity or unenforceability as before, the City shall have the right to enact, and cause to come into force, any Law to provide for the same or substantially the same rights as were determined to be invalid or unenforceable. •
Section 20.6. Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the State of Illinois (excluding any conflict of laws rule or principle which might refer such interpretation to the laws of another jurisdiction).
Section 20.7. Submission to Jurisdiction. Subject to Article 19. any action or proceeding against the Concessionaire or the City relating in any way to this Agreement may be brought and enforced in the federal or state courts in the State of Illinois in the County of Cook, and each of the Concessionaire and the City hereby irrevocably submits to the jurisdiction of such courts with regard to any such action or proceeding, and irrevocably waives, to the fullest extent permitted by applicable Law, any objection it may have now or hereafter have to the laying of venue of any such action or proceeding in such courts and any claim that any such
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action or proceeding brought in any such court has been brought in an inconvenient forum. Service of process on the City may be made, either by registered or certified mail addressed as provided for in Section 20.1 or by personal delivery on the City Clerk of the City. Service of process on the Concessionaire may be made either by registered or certified mail addressed as provided for in Section 20.1 or by delivery to the Concessionaire's registered agent for service of process in the State of Illinois. If the Concessionaire is presented with a request for Documents by any administrative agency or with a subpoena duces tecum regarding any Documents which may be in its possession by reason of this Agreement, the Concessionaire shall give prompt notice to the Corporation Counsel ofthe City. The City may contest such process by any means available to it before such Documents are submitted to a court or other third party; provided, however, that the Concessionaire shall not be obligated to withhold such delivery beyond that time as may be ordered by the court or administrative agency or required by Law, unless the subpoena or request is quashed or the time to produce is otherwise extended.
Section 20.8. Further Acts. The Parties shall do or cause to be done all such further acts and things as may be reasonably necessary or desirable to give full effect to this Agreement. Without limiting the foregoing, each Party will, at any time and from time to time, execute and deliver or cause to be executed and delivered such further instruments and assurances and take such further actions as may be reasonably requested by the other Party in order to cure any defect in the execution and/or delivery of this Agreement.
Section 20.9. Costs. Except as otherwise provided in this Agreement, each Party shall . be responsible for its own costs and expenses incurred in connection with performing and observing its obligations and covenants under this Agreement.
Section 20.10.Interest. Any amount payable under this Agreement and not paid when due shall bear interest at a variable nominal rate per annum equal on each day to the Bank Rate then in effect, from the date such payment is due until payment and both before and after judgment.
Section 20.11. Inurement and Binding Effect. This Agreement shall inure to the benefit of the Parties and their respective permitted successors and assigns and be binding upon the Parties and their respective successors and assigns.
Section 20.12. No Partnership or Third Party Beneficiaries. Except as expressly provided herein to the contrary (including with respect to such rights as are expressly granted to each Collateral Assignee pursuant to this Agreement), nothing contained in this Agreement shall constitute or be deemed to create a partnership, joint venture or principal and agent relationship between the City and the Concessionaire, nor shall any term or provision hereof be construed in any way to grant, convey or create any rights or interests to any Person not a party to this Agreement.
Section 20.13. Cumulative Remedies. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.
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Section 20.14. Non-Liability of Public Officials. The Concessionaire and any assignee or Contractor may not charge any official, officer, employee, advisor or consultant of the City personally with any liability or expenses of defense or hold any official, officer, employee, advisor or consultant of the City personally liable to them under any term or provision of this Agreement or because of the City's execution, attempted execution or any breach of this Agreement.
Section 20.15. Conflicts of Interest.
No member of the governing body of the City or other unit of government and no other official, officer, employee, advisor or consultant of the City or other unit of government who exercises any functions or responsibilities in connection with the Metered Parking Services is permitted to have any personal interest, direct or indirect, in this Agreement. No member of or delegate to the Congress of the United States or the Illinois General Assembly and no alderman ofthe City or City employee is allowed to be admitted to any share or part of this Agreement or to any financial benefit to arise from it.
The Concessionaire represents and covenants that it, and to the best of its knowledge, its Contractors if any, presently have no direct or indirect interest arid will not acquire any interest, direct or indirect, in any project or contract that would conflict in any manner or degree with the performance of the Metered Parking Services. It is acknowledged and agreed that nothing in this Section 20.15 shall prevent or restrict the Concessionaire, the Operator or their owners or Affiliates from bidding on or engaging (or seeking to engage) in any other projects or other transactions with the City or the City's departments.
The Concessionaire further covenants that, in the performance of this Agreement, no Person having any conflicting interest will be assigned to perform any Metered Parking Services. If the City determines that any of the Concessionaire's services for others conflict with the Metered Parking Services, the Concessionaire is to render for the City under this Agreement, the Concessionaire must terminate such other services immediately upon request of the City.
Section 20.16.Counterparts; Facsimile Execution. This Agreement may be executed in'any number of counterparts which, taken together, shall constitute one and the same agreement. This Agreement shall be effective when it has been executed by each Party and delivered to both Parties. To evidence the fact that it has executed this Agreement, a Party may send a copy of its executed counterpart to the other Party by facsimile transmission. Such Party shall be deemed to have executed and delivered this Agreement on the date it sent such facsimile transmission. In such event, such Party shall forthwith deliver to the other Party an original counterpart of this Agreement executed by such Party.
Section 20.17. Collaboration. Each Party agrees to use its reasonable best efforts to notify the other in advance of taking an action or making a change that is likely to have a material effect on this Agreement or the Metered Parking System, and will make available one or more of its respective Designated Senior Persons to discuss such action or change. In addition, both the City and the Concessionaire will make available Designated Senior Persons to discuss on a quarterly basis the operations and economics of the Metered Parking System, including the impact of the implementation of Pay-by-Cell, or this Agreement (it being understood that this
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mechanism is being established to provide improved communications and not to replace or subordinate any rights of the Parties or any dispute resolution procedures set forth in Article 19). This Section in no way provides the Concessionaire with veto power over a municipal decision
(Intentionally Lett Blank)
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IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed on its behalf by its duly authorized officer and the Concessionaire has caused this Agreement to be duly executed pursuant to due authorization, all as of the day and year first above written.
City of Chicago
By:
Stephen R. Patton Corporation Counsel
Concessionaire:
Chicago Parking Meters, LLC
By:
Dennis Pedrelli
Chief Executive Officer
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SCHEDULES TO THE CONCESSION AGREEMENT
It is acknowledged and agreed by the City and the Concessionaire that the following Schedules are subject to the terms of the Concession Agreement to which they are attached, and that in the event of any conflict between the terms of any of such Schedules and the terms of the Concession Agreement, the terms and provisions of the Concession Agreement shall control.
Schedule 1-Page 1
SCHEDULE 1
METERED PARKING SYSTEM CONTRACTS
Contract (PO) Number 10062 with Duncan Parking Technologies, Inc.: Metering Devices and Replacement Parts (Duncan Meters).
Contract (PO) Number 10061 with MacKay Meters, Inc.: Metering Devices and Replacement Parts (MacKay Meters).
Contract (PO) Number 10060 with Metro Parking Solutions, LLC: Metering Devices and Replacement Parts (POM Meters).
Contract (PO) Number 1145 with Parkeon, Inc.: Pay-and-Display meter parts (for Stelios).
Contract (PO) Number 3466 with Parkeon, Inc: Parkfolio Service (for Stelios).
Contract (PO) Number 12010 with Chicago United Industries, Ltd.: Parking Meter Pedestal C-Bases and Related Parts.
Contract (PO) Number 13090 with Dunbar Armored, Inc.: Coin Counting Services.
Contract (PO) Number 12395 with Enforcement Technologies, Inc.: Maintenance Services for Existing AutoCITES.
Contract (PO) Number T28236 with IBM Corporation: Parking and Administrative Hearings Management.
Contract (PO) Number 9929 with Johnson Pipe & Supply Co.: Pipe, Fittings, Valves, and Accessories.
Contract (PO) Number 14852 with Serco, Inc.: Parking Enforcement Officer Services.
Contract (PO) Number 12534 with Serco, Inc.: Parking Meter Collection Services.
Contract (PO) Number 14784 with Fifth Third Bank: Credit Card Payment Transaction Processor.
Contract (PO) Number 15047 with Oak Park Cyclery*:
Trek Bicycle Parts and Repair Services for Enforcement Personnel.
Contract (PO) Number 13305 with Speedy Gonzalez Landscaping: Snow Plowing and De-icing Services (includes Reserve Parking Lots).
Schedule 1-Page 1
Contract (PO) Number 11852 with Christy Webber Landscapes: Comprehensive Landscape Services.
Contract (PO) Number S028870 with Andrews Decal Co.: Parking Meter Decals.
18: Purchase Order with ParkMagic:
Pay Parking by Phone (in-car meter pilot program).
Agreement with International Association of Machinists and Aerospace Workers, Local No. 126:
Labor Agreement.
Agreement with International Union of Operating Engineers, Local No. 150: Labor Agreement.
Contract (PO) Number 15028 with Silk Screen Express*: Various Work and Business "Uniforms.
Contract (PO) Number 16630 with Equity Industrial Supply, Inc.*: High Visibility Protective Clothing.
Contract (PO) Number 10074 with Root Brother Manufacturing and Supply Company*: Small Tools and Industrial Tools.
Contract (PO) Number 10196 with Unisource/Jefco Group Inc.*: Small Tools and Industrial Tools.
Lease No. 14180 for Ashland Facility*.
?Contracts relating to the general operations of the City of Chicago Department of Revenue in addition to the Metered Parking System.
Schedule 1-Page 2
SCHEDULE 2
REQUIRED CAPITAL IMPROVEMENTS
General. The Concessionaire shall be responsible for all capital improvements with respect to the Metered Parking System required to be completed during the Term in accordance with the terms of the Concession Agreement, including as required by the Operating Standards set out in Schedule 3 and the provisions of this Schedule 2. To the extent that there is any inconsistency between the terms set out in Articles 1 through 20 and this Schedule 2 the terms set out in Articles 1 through 20 shall govern.
Installation of Time Differential Metering Software and Hardware Systems.
With respect to a Metering Device relating to more than two Metered Parking Spaces ("Multi-Space Metering Device"), the Concessionaire shall install such time differential metering software and hardware systems acceptable to the City ("Time Differential Metering Systems"), which allows the City to select a reasonable number of peak and non-peak demand periods, and provide for a Metered Parking Fee schedule specific to each period. The Time Differential Metering Systems must allow the City to set period lengths in increments as small as 15 minutes or as long as 24 hours. Customers must be able to select the amount of time they want to park, as opposed to selecting the total Metered Parking Fee to be paid, and the equipment must display the appropriate amount being debited.
The Time Differential Metering Systems shall provide only for City designated time-limits. The Time Differential Metering Systems shall not provide for artificial limits based on the amount ofthe Metered Parking Fee. Customers shall not be prohibited from purchasing multiple hours of parking across varying rate schedules unless the City designates a time-limit. If the City selects a limit, the limit must be based on increments as small as 15 minutes or as long as 24 hours. The City must be able to select specific hours during the day when time limits will be enforced.
The Time Differential Metering Systems shall allow the City to choose to either allow motorists arriving and paying multiple hours prior to the start time of each designated peak period to (1) pay a reduced or non-peak Metered Parking Fee as an incentive for arriving early, even if the motorist remains parked during peak hours or (2) pay the peak period Metered Parking Fee during the hours the motorist remains parked during peak hours. Customers must be. able to select the amount of time they want to park, as opposed to selecting the total Metered Parking Fee to be paid, and the equipment must display the appropriate amount being debited.
The Time Differential Metering Systems should allow for the implementation of variable rate structures to create or reduce vehicle turnover. The City must be able to either increase or decrease the Metered Parking Fee for every subsequent hour that a customer purchases to park. Customers must be able to select the amount of time they want to park, as opposed to selecting the total Metered Parking Fee to be paid, and the equipment must display the appropriate amount being debited.
The Time Differential Metering Systems should allow for the setting of increments of time to be purchased as small as 15 minutes and as large as 24 hours, provided that increments as
Schedule 2-Page 1
small as 5 minutes will be allowed if required in the aggregate to constitute a whole value of time. The City must be able to assign different incremental values based upon the time of day.
Schedule 2-Page 2
SCHEDULE 3
OPERATING STANDARDS
The Metered Parking System shall, at a minimum, be operated and maintained in compliance with the standards set forth within this Schedule 3. To the extent there is any inconsistency between the terms set forth in Articles 1 through 20 and this Schedule 3, the terms set forth in Articles 1 through 20 shall govern.
COMPLIANCE WITH APPLICABLE LAWS
The Concessionaire shall operate or shall cause the Metered Parking System to be operated pursuant to the terms of the Concession Agreement, these Operating Standards, applicable provisions of the Municipal Code ofChicago, including but not limited to Chapters 2-80, 3-54, 4-232, 9-8, 9-64, 9-68, 9-80, 9-100, 10-8, 10-20, 10-28, 10-29, 13-128, and 17-11 as amended from time to time, and all other applicable laws, ordinances, rules, regulations and executive orders of federal, state and local government.
CUSTOMER SERVICE
The Concessionaire shall establish and maintain a 24/7 customer service system for customer complaints and inquiries, which system may be maintained with live persons, or other system approved in advance by the City, including a web-based system, an interactive voice response (IVR) system, or other automated system.
The Concessionaire shall have and maintain each Metering Device in the Metered Parking System and shall provide the name ofthe Operator and a toll free phone number on each Metering Device.
The Concessionaire will provide the City with access to information concerning the operability- of specific Metering Devices for purposes of adjudicating violations of the Chicago Municipal Code.
CUSTOMER PAYMENTS
The Concessionaire shall implement and maintain cashless alternatives, in accordance with the Schedule 2 (Required Capital Improvements).
The Concessionaire shall implement time differential metering systems upon the City request, including demand-based pricing models and progressive rates, in accordance with the Schedule 2 (Required Capital Improvements).
The Concessionaire shall be obligated to charge and collect the fu II amount ofthe Metered Parking Fees imposed by the City, in accordance with Section 7.1 of the Concession Agreement.
All Metering Device receipts issued to customers to display must have an adhesive backing (or other system acceptable to the City which allows them to stay attached to
Schedule 3-Page 1
motorcycles and scooters). Upon the implementation of Pay-by-Cell as described in Section 4.7 of the Agreement, Metering Device receipts shall no longer be required to have an adhesive backing; provided, however, that if Pay-by-Cell is removed at the election ofthe Concessionaire under Section 4.7, the Concessionaire shall, at the City's option, either (A) pay the City $425,000 per year, as Adjusted for Inflation for each year from the date of such termination and for as long as Metering Device receipts are utilized; or (B) reintroduce receipts with an adhesive backing at the Concessionaire's own expense.
All Metering Device receipts and graphics must be approved in advance and writing by the City prior to installation or use.
The Concessionaire shall be allowed to implement a "pay-by-space" payment and collection system.
COLLECTION
The Concessionaire shall establish meter collection routes and schedules that ensure the continuous operation of the Metered Parking System, subject to normal course of business interruptions to metered system operations, including, but not limited to, wear and tear, vandalism, accidents, maintenance activities and coin collection activities.
METERED PARKING SYSTEM RECORDS
The Concessionaire shall maintain books and records for the operation and maintenance of the Metered Parking System during the Term and for a period of 10 years following the Term, including, but not limited to the following: asset tag number, location, price, hours of operation, maintenance history and utilization.
The Concessionaire shall maintain an online map database of the Metered Parking System,, including the location of Metering Devices and Metered Spaces and rates for customer access ("Concession Metered Parking Database") during the Term and for a period of one year following the Term.
The Concessionaire shall provide designated City personnel with viewonly 24/7 access to the Concession Metered Parking Database.
The Concessionaire shall be required to provide weekly reports to the City showing frequency of meter usage during various hours of the day for all areas throughout the City.
METERING DEVICE INSTALLATION, REMOVAL AND REPAIR
1. All Metering Devices, support poles and bases installed following the Closing Date are to be black in color. "C" bases are to have a nine inch.diameter. Support poles are to have a two inch diameter. All Metering Devices installed by the Concessionaire must satisfy ADA compliance requirements.
Schedule 3-Page 2
All sign poles and bases installed following the Closing Date are to be black in color. Signs are to be installed at a minimum height of seven feet to the bottom ofthe sign and a maximum of eight feet to the bottom of the sign. "C" bases for signs are to have a twelve inch diameter. Sign poles are to have a two inch diameter, and ten feet in length maximum.
Metering Devices located on the street ("Street Metering Devices") shall be installed on the same side ofthe street as the customer parking. Metering Devices located within the Reserve Parking Lots shall be installed in the best possible area to maximize revenue, at the reasonable discretion of the Concessionaire in consultation with the City.
Multi-Space Metering Devices shall be installed at or near the center of the parking area being covered by that particular Multi-Space Metering Device, except that the City reserves the right to allowing the installation of two Multi-Space Metering Devices within the same block, as long as customer convenience is not adversely affected.
Multi-Space Metering Devices shall not operate more than 15 parking spaces on street or 50 parking spaces off street, except within the area bounded by the west side of Ashland Avenue on the east, the east side of Damen Avenue on the west, the south side of Roosevelt Road on the north and the south side of 15th Place on the south, where Multi-Space Metering Devices shall not operate more than 30 parking spaces on a street. Any Reserve Parking Lot with more than 50 Metered Spaces shall have at least 2 Multi-Space Metering Devices.
Meter technology developed by the Concessionaire must allow for visual enforcement. In the case of customers using Pay-by-Cell, the City agrees that enforcement through the use of license plate data complies with these Operating Standards, including this Section 6. In any other case, the Concessionaire may propose alternatives to visual enforcement, including the use of license plate data, which shall be subject to City Approval.
The Concessionaire must develop and implement a plan to reduce the number of Metering.Devices on, along and about the street and public way by greater than one-half by the second anniversary of the Closing Date.
Improvements to the Metered Parking System cannot include ground loops or other street construction unless pre-approved by City.
Should the Concessionaire implement pay by phone options, it must allow for peak period pricing, in accordance with the Schedule 2 (Required Capital Improvements).
Unless consented to in writing by the City, each new stall of a single-bay Metering Device shall be no less than 18 feet, but no more than 22 feet in length.
Unless consented to in writing by the City, each new stall of a single-bay Metering Device that is at the end ofthe parking area (as vehicles are not allowed to park in front of or behind the stall) shall be no less than 17 feet, but no more than 22 feet in length.
Unless consented to in writing by the City, each new stall of a double-bay Metering Device shall be no less than 18 feet, but no more than 22 feet in length.
Schedule 3-Page 3
Unless consented to in writing by the City, each new stall of a double-bay Metering Device that is at the end of a parking area (as vehicles are not allowed to park in front of or behind the stall) shall be no less than 17 feet, but no more than 22 feet in length.
Subject to paragraph 15 below, new Street Metering Devices shall be installed 2' from curb and shall be installed so that customers are facing traffic while paying.
New Street Metering Devices shall be installed 18 inches from curb on sidewalks that are less than 9 feet in width.
All installations and removals of Metering Devices shall be upon the requests of
the City and shall be subject to the standards and procedures set forth in Paragraphs 17-22 of this
section.
The Concessionaire shall give written notice to the City three business days prior to the installation of new Metering Devices, as required by the City, except that, based upon the specific circumstances and within the City's reasonable discretion, the City may extend the period for such installation. New Metering Devices shall be posted with an initial enforcement date of the next business day.
Upon the installation of a new Metering Device, the Concessionaire shall install a placard with the City seal on the Metering Device which indicates that the Metering Device was recently installed and provides the day on which enforcement will commence, in accordance with Paragraph 17 above.
The Concessionaire will be required to remove Metering Devices and signs within two business days of the City's removal request, except that, based upon the specific circumstances (including the number of Metering Devices and/or signs to be removed), and within the City's reasonable discretion, the City may extend the period for such removal.
The Concessionaire shall repair or replace Metering Devices that are not fully functioning, including all payment options and display functions, within two business days following notification, except that, based upon the specific circumstances (including causes by Force Majeure, a Delay Event or excessive vandalism) and within the City's reasonable discretion, the City may extend the period for such repair or replacement.
The Concessionaire shall maintain maintenance records for all Metering Devices or Metering Device replacement equipment in the Metered Parking System. The Concessionaire shall make said records available to the City within five business days following a written request by the City.
The installation, removal and repair of Metering Devices shall be further subject to the following requirements ofthe City:
(a) The Committee on Traffic Control and Safety makes recommendations to City Council regarding the installation and removal of Metering Devices. The Committee meets regularly at City Hall, with the times of the meetings and agendas posted in advance online. It shall be the responsibility of the
Schedule 3-Page 4
Concessionaire to send a representative to such meetings and to obtain information regarding pending City action that may affect the Concession Agreement. Information obtained from the Committee of Traffic Control and Safety may be used for preliminary planning projects only. Final approval must come from the full City Council.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes the installation of new Metering Devices, the Concessionaire shall install the Metering Devices within 120 Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes the installation of new street signs related to newly designated Concession Metered Parking, the Concessionaire shall install such signs within thirty (30) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes changes to the placement of existing signs on a Block to add additional Metered Parking Spaces, the Concessionaire shall move such signs within five (5) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes the reinstallation of one or more Metering Devices following a closure or other project requiring removal of such Metering Devices, the Concessionaire shall reinstall such Metering Device(s) within thirty (30) Days ofthe effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes changes to existing Hours of Operation or Periods of Operation, the Concessionaire shall make all necessary modifications to the Metering Devices and post necessary and appropriate notification, including meter stickers, within thirty (30) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of the City Comptroller or his/her designee) authorizes changes to existing Metered Parking Fees, the Concessionaire shall make all necessary modifications to the Metering Devices and post necessary and appropriate notification, including meter stickers, within sixty (60) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
If an ordinance (or the direction of City Comptroller or his/her designee) authorizes changes to existing Periods of Stay, the Concessionaire shall make all necessary modifications to the Metering Devices and post necessary and
Schedule 3-Page 5
appropriate notification, including meter stickers, within sixty (60) Days of the effective date of such ordinance or direction, as such period may be extended by the City in writing.
MOTORCYCLE PARKING
The Concessionaire shall comply with all current and future City standards and Applicable Laws regarding motorcycle parking.
RECYCLING
With respect to the Metered Parking System, the Concessionaire shall manage and maintain a battery recycling program to help to protect the environment and remain in compliance with all applicable laws, including environmental laws. The Concessionaire shall handle all the necessary logistics, shipping, receiving, recycling, and proper documentation relating to the recycling program. The Concessionaire shall recycle the following, including, but not limited to:
1. Regular household batteries, used in meters or otherwise both rechargeable and non-rechargeable, such as D-cell, C-cell, AA, AAA, 9-volt, and button cells.
2. Rechargeable battery packs used in meter equipment, cell phones, cameras, laptop computers, power tools, etc.
3. Handheld electronics, including but not limited to cell phones, iPods, PDAs and pagers; and
• 4. Any other dry-cell batteries. VEHICLE USE
All service vehicles utilized by the Concessionaire are required to conspicuously display the following identification decals and contact information on both sides of each vehicle: Company name; vehicle (fleet) number; area-code/phone number; web address. A "How Am I Driving" (or equivalent) customer complaint/compliment decal and access number, along with a third vehicle (fleet) number decal which will be displayed only on the rear of each vehicle.
All service vehicles utilized by the Concessionaire must be cleaned and maintained on a regular basis to ensure safe operation.
The Concessionaire is required to equip all service vehicles, at its expense (including initial and period product enhancements), with any electronic location safety devices or equipment (GPS, etc.) as the City deems reasonably necessary.
All service vehicle operators must possess a valid Illinois driver's license and retain in their personal possession at all times of vehicle operation
Schedule 3-Page 6
The Concessionaire is required to comply with all local, state and federal vehicle licensing regulations. All vehicles must display, at all times, the current license plate, and any plate and city stickers and must carry insurance certification required by Law.
The Concessionaire is responsible for ensuring safe operation of all owned or leased service vehicles.
The Concessionaire is responsible for ensuring timely payment to the City of all service vehicle parking and "moving" violations.
All service vehicles will display any and all safety awareness stickers as reasonably deemed necessary and appropriate by the City.
Vehicle operator and passenger smoking in or around all service vehicles are prohibited at all times.
Unauthorized passengers are not permitted in any Concessionaire service vehicle, at any time including family, friends, "hitchhikers", etc.
Vehicle use for illegal activity including the transportation or storage of weapons, hazardous chemicals or illegal substances is prohibited.
Vehicle operators are required to adhere to all established vehicle "moving" and parking regulations at all times. Parking of vendor service vehicles within bus stops, tow zones, on private property, etc. is prohibited.
Vehicle operators will be permitted to park service vehicles at authorized paid Metering Devices and areas without payment only while performing professional duties with respect to the operation of the Metered Parking System.
14:—In accordance with City ordinance, the Concessionaire's operators are required to use hands-free devices when using cellular phones or 2-way communication devices in any service vehicles.
AU'drivers and passengers must wear seat belts in all service vehicles at all times.
The Concessionaire is required to immediately report all service vehicle accidents to the City within 48 hours following any accident that may impact the City's interest or liability.
Concessionaire is responsible for all costs necessary to transport personnel and equipment.
At outset, all vehicles used by Concessionaire shall be new or like-new.
All vehicles will bear similar markings and shall be the same color.
All vehicles used primarily for enforcement purposes must be equipped with fully operational Mars lights (or a DOR approved equivalent) with flashing yellow caution lights.
Schedule 3-Pagc 7
All vehicles that are not equipped with rear windows must utilize video when
SIGNAGE
1. The Concessionaire shall be responsible for all installation, removal and repair of signage relating to the Metered Parking System (such as signs regarding parking rates and parking spaces), in accordance with the provisions of this section. The Concessionaire shall not be responsible for the installation, removal and repair of signage not relating to the Metered Parking System (such as signs regarding: no standing/stopping, bus/taxi zones, traffic control, etc.).
- 2. The Concessionaire shall be prohibited from erecting signs in the public way for single and double bay meter systems unless otherwise authorized by the City in writing.
The Concessionaire shall only erect signage for Pay and Display, "pay-by-space" or similar multi-parking space systems. Unless otherwise approved in writing by the City, the maximum number of signs per block shall be:
Three sign poles where the metered parking zone is 100 feet or less; or
Five sign poles where the metered parking zone is 100 feet or more or divided by an alley or restricted parking area (loading zones, bus stops, etc.).
Signs shall be 18" by 24" in size consisting of a reflective white background and green overlay (pantone #342C unless otherwise approved by the City in writing) for symbols and text.
All signage design, installation, removal and repair must (i) be reviewed and approved by Chicago Department of Transportation and any other agency of the City having jurisdiction over the area relating to such sign design, installation, removal and/or repair, and (ii) meet the standards contained in the Manual on Uniform Traffic Control Devices (MUTCD).
RESERVE PARKING LOT MAINTENANCE. REPAIR AND IMPROVEMENTS
Concessionaire shall engage in practices that ensure that the Reserve Parking Lots remain open and accessible to customers during posted operating hours, subject to exceptions provided in the Concession Agreement.
Concessionaire shall maintain all Reserve Parking Lots revenue collection, control systems and components at all times.
ENFORCEMENT
In accordance with Section 3.2(e) ofthe Concession Agreement, the Concessionaire may issue parking tickets or citations for violations of the parking rules and regulations with respect to the Concession Metered Parking Spaces and Reserve Metered Parking Spaces, but must meet the following standards:
Schedule 3-Page 8
Concessionaire's enforcement efforts must have stated goal of reducing unpaid meters through deterrence within the City's city limits.
City shall not pay or reimburse the Concessionaire for any of Concessionaire's enforcement activities.
The City's ability to manage the Concessionaire's enforcement personnel is limited.
Concessionaire must provide the Department of Revenue ("DOR") designee with weekly enforcement routes (as well as collection and maintenance routes if collection and maintenance personnel issue meter violations) no later than Wednesday ofthe prior week, except that under certain circumstances, such route information may be provided to DOR within a shorter period of time acceptable to DOR.
The routes must include a schedule of when personnel will be located in different areas. This schedule will allow DOR to schedule its staff in a manner that is consistent with Concessionaire enforcement and ensure high productivity.
City may limit the number of times the Concessionaire can ticket on a given block in a given hour (the limits shall be no higher than every 15 minutes).
Concessionaire can issue only one ticket per period of stay to a vehicle that has parked in excess of the allowed limit.
Example: lf a vehicle is parked at a 2 hour meter, it can only be ticketed every 2 hours.
City may consider limiting the total number of tickets that a single vehicle can be ticketed in a day.
Concessionaire must equip its personnel and vehicles with GPS, preferably Nextel or similar technology, at its expense. DOR must have access to GPS coordinates and view the location of Concessionaire personnel via the Internet in real-time or near real-time on a map through software, preferably Xora.GPS Time Track or similar technology.
This tool will allow DOR to assign its staff more effectively and address complaints in the field.
The GPS functionality must enable DOR to select different tracking features, including the definition of geographic boundaries that would provide DOR with alerts when Concessionaire personnel have left those boundaries.
Schedule 3-Page 9
The GPS functionality must allow DOR to generate reports. The data to be reported upon must be searchable and archived by the Concessionaire for six-months at no cost to the City.
The GPS reports must be able to identify individuals and plot progression over time.
GPS reports must also include total distance traveled and times with no apparent movement.
Concessionaire must furnish and provide communications devices to all field staff.
Concessionaire must furnish spare batteries, battery-charging equipment, and GPS requisites for its communication equipment. Repair and replacement of communication devices and related equipment are the responsibility ofthe Concessionaire.
Concessionaire shall provide up to five communication devices to the DOR managers for monitoring purposes.
Concessionaire personnel must have a unique uniform so that they are easily distinguishable from Police, DOR, and OEMC.
Concessionaire personnel shall be required to wear unique and distinctive safety vests.
Concessionaire personnel must have Concessionaire identification with name, photo, and contact information for the Concessionaire. The identification must be worn so that it is clearly visible at all times.
All Concessionaire personnel must maintain a professional appearance at all time while performing under this Agreement.
Concessionaire must use handheld technology to support ticket issuance using file formats and transfer processes dictated by the City. Photographic evidence of a violation is required, which in respect of Pay-by-Cell will be a photograph of the relevant license plate.
Handheld technology must be purchased or leased by the Concessionaire. All handheld devices and related hardware and software must be properly maintained.
Handheld technology reduces the number of tickets that cannot be processed due to illegibility or missing or erroneous data. Data collected at the time of ticket issuance must include at a minimum:
(1) The license plate number, or, if not available, vehicle identification number (VIN)
Schedule 3-Page 10
Type of plate
State of issuance for the license plate
License plate expiration
Vehicle make
Code violated
The parking meter asset number
Violation date
Violation time
Violation location
Unit number (to be determined by DOR)
Concessionaire employee identification number
Signature of issuer (can include electronic signature)
The handheld must generate an image of the citation that can be passed electronically to DOR for processing. That image must include the issuer's signature.
Data transfers must occur on a daily basis.
Concessionaire must be responsible for monthly performance management reporting.
Concessionaire shall prepare using Microsoft Excel or another DOR approved format and provide monthly summary reports including:
The number of tickets issued per day;
The number of tickets passed to the DOR electronically daily;
The number of stolen license plates recorded, provided the City provides access to such data;
Daily reports by issuing agent;
The number of service requests identified by Concessionaire personnel.
The DOR will monitor percentages of tickets spoiled, paid, unable to be processed because of vehicle make match errors, unable to be processed because no match exists with the applicable department of motor vehicles, etc.
iii. lf Concessionaire issues tickets in error (as determined by the DOR and the Concessionaire, not the Department of Administrative Hearings), Concessionaire is liable for the fine amounts.
Example 1: Concessionaire issues tickets to 30 vehicles parked on Clark Street during hours when parking is not governed by meters.
Example 2: Concessionaire issues tickets to 25 vehicles parked in a lot when the pay and display is malfunctioning.
Schedule 3-Page 11
Concessionaire must present documentation that individuals performing poorly (lowest 5%) have received training or discipline.
Concessionaire personnel must treat all persons and property with due care and respect.
The DOR has the right to request the removal of personnel for poor performance in the issuance of tickets or citations or for inappropriate conduct.
Concessionaire must perform background checks on all personnel enforcing meter restrictions.
j. The Concessionaire must address (by written report) complaints concerning meter enforcement within 24 hours.
Meters must bear the Concessionaire's contact information (telephone and e-mail) and instructions about how enforcement can be requested.
Complaints must be registered in a log and their resolution documented and shared with DOR weekly.
k. The DOR will train up to 3 management personnel of Concessionaire. DOR will provide those personnel with information and instruction regarding meter enforcement.
i. Concessionaire management personnel will be responsible for training all Concessionaire field staff.
..... ii. Concessionaire shall develop additional training material, as necessary, and submit updated training material to DOR for approval.
Concessionaire will provide DOR with training dates. DOR reserves the right to attend Concessionaire's training sessions.
1. The Concessionaire must receive training to identify other issues in the field, including homelessness, illegal activities, dangerous conditions, etc.
In the course of performing enforcement activities, the Concessionaire's enforcement personnel must use handhelds to identify stolen vehicles (to the extent such information is available to Concessionaire) and report them to the Department of Police immediately. Such vehicles should not be ticketed.
The Concessionaire may program the Nextels (or other communications devices) and handhelds of personnel to receive information about Amber Alerts and must report instances to the Department of Police immediately.
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The Concessionaire must hold the City harmless from any damage caused to both City property and private vehicles through its enforcement efforts. Concessionaire and personnel must hold City harmless for any injuries in the field.
Concessionaire must conduct enforcement activities so as to cause a minimum of noise and disruption to traffic flows. Whenever the DOR determines that the enforcement activities constitute nuisances, Concessionaire will immediately proceed to conduct its operations in an approved manner.
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METER VIOLATION DATABASE AND ADJUDICATION PROCESS REQUIREMENTS
The Concessionaire shall maintain a database system capable of providing information to the Department of Administrative Hearings for purposes of adjudicating cases involving meter violations (the "Adjudication Database"). The Adjudication Database should be web-based allowing the Department of Administrative Hearings real-time access to meter data (as described herein). The Adjudication Database shall contain the following functional capabilities:
1.0 Meter Search - ability to search by:
meter number
street address
area number
provides navigation to Meter Detail
provides navigation to Block Detail
provides navigation to Area Detail
2.0 Meter Detail - displays information which includes:
meter number and area
installation date
street address
meter zone (for Park Magic reference)
days and hours of operation
rate and time limit information (ie: $0.25 for 1 hour, 2 hour max)
stall number (associated with the meter number)
manufacturer information
meter type (old style mechanical operation, alkaline or lithium battery powered digital)
meter description (whether the meter is a single head, single stall; single head, double stall; double head; or a pay and display box)
2.9 contains a field which identifies any stickers, decals or verbiage on the meter such
as:
Meter hours 9 AM - 6PM unless otherwise posted
No parking permitted during rush hour
Park Magic Zone sticker
provides navigation to Meter Search
provides navigation to Block Detail
provides navigation to Area Detail
provides navigation to Meter List of Problem calls
provides navigation for Administrative Law Officers ("ALO") to Add Problem calls
3.0 Block Detail - displays information about a specific block and the meter locations associated with that block, and includes:
a description ofthe block location, including intersecting streets
days and hours of operation
rate and time limit information (i.e.: $0.25 for 1 hour, 2 hour max)
stall number (associated with the meter number)
Schedule 3-Page 14
list of addresses within a particular block and the corresponding meter number and description (single head, single stall; single head, double stall; double head, double stall; pay and display box)
provides navigation to Meter Search
provides navigation to Meter Detail
4.0 Area Detail - displays block by block information with intersecting cross streets, and:
days and hours of operation
rate and time limit information (i.e.: $0.25 for 1 hour, 2 hour max)
provides navigation by selection of a specific block to Meter Block Detail (which often lists bus stops, loading zones, etc.)
5.0 Meter List of Problem Calls - provides a comprehensive list of all calls by:
meter number and area
meter location
manufacturer information
meter type (old style mechanical operation, alkaline or lithium battery powered digital)
meter description (whether the meter is a single head, single stall; single head, double stall; double head; or a pay and display box)
5.4 a list ordered by date and time of problem calls which displays
the most recent problem call date and time first
provides the repair date and time for each problem
a brief description of the problem
and does not limit the number of entries which-can be displayed
5.5 the source of the problem call
Customer Service Representatives
Citizens via 311 operator
5.5.3 Parking Enforcement Officers via handheld Autocites
5.5.4 Citizens via the Voice Response Unit
Administrative Law Officers' e-mail requests to check meter status
Citizen e-mails reporting meter problems received via the City's web page
found during routine maintenance
provides navigation to Meter Search
provides navigation to Meter Detail
provides navigation to Meter Problem Call Detail
provides navigation for ALOs to Add Problem Calls, which sends an e-mail to the meter operations vendor to dispatch maintenance personnel to check a specific meter number or street address
6.0 Meter Problem Call Detail - displays the details of a problem with a specific meter and includes:
meter number and area
meter location
manufacturer information
6.3.1 meter type (old style mechanical operation, alkaline or lithium battery powered digital)
Schedule 3-Page 15
6.3.2 meter description (whether the meter is a single head, single stall; single head, double stall; double head; or a pay and display box)
6.4 a user friendly, detailed description of
the date, time and source of specific problem reported
specific information about the type of problem reported
the condition of the meter upon arrival of the repair technician (and whether or not the meter was broken upon arrival) .
the steps taken to repair the meter if it was broken
date and time specific problem resolved and the meter was placed back in service as operable
6.5 a user friendly, detailed description of
the date and time of routine maintenance and repairs
a note indicating whether or not the meter remained operable during that maintenance and repair
the date and time specific maintenance and repairs were completed and the meter was placed back in service as operable
provides navigation to Meter Search
provides navigation to Meter Detail
provides navigation to Meter List of Problem Calls
provides navigation for ALOs to Add Problem Calls, which sends an e-mail to the meter operations vendor to dispatch maintenance personnel to .check a specific meter number or street address
Meter Add Problem Call - allows ALOs and authorized Department of Administrative Hearings staff to report a meter problem directly to the meter vendor for repair technician dispatch and includes:
meter number and area
meter location
-^7.3 manufacturer information
" 7.3.1 meter type (old style mechanical operation, alkaline or lithium battery
powered digital)
7.3.2 meter description (whether the meter is a single head, single stall; single head, double stall; double head; or a pay and display box)
a field which defaults to and populates the current date and time for purposes of problem reporting
a field which automatically captures and populates the name and user ID of the person reporting the problem (Problem Source)
a user friendly problem description field with a drop down menu of common problems to choose from
if "Other" is selected in the drop down problem description menu, a pop up message will appear that a note is required
the user's cursor then defaults to the notes field for entry of a short description of any meter problem not contained in the drop down menu
7.7 a separate comments field allows users to make inquiries and include specific
notes to the meter repair technician
Schedule 3-Page 16
Additional Requirements:
) For security purposes, the Concessionaire must obtain and store in retrievable form the user ID, name or some other identifier ofthe vendor employee or other person creating the problem call.
) The Concessionaire must provide user training and user training manuals and materials specifically designed for Administrative Law Officers which include a glossary of terms, repair codes, etc.
Schedule 3-Page 17
SCHEDULE 4 METERED PARKING SYSTEM ASSETS
METERING DEVICES
Reference is hereby made to SCHEDULE 5 and the column entitled "No. of Metering Devices."
EQUIPMENT. SOFTWARE. COMMUNICATION SYSTEMS AND SPARE PARTS INVENTORY
To the extent located within the Metered Parking System, the equipment, software, hardware, communications systems and spare parts inventory relating to and used solely in connection with the operations of the Metered Parking System, except for that certain equipment, software, hardware, communications systems and spare parts to be utilized by the City in connection with the fulfillment of its obligations and enforcement of its rights under the Concession Agreement.
Schedule 4-Page 1
SCHEDULE 5 METERED PARKING SYSTEM
AREA Start End dr Street Name Street Side Meter Typo No. or Metering Devices No. of Concession Metered Parking Spaces |109|1130 1130 W LAWRENCE N honor box|99|98
27 3120 3120 N GREENVIEW W Pay & Display|99|67
28 1530 1530 W BARRY N electronic 51 51
29 1835 1635 W MELROSE S' Pay & Display|99|47
39 1217 1217 N BOSWORTH E eleclronlc 77 77
44 5230 5230 S LAKE PARK N Pay 4 Display|99|148
48 4519 4519 N LINCOLN E Pay 4 Display|99|72
49 4030 4030 N LAPORTE W electronic 108 108
65 2630 2630 N EMMETT w Pay 4 Display|99|115
70 4715 4715 N WESTERN E electronic 45 4S
71 2301 2301 W LELAND S eleclronlc 41 41
75 417 417 E 75 s electronic 10 10
80 9448 9448 S PLEASANT N etectronlc 63 63
€8 2315 2315 W LAWRENCE S eieclronic 38 36
87 3840 3840 N LINCOLN W double bay/dect. 12 24
95 1938 1938 W MONTEREY N electronic 140 140
99 1835 1835 W 95 S electronic 98 98
101 6401 6401 N CLARK E mechanical 22 22
101 6401 6401 N CLARK W rnechanical 19 19
200 619 620 W HUBBARD s eleclronlc|999|
200 637 655 W HUBBARD S electronic 20 20
200 723 745 w HUBBARD s electronic 22 22
200 726 708 w HUBBARD N electronic|999|
200 650 640 w HUBBARD N electronic|999|
200 628 628 w HUBBARD N electronic|999|
200 463 475 u DESPLAINES E eleclronlc|999|
200 533 559 w KINZIE S electronic 14 14
200 603 629 w KINZIE S electronic 14 14
200 532 532 w KINZIE N electronic|999|
201 540 514 s FINANCIAL W electronic 9 9
201 753 603 s LASALLE E electronic 24 24
201 503 551 s FEDERAL E electronic|99|e
201 611. 641 s FEDERAL E eleclronlc 14 14
201 646 647 s FEDERAL E eleclronlc|999|
201 743 789|99|FEDERAL E electronic 9 9
201 638 606 s PLYMOUTH W electronic 15 16
201 534 514 s PLYMOUTH W electronic 10 ¦ 10
201 505 525 s DEARBORN E ' electronic|999|
Schedule 5-Page 1
202 346 444 W ONTARIO N electronic 17 17
202 625 617 N KINGSBURY E electronic|999|
202 457 365 W ONTARIO S electronic 25 25
203 S3 47 E ONTARIO S electronic|999|
203 47|99|E ONTARIO|99|eieclronic 10 to
203|99|21 W ONTARIO S electronic 10 10
203 49 71 w ONTARIO S eieclronic B|99|
203 145 165 w ONTARIO S eledronic|999|
204 454 410 E ONTARIO N electronic 16 16
204 340 304 E ONTARIO N eleclronlc 9 9
204 467 439 E ONTARIO S eleclronlc 13 13
204 351 313 E ONTARIO s eleclronlc 17 17
204 287 237 6' ONTARIO s eleclronlc|999|
204 231 227 E ONTARIO s electronic|999|
205 3005 3043 N PULASKI E ' electronic 19 19
205 3105 3147 N PULASKI E electronic 20 20
205 3158 3112 N PULASKI W eleclronlc 17 17
205 3052 3040 N PULASKI w eleclronlc|999|
205 3038 3004 N PULASKI w electronic 10 10
206 1802 1630 W 103 N eieclronic|999|
206 1908 1930 w 103 N electronic|999|
206 1933 1905 w 103 S electronic 11 11
206 1835 1815 w 103 S eleclronlc 10 10
206 10258 10252 s WALOEN w eleclronlc|999|
206 10302 10308 s WALDEN w eleclronlc|999|
206 10303 10309 s HALE E electronic|999|
206 765 759 w ABERDEEN S etectronlc|999|
208 728 706 w A8ER0EEN N electronic 9 9
208 1044 1038 w HURON N electronic|999|
208 707 711 N CARPENTER E electronic|999|
208 712 704 N CARPENTER W eleclronlc|999|
209 131 157 E SOUTHWATER S eleclronlc 9 9
209 160 130 E SOUTHWATER N electronic 15 15
210 513 529 N MICHIGAN LWR LEVEL|99|electronic|999|
211 882 878 N MILWAUKEE W electronic|999|
211 854 846 N MILWAUKEE W eieclronic|999|
211 811 821 N MILWAUKEE E electronic|999|
211 837 051 N MILWAUKEE E eleclronlc|999|
211 675 889 N MILWAUKEE E electronic|999|
212 516 502 N PESHTK30 W eleclronlc|999|
212 334 346 E GRAND N eleclronlc|999|
212 410 440 E GRAND N electronic 9 9
212 452 414 N NEW W electronic 20 20
212 411 449 N PARK E electronic 20 20
212 343 349 E NORTHWATER S olectronic|999|
212 415 425 N MCCLURG YJ etectrorfc|999|
212 456 452 N MCCLURG W electronic|999|
213 454 404 e OHIO N electronic 13 13
213: 358 352 E OHIO N electronic|999|
Schedule 5-Page 2
213 301 351 E OHIO S electronic 18 18
213 401 423 E OHIO S etedronic 11 11
214 315 353 E ERIE S dedronic 16 16
214 411 455 E ERIE S olectronic|99|a
214 460 416 E ERIE N etedronic 16 16
214 678 662 N MCCLURG W eteclronlc 9 9
. 214 350 312 E ERIE N electronic|999|
215 353 303 E HURON S eledronic 14 14
215 348 300 E HURON N electronic 20 20
215 325 383 E SUPERIOR S electronic 21 21
216 304 374 E SUPERIOR N eledronic 27 27
216 376 312 E CHICAGO N eledronic 24 24
216 305 379 E CHICAGO S electronic 24 24
217 181 229 E LAKE SHORE DRIVE S eledronic|999|
217 148 234 E LAKE SHORE DRIVE N eledronic 44 44
217 213 259 E DELAWARE S eleclronlc|999|
217 247 267 E DELAWARE S electronic|999|
217 269 245 E WALTON S electronic|999|
217 250 262 e DELAWARE N eleclronlc|999|
217 352 362 E DELAWARE N eledronic|999|
217 360 342 E WALTON N electronic|999|
217 234 212 ¦E WALTON N eleclronlc|999|
218 209 235 E PEARSON S eleclronlc 12 12
218 331 367 E PEARSON S eleclronlc 27 27
218 380 364 E PEARSON N eleclronlc|999|
218 231 223 E CHESTNUT S etedronic|999|
218 212 238 E CHESTNUT N eiecfronlc|999|
218 1 248 272 E ' CHESTNUT N electronic|999|
219|999|E OAK S elecfronlc|999|
219 945 945 N STATE E electronic|999|
219|99|24 E WALTON N electronic|999|
"'- .219 1027 1019 N STATE e electronic|999|
219 38|99|VV OAK N electrode S|99|
219|99|31 w MAPLE s electronic 10 10
219 46|99|w MAPLE N olectronic g 9
219 34 30 w ELM n electronic|999|
219 1150 1164 N STATE W eloctroric|999|
21S|999|E ELM N electronic|999|
219 11|99|E ELM S electronic|999|
219 13 9 E CEDAR S eledronic|999|
219 802 940 N RU3H W eledronic|99|B
219 1116 1132 N STATE W eledronic 10 10
219 1133 1125 N STATE E electronic|999|
220 934 958 N STATE W electronic|999|
220 13 19 W OAK S electronic|999|
220 34|99|W DELAWARE N eledronic 11 11
220 910 020 N STATE W eledronic|999|
220|99|29 VV WALTON S electronic 13 13
220 35 23 W DELAWARE s electronic|999|
220 19 29 E DELAWARE s eledronic|999|
Schedule 5-Page 3
220 12|99|E DELAWARE N electronic|999|
220 905 921 N STATE E electronic|99|S
220 9 21 E WALTON S electronic|999|
220 935 939 N STATE E eleclronlc|999|
221 27 123 E OAK s Par & Display|99|25
221 114 24 E OAK N Pay & Display|99|20
221 114 38 E WALTON N electronic 19 19
222 39 17 W CHICAGO S electronic|999|
222|99|19 E PEARSON S electronic|999|
22Z 29|99|E PEARSON N electronic|999|
222|99|25 E CHESTNUT S electronic - 9 9
222 832 828 N STATE W electronic|999|
222|99|24 W CHICAGO N etectronlc 9 9
222 50 64 W CHICAGO s electronic|999|
222 108 120 W CHICAGO N electronic|999|
222 145 131 W CHICAGO S etectronlc|999|
222 57 47 w CHICAGO S declronic|999|
222 809 819 N STATE E electronic|999|
222 835 841 N STATE E eleclronlc|999|
222|999|E CHESTNUT N electronic|999|
222 853 055 N STATE E eleclronlc|999|
222 876 864 N STATE W electronic|999|
222 12 16 W CHESTNUT N electronic -|999|
222 21|99|W CHESTNUT S electronic|999|
222 22 22 W PEARSON N eleclronlc|999|
222 17 9 W PEARSON s electronic 's|99|
222 818 814 N STATE w electronic .|999|
223 102 110 E PEARSON N electronic|99|S
223 B76 862 N WABASH W electronic|999|
223 848 836 N WABASH w eieclronic|999|
223 813 803 N WABASH E electronic|999|
223 41 49 E PEARSON S eleclronlc|999|
223 815 817 N RUSH E eleclronlc|999|
223 103 111 E PEARSON S electronic|999|
223 93 67 E CHESTNUT S etectronlc 15 15
223 875 861 N WABASH E electronic a|99|
223 851 641 N WABASH E electronic'|999|
223 40 48 E PEARSON N eleclronlc|999|
223 844 830 N RUSH W electronic|999|
223 849 837 N RUSH E etectronlc|999|
223 56 52 E CHESTNUT N electronic|99|J
223 868 886 N RUSH W eleclronlc ¦|999|
224 20 28 E CHICAGO N declronic|999|
224 46 62 E CHICAGO N declronic|999|
224 736 744 N RUSH W dedronic|999|
224 49 35 E CHICAGO S electronic|999|
224 743 743 n WABASH E dectronlc|999|
22S 706 718 N WABASH W eledronic|999|
225 44 62 E SUPERIOR N eledronic|999|
225 64 48 E HURON N eleclronlc|999|
Schedule 5-Page 4
225 701 707 N WABASH E electronic|999|
225 43 53 E SUPERIOR S electronic|999|
225 65 49 E HURON S electronic|999|
226 671 663 n WABASH E electronic|999|
226 44 64 E ERIE N electronic|999|
226 660 668 N RUSH W electronic|999|
226 156 168 E ERIE N electronic|999|
226 674 66 N WABASH W electronic|999|
226 630 656 N WABASH W electronic|999|
226 631 639 N WABASH E electronic|999|
226 71 79 E ERIE S eledronic|999|
226 133 169 E ERIE S eleclronlc|999|
227 222 208 E SUPERIOR N etodronic|999|
227 204 252 E OHIO N eledronic 17 17
. 228 142 146 E OHIO N electronic|999|
228 245 213 E GRANO S eledronic 13 13
228 208 246 E GRAND N eledronic 20 20
228 237 205 E OHIO S eledronic 11 11
228 157 141 E OHIO S eledronic a|99|
229 440 430 N RUSH W eleclronlc|999|
229 66 52 E HUBBARD N eledronic|999|
229 47 61 E HUBBARD S electronic|999|
229 82 64 E HUBBARD N electronic|999|
230 168 158 W KINZIE N electronic|999|
230 128 102 W KINZIE N electronic|999|
230 414 418 N CLARK W eleclronlc j|99|
230 415 403 N CLARK E eieclronic|999|
230 66 40 W KINZIE N eledronic 13 13
230 430 436 N DEARBORN W eteclronlc|999|
230 28 14 W KINZIE N electronic • 7|99|
230|99|20 E KINZIE N electronic|999|
" ' — ... . 230 344 340 N CLARK W electronic |99|
230 337 349 N CLARK E eleclronlc «|99|
230 356 336 N DEARBORN W eleclronlc 11 11
230 13|99|W KINZIE s electronic|999|
230|99|19 E KINZIE s electronic|999|
231 27 11 E HUBBARD s etedronic|999|
231 419 405 N STATE E eleclronlc|999|
231 416 420 N STATE w eleclronlc|999|
231|99|25 W HUBBARD s etedronic|99|A
231 49 71 W HUBBARD|99|eleclronlc|999|
231 442 442 N CLARK W etedronic|999|
231 68 60 W ILLINOIS N electronic|999|
231 32|99|W ILLINOIS N dedronic 12 12
231 9 e E HUBBARD N eteclronlc|999|
231 12 40 W HUBBARD N electronic|999|
231 46 68 W HUBBARD N electronic 11 11
231 431 443 N CLARK E etectronlc|999|
231 67 57 W ILLINOIS S eleclronlc|999|
231 502 512 N DEARBORN w elecbonrc|999|
Schedule 5-Page 5
231 11|99|W ILLINOIS S eleclronlc|999|
23) 446 442 N STATE w eieclronic|999|
231 435 451 N STATE E electronic 9 9
232 603 611 N DEARBORN E electronic|99|S
232|99|27 E GRAND S eieclronic|999|
232|99|32 W OHIO N eieclronic|999|
232 52 70 W OHIO N electronic|999|
232 29|99|w OHIO S eleclronlc 11 11
232 556 550 N DEARBORN VV eleclronlc|999|
232 50 70 W GRAND N electronic|999|
232 67 67 VV GRAND S electronic|999|
232 505 509 N DEARBORN E eteclronlc|999|
232 41 15 W GRAND S electronic to 10
232 510 504 N STATE W electronic|999|
233 042 650 N DEARBORN w electronic|999|
233 45 75 W ERIE S electronic 10 10
233 58 54 W ERIE N eleclronlc|999|
233 613 607 N STATE E electronic|999|
234 713 719 N DEARBORN E electronic|999|
234 667 659 N DEARBORN E electonlc|99|4'
234 655 645 N DEARBORN E dectronlc|999|
234 662 678 N DEARBORN W electronic|99 9|
234 704 720 N DEARBORN w electronic|999|
234 33 11 W ERIE s eleclronlc 10 ' 10
234 649 655 N STATE E electronic|99|' 4
234 17 43 E ERIE s electronic|999|
234 42 12 E ERIE N electronic|999|
234|99|30 W HURON N eleclronlc 11 11
234 24|99|W ERIE N electronic 10 10
234 660 678 N . STATE YV eledroric|999|
234 9 37 W HURON S eleclronlc 10 10
234 " 39 53 W HURON s electronic|999|
234 48 38 W HURON N electronic|999|
235 745 733 N DEARBORN E electronic|999|
235 25|99|W SUPERIOR S electronic 11 11
235 714 712 N STATE YV electronic|999|
235|99|27 E HURON S eledronic|999|
235 28 18 E HURON E eledronic|999|
235 703 717 N STATE E electronic|999|
235 51 73 W SUPERIOR S electronic 10 10
235 66 46 W SUPERIOR Nl electronic 10 10
235 732 752 N DEARBORN W electronic|999|
235 14|99|W SUPERIOR N electronic|999|
235 736 750 N STATE W electronic|999|
235 9 13 E SUPERIOR S electronic|999|
235|99|30 E SUPERIOR N eleclronlc 9 9
236 164 148 W SUPERIOR N electronic|999|
238 742 744 N LASALLE W electronic|999|
236 745 733 N LASALLE E eleclronlc|999|
236 146 106 W SUPERIOR N dectronic 11 11
Schedule 5-Page 6
236 728 744 N CLARK W etedronic|999|
236 747 745 N CLARK E eleclronlc|999|
236 721 711 N CLARK E eleclronlc|999|
236 107 141 W HURON S dectronic a|99|
236 151 167 w HURON S dectronlc 9 9
236 165 141 w SUPERIOR s dedronic 12 12
236 712 708 N LASALLE w dectronic|999|
23B 725 727 N LASALLE E electronic|999|
236 139 109 W SUPERIOR s dedronic 15 15
236 722 718 N CLARK w eledronic|999|
236 102 120 W HURON N electronic|999|
230 150 168 W HURON N electronic|99|B
237 170 156 W ERIE N eleclronlc|999|
237 664 668 M LASALLE W electronic|999|
237 677 665 N LASALLE E electronic|999|
237 134 120 W ERIE N dectronic|999|
237 668 674 N CLARK W electronic|999|
237 667 661 N CLARK E electronic'|999|
237 647 641 N CLARK E electronic|999|
237 139 167 W OHIO S etectronlc|999|
237 164 142 YV OHIO N electronic|999|
237 638 648 N CLARK W Electronic|999|
237 101 125 W ERIE S Eledronic|999|
238 159 145 W ILLINOIS s Electronic|999|
238 160 144 W ILLINOIS N electronic 9 9
238 535 545 N CLARK E electronic .|999|
238 544 538 N CLARK w electronic|999|
¦ 238 104 118 W GRAND N electronic|999|
238 158 168 W GRAND N electronic|99|: 4
238 446 432 N LASALLE W electronic|999|
238 112 126 W HUBBARD N electronic ' 7|99|
~ ' — ... .238 144 168 W HUBBARD N electronic 11 11
238 613 601 N CLARK E electronic|999|
238 506 504 N CLARK W electronic|999|
238 151 173 W GRAND S electronic 12 12
238 109 109 W GRAND s eledronic|999|
238 124 100 W ILLINOIS N electronic 10 10
238 105 119 w HUBBARD S eleclronlc|999|
238 157 165 w HUBBARD S electronic|999|
239 202 230 VV HUBBARD N dedronic 10 10
239 308 316 W HUBBARD N electronic|99|' 6
239 327 303 W HUBBARO S etedronic|999|
239 428 406 N FRANKLIN VV electronic|999|
239 401 413 N FRANKLIN E electronic|999|
239 235 217 W HUBBARD|99|electronic 9 9
239 204 230 W KINZIE N electronic 13 13
239 302 324 W KINZIE N electronic 9 9
239 403 417 N ORLEANS E electronic|999|
239 357 339 W KINZIE S electronic 10 10
239 209 217 W KINZIE S electronic|999|
Schedule 5-Page 7
240 206 220 W GRAND N eleclronlc|999|
240 350 420 W GRAND N dedronic 13 13
240 361 341 W GRAND S dedronic 10 10
240 325 323 W GRAND S eleclronlc|999|
240 516 508 N FRANKLIN W electronic|999|
240 310 320 W ILLINOIS N electronic|999|
240 333 315 W ILLINOIS S dedrom'c|999|
240 448 434' N FRANKLIN W dectronic|999|
240 431 443 N FRANKLIN E dedronic|999|
240 223 203 W ILLINOIS S electronic 10 10
240 436 446 N WELLS W eledronic|999|
240 424 406 N WELLS w electronic|999|
240 403 415 N WELLS E electronic '|999|
240 435 447 N WELLS E electronic|999|
240 503 513 N WELLS E electronic|999|
240 £00 610 N WELLS W eleclronlc|999|
240 204 224 W ILLINOIS N eleclronlc|999|
240 601 515 N FRANKLIN E electronic|999|
240 227 223 W GRAND S olectronic|999|
240 322 326 YV GRANO N eteclronlc|999|
241 344 304 W OHIO N eleclronlc 11 11
241 604 628 N FRANKLIN W electronic|999|
241 634 648 N FRANKLIN W electronic|999|
241 655 647 N FRANKLIN E eleclronlc|999|
241 609 619 N . FRANKLIN E eledronic|999|
241 236 204 W OHIO N eleclronlc 10 10
241 619 609 N WELLS E electronic|999|
241 S40 543 N WELLS W eleclronlc|999|
241 223 251 W OHIO s electronic|999|
241 535 533 N FRANKLIN E eledronic|999|
241 634 550 M FRANKLIN W eleclronlc|999|
~241 307 339 W- OHIO s eteclronlc|999|
242 310 306 w ERIE N declronic|999|
242 662 676 N FRANKLIN W electronic|999|
242 675 663 N FRANKLIN E electronic|999|
242 244 206 W ERIE N electronic|999|
242 662 680 N WELLS W eieclronic S S
242 205 233 W HURON s dectronlc 11 11
242 309 339 W HURON s eledronic|999|
242 666 662 N ORLEANS W electronic|999|
242 319 307 W ERIE s eledronie|999|
242 245 209 w ERIE s electronic|99|¦8
242 661 077 N WELLS E dectronlc|999|
242 204 244 W HURON N electronic 9 9
242 308 342 W HURON N electronic|99|B
242 709 723 N ORLEANS E electronic|999|
243 325 309 VV SUPERIOR s electronic 12 12
243 718 702 N FRANKLIN W electronic|999|
243 705 721 N FRANKLIN E electronic|999|
243 221 203 W SUPERIOR S eleclronlc|999|
Schedule 5-Page 8
243 716 714 N WELLS W - electronic|999|
243 703 719 N WELLS E eleclronlc|999|
243 733 749 N WELLS E electronic|999|
243 732 738 N WELLS W electronic|999|
243 200 240 VY SUPERIOR N electronic 15 15
243 727 747 N FRANKUN E eledronic 9 9
243 750 726 N FRANKLIN W electronic 9 9
243 300 332 W SUPERIOR N etedronic 15 15
243 746 744 N ORLEANS W electronic|999|
244 373 353 W CHICAGO s electronic|999|
244 323 307 w CHICAGO s etedronic|999|
244 221 219 w CHICAGO s eleclronlc|999|
244 167 153 W CHICAGO s electronic|999|
244 150 172 w CHICAGO N eleclronlc 12 12
244 803 619 N WELLS E eleclronlc|999|
244 814 802 H WELLS W electronic|999|
244 204 224 W CHICAGO N eleclronlc 9 9
244 803 619 N FRANKLIN E electronic <8|99|
244 225 207 YV INSTITUTE S dectronlc . 11 11
244 204 226 W INSTITUTE N eleclronlc 10 10
244 021 335 M FRANKLIN E electronic|999|
244 930 924 N FRANKLIN W etectronlc|999|
244 818 804 N FRANKLIN W dectronlc|999|
244 308 332 VV CHICAGO N declronic|999|
244 358 364 W CHICAGO N electronic|999|
245 813 831 N DEARBORN E etedronic|999|
245 40 64 YV CHESTNUT N eteclronlc 11 11
245 604 848 H OEARBORN W declronic 13 13
245 51 93 YV CHESTNUT S eledronic|999|
245 849 833 N CLARK E oloctronlc|999|
245 814 822 N CLARK W declronic|999|
246 915 925 N DEARBORN E dectronic|999|
246 928 902 N DEARBORN W electronic 13 13
246 60 74 W DELAWARE N dedronic 13 13
246 859 803 N CLARK E electronic 13 13
246 85 61 YV WALTON|99|declronic 13 13
246 946 960 N DEARBORN W eledronic|999|
246 S46 863 N DEARBORN w eleclronlc 10 10
246 877 881 N CLARK E electronic 9 9
246 860 872 N CLARK W eleclronlc|999|
240 94S 9C0 N CLARK w eleclronlc|999|
246 955 949 N CLARK E eleclronlc|999|
247 1001 1017 N CLARK E dedronic|999|
247 1013 1039 N DEARBORN E dedronic 13 13
247 1034 1002 N DEARBORN W dectronlc 10 10
247 50 66 W OAKLEY N decooric|999|
247 57 49 W MAPLE s electronic|999|
247 48 56 W MAPLE N electronic|999|
247 129 105 W OAK S dectronlc 13 13
247 73 53 W OAK S electronic 11 11
Schedule 5-Page 9
2-17 102 108 W OAK N electronic|999|
248 1101 1125 N CLARK E electronic|999|
248 75 43 W ELM S electronic|999|
248 1132 1116 rt DEARBORN w electronic|999|
248 1133 1137 tt DEARBORN E electronic|999|
248 1164 1148 tt DEARBORN W electronic|999|
248 46 78 w ELM N electronic|999|
248 121 127 w MAPLE S electronic|999|
248 128 128 VV MAPLE N electronic|999|
248 111 127 w ELM S electronic|999|
248 128 106 w ELM N electronic 9 9
248 1157 1159 N CLARK E electronic|999|
249 832 846 w GRAND N electronic|999|
249 002 910 w . GRAND N electronic|999|
249 1008 1042 w GRAND N eieclronic 17 17
249 1116 1118 w GRAND H electronic|999|
249 1136 1158 w GRAND N eieclronic|999|
250 1203 1257 tt DEARBORN E electronic 9 9
250 1244 1202 N DEARBORN W eleclronlc 17 17
250 1201 1237 N CLARK E electronic 19 19
250 1305 1347 N CLARK E electronic 22 22
250 1403 1439 N CLARK E electronic 19 19
250 1505 1519 N CLARK E electronic|99|B
251 1735 1933 N CLARK E electronic 69 69
251 1730 1764 N CLARK W eleclronlc|999|
251 1808 1814 N CLARK W ctcclroric|999|
251 1818 1828 tt CLARK w electronic|999|
251 1910 1964 N CLARK w electronic 18 18
251 327 350 W ARMITAGE s eledronic 11 11
252 174 170 W DIVISION N dectronic|999|
262 168 150 W DMSION N declronic|999|
252 103 105 w GERMANIA S declionic|999|
252 1530 1546 N CLARK w dectronlc|999|
252 1632 1638 N CLARK w declronic|999|
252 1306 1360 N CLARK w declronic 17 17
252 1410 1464 N CLARK w dectronic 15 16
252 1510 15Z8 N CLARK w declronic|999|
252 1216 1260 N CLARK w dectronlc 13 13
253 1303 1305 N WELLS E electronic|999|
263 1409 1449 N WELLS E electronic 10 10
253 1205 1231 N WELLS E dectronic|999|
253 1241 1259 N WELLS E electronic|999|
253 1341 1359 N WELLS E electronic a|99|
253 1503 1549 N WELLS E dectronlc|999|
253 1603 1653 N WELLS E doctronic 14 14
253 1716 1702 N WELLS W eleclronlc|999|
253 1654 1606 N waLS w electronic 15 15
253 1560 1406 N WELLS w declronic 25 25
253 1360 1340 N WELLS w dectronic|999|
253 1326 1302 N WELLS w eledronic 13 13
Schedule 5-Page 10
253 1248 1242 N WEUS W electronic|999|
253 1234 1216 N WELLS W eleclronlc|999|
254 110 114 W NORTH N electronic|999|
254 158 166 W NORTH N eledronic|999|
254 204 222 w NORTH N electronic|99|B
254 234 242 w NORTH N dectronic|999|
254 1558 1556 N ORLEANS W electronic|999|
254 1551 1557 N ORLEANS E electronic|999|
254 353 309 W NORTH S electronic 9 9
254 1558 1552 N NORTH PARK W olectronic|999|
254 243 233 W NORTH s electronic|999|
254 1557 1559 N WEILAND E electronic|999|
254 157 149 W NORTH s eteclronlc|999|
254 113 107 W NORTH S electronic|999|
255 1558 1552 H CLEVELAND W electronic|999|
255 413 421 W NORTH s electronic|999|
255 1589 1573 M HUDSON E dectronlc|999|
255 1568 1576 N HUDSON w electronic|999|
255 435 457 W NORTH s electronic|999|
255 1558 1556 N MOHAWK w electronic|999|
257 135 139 N CANAL E electronic|999|
257 153 161 N CANAL E electronic|999|
257 205 227 N CANAL E electronic 10 10
257 510 512 VV FULTON N electronic|999|
257 600 608 W FULTON N electronic|999|
257 311 323 N DESPLAINES E electronic '|999|
257 617 601 W FULTON s eledronic|999|
257 565 545 W FULTON s electronic|999|
257 607 601 W FULTON s electronic|999|
257 226 216 N CANAL w declronic|999|
257 117 153 N HALSTED E electronic 10 10
257 724 740 W RANDOLPH N electronic 15 15
257 152 176 N HALSTED W electronic 9 9
257 162 166 N GREEN W electronic|999|
257 158 176 N GREEN w electronic <|999|
258 820 828 W MADISON N declronic S|99|
258 836 850 W MADISON N electrode|999|
258 930 952 W MADISON N declronic|999|
258 1004 1020 W MADISON N eledronic|999|
258 1034 1040 W MADISON N electrode|999|
258 1106 1122 W MADISON N electrode|999|
258 1134 1148 W MADISON N electrode|999|
258 1159 1133 w MADISON S eledrodc 10 10
258 1125 1125 w MADISON s electronic|999|
258 1051 1039 w MADISON S electrode|999|
258 1025 1009 w MADISON S dedrodc 9 9
258 919 907 w MADISON S electrode|999|
258 847 829 w MADISON S dedrodc 10 10
258 817 811 VV MADISON S electrode|999|
259 207 235 s DESPLAINES " E electrode 13 13
Schedule 5-Page 11
259 303 319|99|DESPLAINES E declronic|999|
259 601 629 W MADISON S declronic 13 13
259|99|23 S DESPLAINES E eledronic 11 11
259 630 602 W ADAMS N eleclronlc 11 11
259 603 607 W ADAMS S eieclronic|999|
259 719 705 W ADAMS|99|electronic|999|
259 36|99|S DESPLAINES W electronic 15 15
259 316 302 S DESPLAINES w electronic|999|
259 240 234 S DESPLAINES VY electronic|999|
259 644 652 W QUINCY N declronic|999|
259 218 208 s DESPLAINES W eleclronlc|999|
260 221 203 M DESPLAINES E electronic 9 9
260 622 602 YV RANDOLPH N eieclronic|999|
260 611 629 W RANDOLPH S deehonle|999|
260 129 107 N DESPLAINES E electronic|999|
260 214 228 N OESPLAINES W dectronlc|99|a
260 160 172 N DESPLAINES w dectronic|999|
260 648 . 678 W RANDOLPH N dectrbhic 14 14
260 663 645 w RANDOLPH S electronic 10 10
260 130 112 N DESPLAINES VV dedronic|99|a
260 42 10 N DESPLAINES dectronlc 15 15
261 228 208 N CLINTON w electronic 9 9
261 174 164 N CLINTON w eleclronlc|999|
261 534 560 W RANDOLPH N electronic 11 11
261 567 553 YV RANDOLPH S dectronlc|999|
261 134 110 N CLINTON W dectronlc|999|
261 145 175 N CLINTON E electronic 12 12
261 203 223 N CLINTON E electronic 11 11
262 553 565 W CONGRESS S eleclronlc|999|
262 557 547 YV MADISON S declronic|999|
262 571 543 YV ADAMS S dectronlc 12 12
" -2S2- 570 550 W OUINCY N olectronic|999|
262|99|15 S CANAL E eleclronlc|999|
262 113 115 s CANAL E electronic|999|
262 451 433 w VAN BUREN S etedronic 10 10
262 558 532 w TILDEN N etedronic 10 10
262 507 S27 VV CONGRESS S electronic 9 9
263 105 139 s CLINTON E etedronic|999|
263 603 637 w ADAMS S dectronic 13 13
263 209 241 s CLINTON E declronic 14 14
263 305 339 s CLINTON E eleclronlc 10 10
283 407 423|99|CLINTON E dectronlc|999|
263 503 533 S CLINTON E dedronic 9 9
263 106 128 s CLINTON YV electronic 10 10
263 244 250 s CLINTON W electronic|999|
263 320 340 s CLINTON W declronic|999|
263 406 428 s CLINTON YV electronic 11 11
263 508 526 s CLINTON YV electronic|999|
264 5704 5740 s ELLIS YV declronic 19 19
264 5806 5854 s ELLIS W Pay & Display 23 23
Schedule 5-Page 12
264 970 902 E 59THST N electronic 24 24
264 854 B34 E 59THST N electronic 11 11
264 1427 1403 E 59THST S electronic 13 13
264 5851 5803 S ELLIS E Pays Display|99|21
264 5751 5705 S ELUS E Pay 4 Display|99|22
265 9457 9449 s CHARLES E electronic|999|
265 9446 9452 s VANDER POEL W electronic|999|
265 942} 9429 s LONGWOOD E electronic|999|
265 9448 9450 s LONGWOOD W electronic|999|
265 9451 9447 w PLEASANT E electronic|999|
265 9500 9506 s VANDER POEL W electronic|999|
265 9445 9419 s ASHLAND E electronic 11 11
265 1638 1636 w 95 N electronic|999|
265 1606 1814 w 05 N dectronlc|999|
265 1822 1852 w 95 N dectronlc|999|
265 1949 1935 w 96 S dectronic|999|
265 1917 1909 w 95 S dectronic|999|
265 1831 1805 w 95 S dedronic|999|
265 1765 1753 w 05 S dedronic|999|
265 1725 1719 w 95 S declronic|999|
265 9506 9510 s WOOD W dectronlc|999|
265 0519 9505 s WOOO E electronic|999|
266 9507 8503 s CLAREMONT E eledronic|999|
266 9504 9510 s OAKLEY E eledronic|999|
266 9507 9503 s OAKLEY E etedronic|999|
266 9502 9508 s BELL W eledronic|999|
266 9509 9503 s BELL E dectronlc|999|
266 9502 9508 s SEELEY W eledronic|999|
2C6 9507 9503 s SEELEY E electronic|999|
266 2351 2349 W 95 S dectronlc|999|
266 2317 2307 w 95 s declronic|999|
~ - 268 2251 2231 VY 95 s eleclronlc 10 10
266 2223 2209 w 95 s doctronic|999|
266 2151 2135 w 95 s electronic 9 9
266 2117 2101 w 95 s electronic|999|
266 2037 2035 w 95 s electronic|999|
266 2023 2019 w 95 s 'electronic|999|
266 2000 2040 w 95 N electronic|999|
266 2104 2124 w 95 N eleclronlc 9 9
266 2136 2150 w 95 N eleclronlc|999|
266 2200 3T» YV 95 N otoctronlo 11 11
266 2234 2250 w 95 N eledronic|999|
266 2308 2326 VV 96 N electronic 11 11
267 6204 6218 s KEDZIE W . eleclronlc S|99|
267 6236 6242 s KEDZIE W eleclronlc|999|
• 267 3204 3246 w 63RDST N electronic 19 19
267 3302 3350 w 63RDST N etectronlc 20 20
267 3404 3450 w 63RDST N elecfronic 18 18
267 6253 6247 s ST LOUIS E electronic|999|
267 3211 3205 w 62NDST a dectrorrlc|999|
Schedule 5-Page 13
267 3211 3205 W 62ND PLACE S electronic|999|
267 6257 6251 S SPAULOING E electronic|999|
267 6250 6256|99|SPAULOING W electronic|999|
267 6258 6250 S HOMAN E eleclronlc|999|
267 6251 6255 S HOMAN W eleclronlc|999|
268 6309 6303 S ST LOUIS E mechanical|999|
268 6309 6305 S HOMAN E mechanical|999|
268 6302 6308 s SPAULOING W mechanical|999|
268 6311 6303 S SPAULDING E mechanical S|99|
268 3455 3403 VY 63RDST S mechanical 23 23
268 3355 3313 W 63ROST S mechanical 17 17
268 3257 3217 w 63RDST s mechanical 18 18
269 6338 6348 s KEDZIE w mechanical|999|
269 6259 6263 s ALBANY E eleclronlc|999|
269 6259 6253 s TROY E eledronic - 4|99|
269 6252 6258 s TROY w etectronlc|999|
269 2008 2822 w 63RD ST N eleclronlc|999|
269 2834 2852 w 63RD ST N eledronic|999|
269 2906 2920 w 63RDST N dedronic|999|
269 2938 2952 VV 63ROST N declronic|999|
269 3010 3022 w 63RDST N dectronlc|999|
209 3038 3052 w 83RDST N dedronic|999|
269 3104 3124 w 63RD ST N electronic 10. 10
269 3144 3154 w 63RDST N electronic|999|
269 6253 6209 s KEDZIE E eledronic 13 13
270 . 6304 6316 s TROY W eledronic|999|
270 6311 6305 s TROY E electronic|999|
270 6302 6308|99|ALBANY W electronic|999|
270 6309 6303 s ALBANY E dectronic|999|
270 6304 6312 s SACRAMENTO W electronic|999|
270 6309 6303 s SACRAMENTO E electronic|999|
270 6357 6335 s KEDZIE E dectronlc 10 10
270 3143 3131 w 63RDST S olodronlo|999|
270 3125 3109 w 63RDST s electronic|999|
270 3055 3043 w 63RDST s electronic|999|
270 3021 3007 w 63RDST S declronic|999|
270 2955 2935 w 63RDST s declronic 10 10
270 2923 2907 VY 63RDST s eledronic|999|
270 2859 2835 VV 63ROST s electronic 10 10
270 2819 2803 w 63RDST s electronic|999|
270 6308 6314 s CALIFORNIA w dectronic|999|
271 6255 6249 s ARTESIAN E mechanical|999|
271 6250 6254 s ARTESIAN W mechanical|999|
271 6255 6249 s CAMPBELL E mechanical|999|
271 62BO 6263 s CAMPBELL W mechanical|999|
271 6255 6249 s MAPLEWOOD E mechanical|999|
271 62S2 6256 s MAPLEWOOD W mechanical|999|
271 6255 6253 s ROCKWELL E mechanical|999|
271 6252 6254 s ROCKWELL W mechanical|999|
271 2402 2420 VV 63RDST N mechanical 9 9
Schedule 5-Page 14
271 2434 2448 W 63RD ST W rnechanical|999|
271 2504 2518 w 63RDST N mechanical|999|
271 2534 2552 w 63RDST N mechanical|999|
271 2606 2620 w 63RDST N mechanical|999|
271 2642 2652 w 63RDST N mechanical|999|
271 2736 2756 VV 63R0 ST N mechanical B|99|
272 6302 6310 s ROCKWELL W mechanical S|99|
272 6309 6303 s ROCKWELL E mechanical|999|
272 6304 6310 s CAMPBELL W mechanical|999|
272 6309 6303 s CAMPBELL E mechanical ¦ 4|99|
272 6304 6310 s ARTESIAN W mechanical|999|
272 6309 6303 s ARTESIAN E mechanical|999|
272 6311 6309 s CALIFORNIA E mechanical|999|
272 2753 2735 w 63R0ST S mechanical|999|
272 2719 2711 VY 63RDST s mechanlcol|999|
272 2657 2631 w 63RDST s mechanical 10 10
272 2623 2601 VV 63RDST s mechanical 11 11
272 2551 2535 w 63RDST s mechanical|999|
272 2523 2511 w 63RDST s mechanical|999|
272 2453 2433 w 63RDST s mechanical 9 9
272 2423 2411 w 63RDST s mechanical|999|
273 6106 0154 s WESTERN w eleclronlc 16 16
273 6204 624S s WESTERN w electronic 19 19
273 6316 6342 s WESTERN w electronic 13 13
273 6315 6351 s WESTERN E electronic 13 13
- 273 2348 2335 w 63RD s electronic *|99|
273 2338 2352 VV 63RO N eleclronlc|999|
273 6261 6209 s WESTERN E electronic 21 21
273 6157 6115 s WESTERN E electronic 15 15
274 2825 2805 w 55TH ST S electronic 11 11
274 2763 2737 w 65TH ST S electronic|999|
'' ^ ... 274 2746 2732 YV 557H ST N electronic|999|
274 2828 2608 VV 55THST N electronic|999|
274 5507 5501 s MOZART E electronic|999|
274 5502 5510 s FAIRFIELD W electronic .|999|
274 6456 S452 s FAIRFIELD W electronic|999|
274 5451 5459 s MOZART E electronic|999|
275 4502 4552 s ASHLAND W mechanicat 18 18
275 4602 4646 s ASHLAND W mechanical 17 17
275 4657 4619 s MCDOWELL E mechanical 10 10
275 4650 4662 s MCDOWELL W mechanical|999|
275 4655 4613 s ASHLAND E mechanical 17 17
275 1555 1549 w 46THST S mechanicat|999|
275 4557 4517 s ASHLAND E mechanical 17 17
275 1602 1608 w 46THST N mechanical|999|
276 4713 4701 s PAULINA E mechanical|999|
276 4702 4708 s JUSTINE W mochanlcal|999|
276 4702 4708 s LAFLIN W mechanical|999|
276 4709 4703 s LAFLIN E mechanical|999|
276 4653 4641 s LAFLIN E mechanical|999|
Schedule 5-Page 15
276 4649 4641 S MARSHFIELD E mechanical|999|
276 4644 4650 S MARSHFIELD W mechanical|999|
276 4649 4645 S PAULINA E mechanical|999|
276 1655 1639 W 47THST S mechanical|999|
276 1621 1611 w 47THST s mechanical|999|
276 1541 1535 w 47TH ST s mechanical|999|
276 1521 1507 w 47THST s mechanical|999|
276 1457 1437 w 47THST s mechanical 10 10
276 1444 1450 w 47THST N mechanical|999|
276 1510 1518 VV 47THST N mechanical|999|
276 1518 1542 w 47THST N mechanical 12 12
276 1602 1620 w 47THST N mechanical|999|
276 1636 1650 w 47THST N mechanical|99|B
277 4654 465B s PAULINA W mechanical|999|
277 4655 4655 s HERMITAGE E mechanical|999|
277 ... 4652 4658 s HERMITAGE w mechanical|999|
277 4657 4653 s WOOD E mechanical|999|
277 4656 4658 s WOOD W mechanical|999|
277 4659 4651 s HONORE E mechanical|999|
277 4650 4658 s HONORE W mechanical|999|
277 4655 4647 s WOLCOTT E mechanical . 5|99|
277 4657 4649 s WINCHESTER E mechanical|999|
277 4646 4656 s WINCHESTER W mechanical|999|
277 4704 4718 s WINCHESTER w mcchanfca! a|99|
277 4713 4703 s WINCHESTER E rnechanical|999|
277 4705 4705 s WOLCOTT E mechanical i|99|
277 4704 4712 s HONORE W mechanical|999|
277 4701 4707 s HONORE E mechanical|999|
277 4702 4706 s WOOD W mechanical|999|
277 4707 4703 s WOOO E mechanical|999|
277 4702 4714 s HERMITAGE W mechanical|999|
"Z77 4713 4701 s HERMITAGE E mechanical|999|
277 4702 4714 s PAULINA W mechanical|999|
277 1702 1722 w 47THST N mechanical 11 11
277 1736 1750 w 47TH ST N mechanical|999|
277 1814 1624 w 47TH ST N mechanlcol|999|
277 1836 1850 w 47TH ST N mechanical|999|
277 1902 1822 w 47TH ST N mechanical 11 11
277 1934 1942 w 47THST N mechanical|999|
277 1955 1939 w 47THST S mechanical|999|
277 1925 1907 VV 47TH ST S mechanical 9 9
277 1857 1835 w 47THST S mechanical 10 10
277 1826 1809 w 47THST S mechanical|999|
277 1743 1733 w 47THST S mechanical|999|
277 1725 1711 w 47THST S mechanical|999|
278 4702 4750 s ASHLAND W mechanical 20 20
278 4802 4B48 s ASHLAND W mechanical IB 18
278 4045 4809 s ASHLAND E mechanical 17 17
278 4755 4711 s ASHLAND E mechanical 21 21
276 1604 1610 w 48TH ST N mechanical|999|
Schedule 5-Page 16
278 1609 1603 W 48THST S rnechanical|999|
278 1602 1608 W 49THST N mechanical|999|
278 1550 1554 W 49THST N mechanical|999|
278 1555 1551 W 48THST S mechanical|999|
279 2180 2170 N CLYBOURN W eieclronic|999|
279 1970 1954 N CLYBOURN w electronic 9 9
279 1950 1914 Kl CLYBOURN w electronic IB 1B
279 1880 1872 N CLYBOURN w electronic|999|
279 1866 1810 N CLYBOURN w electronic 28 28
279 1758 1700 N CLYBOURN w eleclronlc 30 30
279 1816 1620 N CLYBOURN w eieclronic 17 17
280 2804 2810 W 40TH PLACE N mechanical|999|
280 2817 2807 w 40TH PLACE S mechanical |999|
280 4077 4073 S FRANCISCO E mechanical|999|
280 4074 4076 s FRANCISCO W mechanical|999|
280 4058 4100 s ARCHER N mechanical 10 . 10
280 4102 4108|99|ARCHER N mechanical|999|
280 4138 4148 S ARCHER N . mechanical ¦ 5 . 5
280 4166 4166 S ARCHER N mechanical 9 9
280 4208 4248 S ARCHER N mechanical IB 18
280 4266 4276 s ARCHER N . mechanical|999|
280 4300 4448 s ARCHER N mechanical 21 21
280 4380 4394 s ARCHER N mechanical|999|
281 4252 4262 s WHIPPLE W mechanical|999|
281 4249 4261 s WHIPPLE E mechanical|999|
281 4214 4222 s SACRAMENTO W mechanical|999|
281 4100 4104 s RICHMOND w mechanical|999|
281 4147 4145|99|RICHMOND E mechanical|999|
281 4102 4106|99|FRANCISCO W mechanical|999|
281 4109 4103 S FRANCISCO E mechanical|999|
281 4355 43S1 S ARCHER S mechanical|999|
281 4339 4309 S ARCHER S mechanical 10 10
281 427S 4253 S ARCHER S mechanical|999|
281 4245 4217 S ARCHER S mechanical 14 14
281 4191 4179 S ARCHER S mechanical|999|
281 4173 4163 S ARCHER s . mechanical|999|
281 4121 4063 S ARCHER s rnechanical 27 27
282 3812 3638 s HALSTED W electronic 11 11
282 3839 3813 s HALSTED E eleclronlc 9 9
282 3555 3509 s HALSTED E electronic 16 16
282 767 739 VV 3STHST s electronic 9 9
282 736 752 w 35THST N electronic|999|
282 3403 3459 s HALSTED E etectronlc 18 18
282 3353 3333 s HALSTED E eleclronlc 18 18
282 3265 3207 s HALSTED E eleclronlc 21 21
282 757 753 w 34THST S eledronic|999|
282 754 75G w 34THST N etedronic|999|
282 757 753 VV 33RDST|99|eieclronic|999|
282 750 758 VV 33RDST N electronic|999|
283 3204 3254|99|HALSTED W dectronlc . 21 21
Schedule 5-Page 17
283 3304 3364 S HALSTED W electronic 19 19
283 3410 3428 S HALSTED W electronic 9 9
283 3436 3458 S HALSTED W electronic 10 10
283 810 828 W 35THST N eieclronic|999|
283 946 946 VV 35THST N electronic|999|
283 3461 3459 S MORGAN E eieclronic|999|
283 953 945 VV 35THST S eieclronic|99|S
283 823 811 w 35THST s electronic|999|
283 .3504 3532 s HALSTED w etectronlc 14 14
283 3540 3558 s HALSTED w electronic 9 9
283 813 805 w 33RDST S electronic|999|
283 600 808 w 34TH PLACE N eleclronlc|99|S
283 809 801 VV 34TH PLACE S eteclronlc '|999|
283 1007 1045 w 35THST S electronic 16 16
284 214 222 w 31 ST ST N electronic|999|
284 236 258 w 31 ST ST N electronic|99|B
284 536 556 w 31 ST ST N electronic 9 9
284 602 624 VV 31 ST ST N eleclronlc|999|
284 636 654 w 31 ST ST N electronic|999|
284 726 702 w 315TST N electronic|999|
284 734 742 w 31STST N electronic|999|
284 759 741 VV 31 ST ST S electronic|999|
284 725 703 w 31 ST ST S electronic|999|
284 649 643 w 31 ST ST S eieclronic|999|
284 625 611 w 31ST ST S eleclronlc|999|
284 3102 3106 s WALLACE W eleclronlc|999|
284 3109 3109 s WALLACE E eieclronic|999|
284 555 535 w 31 ST ST S eleclronlc 9 9
204 255 235 w 31STST S electronic|999|
284 219 219 w 31STST s electronic|999|
285 542 562 w ROOSEVELT N eleclronlc 10 10
~ '-285- 602 628 VV ROOSEVELT N eleclronlc 12 12
285 625 609 w ROOSEVELT S electronic|999|
285 1136 1152 s CLINTON W electronic|999|
285 1147 1131 s JEFFERSON E dectnyiic|999|
285 1132 1148 s JEFFERSON . W electronic 9 S
285 1131 1111 s DESPLAINES E eleclronlc|999|
285 1112 1128 s DESPLAINES W electronic 9 9
205 565 545 VY ROOSEVELT S electronic 11 11
285 1135 1141 s CLINTON E electronic|999|
286 702 720 s DESPLAINES W double boyrelecL|999|
286 861 821 s DESPLAINES E doublo bay/elect. 9 18
286 819 806 s DESPLAINES E double bayfeled.|999|
286 651 603 s DESPLAINES E double bav/elect.|99|10
287 1210 1246 s HALSTED W electronic 15 15
287 1344 1382 s HALSTED W electronic 14 14
287 1389 1345 s HALSTED E eleclronlc 11 11
267 1321 1249 s HALSTED E eledronic 12 12
287 1241 1231 s HALSTED E eleclronlc|999|
287 1204 1234 s NEWBERRY W electronic 14 14
Schedule 5-Page 18
267 813 609 W ROOSEVELT S electronic|999|
287 755 705 W ROOSEVELT S eleclronlc 11 11
287 710 740 W ROOSEVELT N eleclronlc|999|
287 810 618 W ROOSEVELT N etedronic'|999|
267 830 856 VV ROOSEVELT- N electronic 14 14
287 959 722 W ROOSEVELT S eteclronlc 27 27
287 1034 1070 W TAYLOR N electronic 12 12
2B7 1075 1055 W TAYLOR S electronic|999|
2B7 1047 1031 W TAYLOR S electronic|999|
287 1025 1005 W TAYLOR S electronic 9 9
288 1953 1907 W CONGRESS S electronic 23 23
288 1849 1805 W CONGRESS S electronic 23 23
288 1800 1842 W CONGRESS N etec tonic 22 22
288 1900 1046 W CONGRESS N electronic 24 24
289 1802 1844 W HARRISON N electronic 15 15
289 1928 1950 W HARRISON N electronic " 10 10
289 1955 1943 W HARRISON S electronic|999|
289 1917 1803 W HARRISON S electronic 16 16
290 302 302 s HALSTED VV electronic|999|
290 230 228 s HALSTED w electronic|999|
290 110 110 S HALSTED s electronic|999|
290 750 736 VV QUINCY N electronic|999|
290 735 749 w QUINCY S electronic|999|
291 1604 1616 w TAYLOR N electronic|999|
291 1630 1640 w TAYLOR N electronic|999|
291 1808 1828 w TAYLOR N eleclronlc|999|
291 1922 1944 w TAYLOR N electronic ¦ 11 11
291 1615 1645 VV TAYLOR s electronic to 10
291 1907 1947 w TAYLOR S electronic 17 17
292 3810 3842 w MADISON N eieclronic 14 14
292 3910 3952 VV MADISON N electronic 19 19
292 14 24 s PULASKI W electronic|999|
292 102 122 s PULASKI VV electronic|999|
292 123 103 s PULASKI E electronic|999|
292 23 15 s PULASKI E electronic|999|
292 3959 3913 w MADISON S electronic 23 23
292 3855 3813 w MADISON S electronic 19 19
293 IS 21 N PULASKI E eleclronlc|999|
293 113 115 N PULASKI E electronic|999|
293 116 110 N PULASKI YV etedronic|999|
293 24 4004|99|N PULASKI YV dedronic 9 9
293 4050 YV MADISON N eleclronlc 19 19
293 4108 4158 VV MADISON N electronic 18 18
293 4208 4250 W MADISON N dedronic 14 14
293 4155 4109 W MADISON S dedronic 17 17
293 4051 4013 W MADISON s dectronic 19 19
294 4342 4380 VV ARCHER N eieclronic 10 10
295 2016 2058. VV CHICAGO H declronic 19 19
29S 2114 2156 w CHICAGO N eleclronlc 17 17
295 2202 2256 w CHICAGO N dectronic 19 19
Schedule 5-Page 19
295 2308 2322 W CHICAGO N electronic|999|
295 2341 2301 W CHICAGO S electronic 20 20
295 2255 2213 w CHICAGO S electronic 18 18
295 2149 2119 VV CHICAGO S etedronic 15 15
295 2057 2013 VV CHICAGO S electronic 17 17
296 805 811 N WOLCOTT E eleclronlc|999|
296 812 806 N WOLCOTT W declronic|999|
296 803 811 N WINCHESTER E declronic|999|
296 808 802 N WINCHESTER W electronic|999|
298 754 750 N WOLCOTT w electronic|999|
298 751 759 N WOLCOTT E dectronlc|999|
296 1812 1852 VV CHICAGO N electronic 13 13
2S6 1902 1926 W CHICAGO N eleclronlc 10 10
29S 1938 1944 W CHICAGO N electronic|999|
296 803 811 N DAMEN E eleclronlc|999|
296 810 808 N DAMEN W electronic|999|
296 749 751 M DAMEN E electronic|999|
296 1951 1907 W CHICAGO S eledronic 11 11
296 1857 1805 W CHICAGO S electronic 24 24
297 003 609 N MARSHFIELD E eleclronlc|999|
297 812 806 N MARSHFIELD W electronic |99|
297 805 811 N PAULINA E electronic ¦ 4|99|
297 812 804 N PAULINA W electronic ' 4|99|
297 805 811 N HERMITAGE E eleclronlc 4.|99|
297 812 604 N HERMITAGE W dedronic ¦ 4|99|
297 8D5 Bit N WOOD E dcclrorVc ' 4|99|
297 812 804 N WOOD W electronic|999|
297 758 754 N WOOD w dectronic |99|
297 751 757 N WOOD E eleclronlc|999|
297 756 752 N PAULINA W electronic|999|
297 751 757 N PAULINA E dectronlc|999|
~ -297 1620 1624 W CHICAGO N electronic|999|
297 1636 1654 W CHICAGO N dectronic|999|
297 1704 1726 VV CHICAGO N dectronlc|999|
297 1738 1748 W CHICAGO N eleclronlc|999|
297 1751 1701 W CHICAGO S dectronlc 18 18
297 1657 1627 VV CHICAGO S electronic 20 20
296 758 752 N ARMOUR W electronic|999|
298 751 759 N ARMOUR E electronic|999|
298 735 743 M ASHLAND E eieclronic|99|S
296 1543 1526 W CHICAGO S declronic|999|
298 1515 1443 W CHICAGO s dedronic|999|
298 1429 1409 W CHICAGO s dectronic|999|
298 1139 1133 W CHICAGO s declronic|999|
298 1136 1146 W CHICAGO N dedronic|999|
298 1408 1414 W CHICAGO N electronic|999|
298 1430 1450 VV CHICAGO N doctronic|999|
298 1502 1546 w CHICAGO N electronic 18 18
298 813 823 N ASHLAND E dedronic 4.|99|
298 831 841 N ASHLAND E dectronlc|999|
Schedule 5-Page 20
298 903 925 N ASHLAND E electronic 10 10
298 933 953 N ASHLAND E electronic 10 to
298 918 904 N ASHLAND W electronic|999|
298 8S8 848 N ASHLAND W etectronlc|999|
298 830 810 N ASHLAND w electronic|999|
293 7S2 736 N ASHLAND w electronic|999|
299 1158 1128 N ASHLAND w eieclronic|999|
299 1118 1104 N ASHLAND w electronic|999|
299 1060 1048 N ASHLAND w electronic|999|
299 1040 1004 N ASHLAND w eieclronic 19 19
299 1003 1021 N ASHLAND S eieclronic 9 9
299 1035 1049 N ASHLAND s eieclronic|999|
299 1103 1121 N ASHLAND E eleclronlc' 10 10
299 1141 1141 N ASHLAND E electronic|999|
299 1757 1741 VV DIVISION s eleclronlc|999|
299 1723 1711 W DIVISION s eleclronlc|999|
299 1657 1637 W DIVISION s electronic 9 9
299 1638 1656 W DIVISION N electronic 10 10
299 1710 1752 W DIVISION N electronic 18 18
299 2102 2142 VV DIVISION N clcctontc 19 19
299 2153 2107 W DIVISION s eleckordc 16 16
300 1204 1208 N GREENVIEW w etedronic|999|
300 1335 1355 N PAULINA E etectronlc 11 11
300 1340 1334 N PAULINA W eicefrorte|999|
300 1348 1346 N WOOD w electrode|999|
300 1345 1351 N WOOD E eleclronlc|999|
300 1338 1334 N HERMITAGE W eledrodc|999|
300 1337 1339 N HERMITAGE E electrode|999|
300 1264 1254 N PAULINA W electronic|999|
300 1257 1263 N PAULINA E electrode|999|
300 1201 1205 N MILWAUKEE E eleclronlc|999|
¦- 300 1227 1249 H ASHLAND E elec&orrlc 12 12
300 1330 1230 N ASHLAND W electronic 18 18
300 1239 1265 N MILV/AUKEE E electronic 13 13
300 1271 1289 N MILWAUKEE E electrode 10 10
300 1319 139S N MILWAUKEE E electrode 27 27
300 1368 1398 N MILWAUKEE W dectrodc 15 15
300 1352 1336 N MILWAUKEE W eledrodc 9 9
300 1330 1324 N MILWAUKEE w electrode|999|
300 1284 1268 N MILWAUKEE w electrode 9 9
300 1256 1232 N MILWAUKEE w electrode|999|
301 1503 1511 N HONORE E electrode|999|
301 1516 1502 N HONORE w dedrodc|999|
301 1434 1418 N HONORE w dectrodc|999|
301 1802 1818 W EVERGREEN w dedrodc 9 9
301 1815 1803 W EVERGREEN E electrode|999|
301 1432 1428 N WOLCOTT w dectronlc|999|
301 1407 1473 N MILWAUKEE E dectronic 24 24
301 1505 1579 N MILWAUKEE E electronic 17 17
301 1572 1520 N MILWAUKEE W electronic 20 20
Schedule 5-Page 21
301 1482 1442 N MILWAUKEE W eleclronlc 17 17
301 1424 1402 N MILWAUKEE W electronic 10 10
302 1902 1924 W NORTH N declronic|99|B
302 1934 1942 W NORTH N dectronlc|999|
302 1613 1649 N DAMEN E electronic|99|B
302 2005 2003 W CHURCHILL N dedronic|999|
302 1808 1802 N DAMEN W eleclronlc|999|
302 165S 1640 N DAMEN ' W dectrodc|999|
302 1624 1606 N DAMEN W dectronlc|999|
302 1605 1687 N MILWAUKEE E eledrodc 20 20
302 1672 1658 N MILWAUKEE W dectronlc|999|
302 1650 1618 N MILWAUKEE W dectronlc 17 17
302 1524 1524 N DAMEN w dedronic|999|
302 1S31 1543 N DAMEN E declronic|999|
302 1S53 1909 W NORTH S dedronic 13 13
302 1855 1839 W NORTH s eledronic 9 9
302 1825 1815 W NORTH s doctronic|999|
303 3579 3555 W ARMITAGE s dedronic 14 14
303 3535 3511 w ARMITAGE s dedronic 9 9
303 3435 3407 w ARMITAGE s dectronlc 12 12
303 3333 3300 w ARMITAGE s dectronlc 10 10
303 3281 3255 w ARMITAGE s eleclronlc 10 10
303 3233 3209 w ARMITAGE s eleclronlc 11 11
303 3202 3234 w ARMITAGE N electrode 12 12
303 3254 3270 w ARMITAGE N dedrodc 9 9
303 3302 3328 w ARMITAGE N electronic 12 12
303 3416 3428 w ARMITAGE N eleclronlc|999|
303 2003 2009 N ST LOUIS E electronic|999|
303 2014 2006 s ST LOUIS W dectronlc|999|
303 3504 3524 w ARMITAGE N dedronic 11 11
303 3546 3572 w ARMITAGE N electronic 11 11
"'- -304- 3941 3929 w SCHOOL s electronic|999|
304 3928 3940 w SCHOOL N dectronlc|999|
304 4002 4006 w SCHOOL N dectronlc|999|
304 4011 4003 w SCHOOL s eledronic|999|
304 4002 4010 w MELROSE N electronic|999|
304 4003 4007 w MELROSE S etedronic|999|
304 3317 3333 N PULASKI E etedronic|999|
304 3330 3328 N PULASKI W electrode|999|
304 3315 3331 N MILWAUKEE E electrode|999|
304 3332 3322 N MILWAUKEE W dectronlc|999|
304 3300 3300 M PULASKI W electronic|99|1-
304 3256 3236 N PULASKI w elecbonlc 11 11
304 3220 3206 N PULASKI w eleclronlc|999|
304 3205 3251 H PULASKI E dedrodc 11 11
305 1558 1548 H AVERS w declronic|999|
305 1543 1557 M AVERS E electrode|999|
305 1627 1645 tl PULASKI E electrode|999|
305 1654 1614 M PULASKI W dectrodc 16 15
306 1636 1508 N PULASKI w dedrodc 11 11
Schedule 5-Page 22
305 1503 1541 M PULASKI E dedronic 14 14
305 3808 3824 W NORTH N dectronic|999|
305 3840 3850 W NORTH N doctronic|999|
305 3908 3924 VY NORTH N dedronic|999|
305 3940 3946 W NORTH N der&onic|999|
305 4010 4024 VV NORTH N dectronic|999|
305 4019 4011 w NORTH S dectronlc|999|
305 3949 3935 w NORTH S dedronic|999|
305 3923 3909 w NORTH S dedronic|999|
305 3851 3835 w NORTH S dectronic|999|
305 3615 3809 VY NORTH s dectronlc|999|
306 1605 1621 N KEDVALE E mechanical 9 9
306 1558 1550 N KILDARE w mechanical|999|
306 1556 1532 N TRIPP w mechanical 12 12
306 1549 1557 N TRIPP E mechanical|999|
306 4040 4050 W NORTH N mechanical|999|
306 4106 4124 W NORTH N mechanicat|999|
306 4142 4150 VV NORTH N mechanical|999|
306 4204 4218 w NORTH N mechanical|999|
306 4236 4248 VV NORTH N mechanlcol|999|
306 4313 4305 w NORTH S mechanical|999|
306 4249 4235 VV NORTH S mechanical|999|
306 4217 4203 VV NORTH S mechanical|999|
306 4145 4137 VY NORTH S mechanical|999|
306 4125 4111 VV NORTH S mechanical|999|
306 4053 4035 w NORTH S mechanical|999|
307 3551 3509 VV NORTH S mechanical 13 13
307 3453 3409 w NORTH S rnechanical 21 21
307 3355 3317 w NORTH S mechanical 9 9
307 3257 3237 w NORTH S mechanical 10 10
307 3223 3211 w NORTH S mechanical|999|
307 3202 3232 VY NORTH N mechanical 12 12
307 3246 3306 w NORTH N mechanical 12 12
307 3326 3352 w NORTH N mechanicat 12 12
307 3410 3434 VV NORTH N mechanical 11 11
307 3444 3510 VV NORTH N mechanical 11 11
307 3526 3540 w NORTH N mechanical|999|
308 2749 2735 w NORTH S electronic|999|
306 2719 2709 w NORTH S dectronic|999|
308 2702 2724 VV NORTH N declronic 11 11
3TIH 277? ?74fl w N NORTH N eleclronlc|999|
303 3015 3017 MONTICELLO E dectronlc|999|
309 2992 2982 N LAWNDALE w dectronlc|999|
309 2987 2995 N LAWNDALE E electronic|999|
309 2950 2942 N RIDGEWAY W declronic|999|
309 2943 2955 N RIDGEWAY E dedronic|999|
309 2971 2997 N MILWAUKEE E electronic 12 12
309 3027 3043 N MILWAUKEE E electronic|999|
309 3063 3067 N MILWAUKEE E declrenlc|999|
309 3103 3129 N MILWAUKEE E dectronic 12 12
Schedule 5-Page 23
309 3124 3108 N MILWAUKEE W dedronic|999|
309 3090 3084 N MILWAUKEE W eledronic|999|
309 3062 3048 N MILWAUKEE W dedronic|999|
309 3044 3022 N MILWAUKEE W dedronic 9 9
309 2994 2970 N MILWAUKEE W eledronic 9 9
309 2926 2928 N CENTRAL PARK W eleclronlc|999|
309 2924 2904 N CENTRAL PARK W eledronic|999|
310 2024 2018 N CAMPBELL W eleclronlc|999|
310 2119 2137 N ROCKWELL E electronic 9 9
310 2136 2120 N ROCKWELL W etedronic|999|
310 1958 1952 N FAIRFIELD W eledronic|999|
310 1955 1959 N FAIRFIELD E eledronic|999|
310 2019 2079 N MILWAUKEE E eledronic 20 20
310 2095 2127 N MILWAUKEE E electronic 10 10
310 2128 2092 N MILWAUKEE W declronic 15 15
310 2082 2058 N MILWAUKEE W dedronic 11 11
310 2056 2004 N MILWAUKEE N dedronic 20 20
310 2452 2456 W ARMITAGE N dectronlc|999|
310 2445 2451 VV ARMITAGE S electronic|999|
310 1982 1962 N MILWAUKEE W electronic 11 11
310 1961 1971 N MILWAUKEE E electronic S|99|
310 2413 2409 W ARMITAGE S electronic|999|
311 2804 2608 W PALMER N electronic¦.|999|
311 2S15 2803 W PALMER S eleclronlc|999|
311 2201 2211 N CALIFORNIA E electronic|999|
311 2290 2260 N MILWAUKEE W eleclronlc 13 13
311 2235 2293 N MILWAUKEE E etectronlc 17 17
311 2735 2733 W BELDEN E eleclronlc|999|
311 2734 2736 W BELDEN W eieclronic|999|
311 2303 2327 N CALIFORNIA E eleclronlc 11 11
311 2343 2355 N CALIFORNIA E electronic|999|
311 2356 2348 N CALIFORNIA W dectronlc|999|
311 2301 2377 N MILWAUKEE E eledronic 31 31
311 2415 2429 N MILWAUKEE E electronic|99 9|
311 2437 2455 N MILWAUKEE E electronic|999|
311 2448 2416 N MILWAUKEE W dectronlc 9 9
311 2376 2354 N MILWAUKEE W declronic 1|999|
311 2340 2324 N MILWAUKEE w eleclronlc 9 9
311 2308 2310 N MILWAUKEE w etectronlc|999|
311 2804 2810 W LYNDALE N electronic|999|
311 2813 2805 W LYNDALE S eleclronlc|999|
311 2216 2208 N CALIFORNIA W electronic|999|
311 2240 2208 N MILWAUKEE w electronic 13 13
312 2705 2705 N SAWYER E eleclronlc|999|
312 2708 2704 N SAWYER W declronic ¦|999|
312 2459 2557 N MILWAUKEE E dedronic 24 24
312 2627 2657 N KEDZIE E dectronic 9 9
312 2641 2661 N MILWAUKEE E electronic 11 11
312 2717 2741 N MILWAUKEE E dectronlc 11 11
312 2734 2722 N MILWAUKEE W dectronlc|999|
Schedule 5-Page 24
312 2662 2616 N MILWAUKEE W dectronic 12 12
312 2566 2450 N MILWAUKEE W dectronlc 34 34
313 2735 2743 N SPAULDING E mechanical|999|
313 2740 2732 N SPAULDING W mechanical|999|
313 2801 2805 N CHRISTIANA E mechanical|999|
313 2820 2822 W WOODARD W mechanical|999|
313 2805 2811 w DAWSON E mechanical|999|
313 2812 2804 w DAWSON W mechanical|999|
313 2909 2913 w WISNER N mechadcal|999|
313 2912 2904 W WISNER S mechanical|999|
313 3502 3508 w WOLFRAM N mechanical|999|
313 3511 3505 w WOLFRAM S mechanical|999|
313 2724 2716 N SPAULDING W ' mechanical|999|
313 2717 2723 N SPAULDING E mechanical|999|
313 2759 2743 N FRANCISCO E mechanical 9 9
313 2757 2781 N MILWAUKEE E mechanical 9 9
313 3339 3327 W DIVERSEY S mechanical|999|
313 3018 3008 N KIMBALL W mechanical|999|
313 2884 2632 N KIMBALL w mechanical 15 15
313 2823 2841 N MILWAUKEE E mechanical 10 10
313 2845 2855. N MILWAUKEE E .mechadcal|999|
313 2852 2610 N MILWAUKEE W mechanical 14 14
313 3408 3434 W DIVERSEY N mechanical 13 13
313 3425 •3413 VY DIVERSEY S mechanical|999|
313 2792 2740 N MILWAUKEE W mechanical 21 21
313 2825 2817 W DIVERSEY S mechanical|999|
313 2814 2824 W DIVERSEY N mechanical|999|
3H 2903 2913 N GRESHAM E declronic|999|
314 2916 2906 N GRESHAM W electronic|999|
314 2872 2868 N DRAKE W eleclronlc|999|
314 2869 2875 N DRAKE E dectrodc|999|
314 2669 2891 N MILWAUKEE E electronic 10 10
314 2915 2923 N MILWAUKEE E dectronic|999|
314 2331 2953 N MILWAUKEE E dectronlc B 9
314 2915 2925 N CENTRAL PARK E elodronlc|999|
314 2948 2914 N MILWAUKEE W electronic 15 15
314 2894 2864 N MILWAUKEE W eleclronlc 11 11
315 4603 4607 W WARNER s eleclronlc|999|
315 4768 4758 W BERENICE N electronic|999|
315 3812 3820 N CICERO W electrode|999|
315 3030 3042 N CICCRO W eledrodc|999|
315 3908 3922 N CICERO W dedrodc|999|
315 3932 3954 H CICERO W electronic 11 11
315 4020 4060 n CICERO W dectronic 12 12
315 4116 4120 N CICERO w electronic|999|
315 4039 4031 N CICERO E dedronic|999|
315 4718 4702 W IRVING PARK N electrode|999|
315 4747 4757 w IRVING PARK S electronic|999|
315 3969 3913 N MILWAUKEE E dedrodc 25 25
315 3920 3988 N MILWAUKEE W eleclronlc 23 23
Schedule 5-Page 25
315 4804 4810 W BELLE PLAINE N electronic|999|
316 4005 4013 N LAPORTE E electronic|99|S
316 4008 4004 N LAPORTE W etectronlc|999|
316 3951 3957 N LAMON E electronic|999|
316 4058 4014 N MILWAUKEE W electronic 18 18
316 4808 4926 N MILWAUKEE W eleclronlc 28 28
316 4938 4954 W IRVING PARK N electronic|999|
316 4943 4917 VY IRVING PARK S electronic 9 9
316 4913 4907 VV IRVING PARK S electronic|999|
316 4863 4811 w IRVING PARK S electronic 19 19
316 4005 4055 N MILWAUKEE E electronic 23 23
317 4063 4069 N MILWAUKEE E electronic|999|
317 4105 4111 N MILWAUKEE E eledronic|999|
317 4128 4114 N MILWAUKEE W electronic|999|
317 4076 4060 N MILWAUKEE W electronic|999|
317 5038 5036 VV PENSACOLA N dedronic|999|
317 4341 4361 N MILWAUKEE E declronic 9 9
317 5041 5031 W MONTROSE S dectronic|999|
317 4409 4437 N MILWAUKEE E electronic 14 14
317 4424 4404 N MILWAUKEE W declronic 10 10
317 5106 5114 W MONTROSE N eleclronlc|999|
317 4364 4336 N MILWAUKEE W electronic 13 13
317 4880 4836 W BELLE PLAINE S declronic 13 13
317 4904 4910 W BELLE PLAINE N declronic|999|
317 4917 4907 w BELLE PLAINE S dedronic|999|
317 5065 5061 VV AGATITE S eledronic|999|
319 4003 4009 ti MASON E electronic|999|
316 4010 40O4 N MASON W eleclronlc|999|
318 3951 3931 N NATCHEZ E electronic 11. 11
318 3936 3956 ti NATCHEZ W dectronic 10 10
318 5908 6924 w IRVING PARK N electronic|999|
31B 5930 5942 w IRVING PARK N electronic|999|
318 6004 6014 w IRVING PARK N electronic|999|
318 6034 6050 w IRVING PARK N declronic|999|
318 6061 6011 w •WING PARK S eleclronlc 22 22
318 3942 3952 N AUSTIN W electronic S S
318 3945 3947 N AUSTIN E elecronic|999|
318 5955 5907 W IRVING PARK S declronic 12 12
319 5608 5654 W BELMONT N electenlc 16 18
319 5702 5756 W BELMONT N electronic 22 22
319 5751 5747 W BELMONT S electonlc|999|
319 5729 5719 W BELMONT S dectronic|999|
319 5657 5639 w BELMONT s etccfronlc 10 10
319 5619 5603 w BELMONT s electronic|999|
319 3203 3213 N MAJOR E eleclronlc|999|
319 3214 3212 N MAJOR w declronic|999|
319 3145 3159 N MANGO E clecVonic|999|
319 3156 3148 N PARKSIDE W eledronic|999|
320 3203 3215 N LINDER E mechanical|999|
320 3216 3210 N LINDER W mechanical|999|
Schedule 5-Page 26
320 3158 3146 N LUNA W mechanical|999|
320 3147 3155 M LUNA E rnechanical|999|
320 3158 3144 N LINDER W mechanical|999|
320 3143 3155 N LINOER E mechanical|999|
320 3147 3159 N LOTUS E mechanical|999|
320 5416 5426 W BELMONT N mechanical|999|
320 5438 5450 W BELMONT N mechanical|999|
320 5502 5522 W BELMONT N mechanical 10 10
320 5534 5548 W BELMONT N mechanical|999|
320 5555 5535 W BELMONT S mechanical|999|
320 5523 5511 W BELMONT S mechanical|999|
320 5455 5433 w BELMONT S mechanical|999|
320 5413 5411 w BELMONT S mechanical|999|
321 5602 5610 w SCHOOL N olectronic|999|
321 5611 5611 w SCHOOL S electronic|999|
321 3105 3145 N CENTRAL E electronic 15 15
321 3203 3231 N CENTRAL E electronic|999|
321 3237 3253 N . CENTRAL E electronic|999|
321 3301 3325 N CENTRAL E eteclronlc|999|
321 3326 3308 N CENTRAL W etectronlc|999|
321 3256 3238 N CENTRAL W electronic 10 10
321 3220 3206 N CENTRAL w eieclronic|999|
321 3154 3114 N CENTRAL w eleclronlc 15 15
322 3154 3136 N GREENVIEW w electronic 9 9
322 3132 3112 N GREENVIEW w electronic|999|
322 3054 3048 N GREENVIEW w electronic|999|
322 1342 1330 W WELLINGTON N electronic|999|
322 1459 1447 W BARRY s eleclronlc|999|
322 3107 3127 N GREENVIEW E electronic 10 10
322 3137 3151 N GREENVIEW E electronic|999|
322 3070 3020 N LINCOLN W electronic 21 21
" ¦ ~. 322 3003 3009 N SOUTHPORT E eieclronic|999|
322 3022 3008 N SOUTHPORT W electronic|999|
322 3009 3071 N LINCOLN E eleclronlc 31 31
323 1506 1514 W BARRY N eleclronlc|999|
323 1511 1505 W BARRY S electronic|999|
323 3128 3106 N ASHLAND W eleclronlc 11 11
323 3111 3137 N ASHLAND E eleclronlc 10 10
323 3156 3110 N LINCOLN W electronic 16 16
323 3103 3169 N LINCOLN E electronic 29 29
323 154S 1531 W BELMONT S electronic electronic|99|7 3
324 1646 1650 W SCHOOL N |99|
324 1653 1645 W SCHOOL S electronic|999|
324 1626 1634 W MELROSE N electronic|999|
324 1623 1621 W MELROSE S eleclronlc|999|
324 1551 1541 W MELROSE S dectronlc|999|
324 1552 1554 W MELROSE N eleclronlc|999|
324 1547 1547 W SCHOOL S electronic|999|
324 3260 3238 N LINCOLN W eledronic|999|
324 3224 3210 N LINCOLN W electronic|99|a
Schedule 5-Page. 27
324 1606 1650 W BELMONT N electronic 14 14
324 1657 1611 W BELMONT S electronic 20 20
324 3213 3225 N ASHLAND E ¦electronic|999|
324 3235 3251 N ASHLAND E electronic|99|B
324 3246 3210 N ASHLAND W eleclronlc|999|
324 3241 3257 N LINCOLN E etectronlc 10 10
325 1706 1710 W ROSCOE N etectronlc|999|
325 3350 3346 N PAULINA W electronic|999|
325 3307 3353 N MARSHFIELD E eteclronlc 19 19
325 1653 1647 YV ROSCOE S electronic|999|
325 1548 1544 VV HENDERSON N electronic|999|
325 3424 3412 N LINCOLN W eieclronic|999|
325 3332 3304 N LINCOLN W eieclronic 12 12
325 3309 3355 N LINCOLN E electronic 17 17
325 3415 3429 N LINCOLN E eleclronlc|999|
325 3307 3327 N ASHLAND E eleclronlc 11 11
325 3337 3343 N ASHLAND E eleclronlc|999|
325 3358 3324 N ASHLAND W " * electronic 18 18
326 2480 2480 N LINCOLN W eieclronic|999|
326 2478 2462 N LINCOLN w eleclronlc|999|
326 2454 2454 N LINCOLN w eleclronlc|999|
326 2448 2404 N LINCOLN w eieclronic 16 16
326 2366 2310 N LINCOLN w eleclronlc , 12 12
320 2272 2206 N LINCOLN w eledronic 25 25
326 2215 2263 N LINCOLN E eledronic 19 19
326 2311 2365 N LINCOLN E electronic 16 . 16
326 2409 2451 N LINCOLN E dectrodc 15 15
326 2453 2453 N LINCOLN E declronic|999|
326 2455 2475 N LINCOLN E dedrodc|999|
326 2477 2477 N LINCOLN E electaode|999|
327 825 815 W FULLERTON S electronic|999|
"327" 751 703 W FULLERTON s eledrodc 17 17
327 700 722 VV FULLERTON N electrode 1 9 9
327 2409 2459 N HALSTED E electrode 11 11
327 2450 2408 N HALSTED W electronic IB 19
328 29 17 e|99|s electrode|999|
328 32 38 E|99|N dedrodc|999|
328 738 704 S WABASH W eledrodc|999|
32S 27 27 E BALBOA s electrode|999|
32B 22 30 E BALBOA N electrode|999|
328 640 612 S WABASH W eledrodc 9 9
328 603 633 S WABASH E electronic 12 12
329 723 601 s DEARBORN E etectronlc 22 22
329 738 602 S DEARBORN W electrode 18 18
329 650 736 s CLARK W electrode|999|
329 83 67 w POLK s elect-ode 9 9
329 640 70S s STATE w etedronic|999|
329|99|18 w POLK N eleclronlc|999|
329 17|99|w POLK s electronic|99|S
329 627 753 s CLARK ¦ E eteclronlc 10 10
Schedule 5-Page 28
323 62 70 W POLK N eleclronlc|999|
329 635 735 S STATE E eleclronlc 12 12
330 1021 911 S WABASH E electronic 14 14
330 831 603 S WABASH E eteclronlc 14 14
330 610 834 & WABASH W eleclronlc 10 10
330 904 1024 s WABASH w eleclronlc 13 13
330 76 50 N 11 N electronic 12 12
330 51 79 E 9 S eleclronlc|999|
330 54 82 E 9 N eieclronic 10 10
330 42 32 E 11 N electronic|999|
330 43 39 E 11 S eleclronlc|999|
330 1204 1244 S WABASH W electronic 18 18
330 1257 1223 s WABASH E electronic 13 13
331 1306 1350 s WABASH W electronic 20 20
331 1412 1446 s WABASH w elec tonic 17 17
331 1449 1405 s WABASH E electronic ' 19 19
331 1355 1317 s WABASH E electonlc 16 16
331 33 25 E 13THST S decVonlc|999|
331 47 71 E 13THST s. eieclronic 13 13
331 84 52 E 13THST N eledronic 14 14
332 3148 3156 N BERNARD W eledronic|999|
332 3156 3146 N CHRISTIANA W electronic|99|e
332 3149 3157 N CHRISTIANA E eleclronlc|999|
332 3418 3436 W BELMONT N eleclronlc 10 10
332 3405 3423 W BELMONT S electronic 10 10
332 3441 3455 w BELMONT S etectronlc|999|
332 3511 3525 w BELMONT S electronic|999|
332 3541 3509 w SCHOOL N electronic 13 13
333 2147 2153 N SHEFFIELD E electronic|999|
333 9S7 939 W WEBSTER S electronic a B
333 938 954 VV WEBSTER N electronic|99|; 6
" 333 2204 2252 N SHEFFIELD W electronic 24 24
333 2304 2328 N SHEfFCLD w eleclronlc 13 13
334 2125 2103 S INDIANA E eieclronic|999|
334 2041 2005 s INDIANA E electronic 12 12
334 2104 2166 s INDIANA w eleclronlc 16 15
334 64 58 E CERMAK N electronic|999|
335 434 404 N WABASH W electronic 14 14
33S 401 415 N WABASH E declronic|999|
335 431 457 N WABASH E dectronlc 12 12
335 450 438 N WABASH W eieclronic|999|
336 113 139 E SOUTHWATER S electronic 10 10
336 286 284 N STETSON W Pay & Disdoy|99|11
336 205 287 M STETSON E Pay & Display|99|«
336 332 304 N STETSON W dectronic 9 9
336 168 140 E SOUTHWATER N electronic|999|
336 316 310 N STETSON W electronic|999|
336 274 264 N STETSON W electronic|999|
336 152 104 E LAKE N PayADisday . 1 1B
336 156 152 N BEUBEN W electronic a|99|
Schedule 5-Page 29
336 153 167 M BEUBIEN E electronic|999|
336 170 154 N STETSON W etedronic 9 9
336 153 169 N STETSON E dectronic|999|
336 283 285 N STETSON E declronic|999|
336 351 355 N STETSON E dectronlc|999|
337 2414 2418 n SHEFFIELD W dectronlc|999|
337 2427 2411 N SHEFFIELD E electronic'|999|
337 2505 2505 N LINCOLN E dedronic|999|
337 2507 2531 N LINCOLN E dectronlc 11 11
337 2541 2575 N LINCOLN E electronic|99 9|
337 2577 2577 N LINCOLN E electronic|999|
337 2615 2633 N LINCOLN E electronic 10 10
337 2657 267S N LINCOLN E electronic 9 9
337 2709 2776 N LINCOLN e dectronlc 26 28
337 2776 2718 N LINCOLN w dectronlc 30 30
337 2662 2618 N LINCOLN VV v declronic 12 12
337 2578 2508 N LINCOLN w electronic • 20 20
337 2505 2506 N LINCOLN vv eieclronic|999|
336 6355 5309 W BELMONT s dectronlc. 18 18
338 5257 5207 W BELMONT s dectronlc 20 20
338 3156 3148 N LARAMIE w electronic|999|
338 5210 5246 YV BELMONT N etedronic 11 11
338 5302 5356 W BELMONT N electronic 18 18
339 2809 2845 N LINCOLN E electronic 16 16
339 2907 2963 N LINCOLN E electronic 24 24
339 2970 290B N LINCOLN W electronic. 28 28
339 2878 2808 N LINCOLN VV electronic 14 14
310 1603 1609 N MCWCKER E electronic|999|
340 1610 1603 N MCVICKER w eledronic|999|
340 1603 1609 N MEADE E eleclronlc|999|
340 1610 1604 N MEADE W electronic|999|
'340" • 1601 1609 N MOODY E electronic|999|
340 1612 1604 N MOODY VV eleclronlc|999|
340 1603 1611 N MOBILE e" electronic S|99|
340 1610 1608 N MOBILE w electronic|999|
340 6014 6022 W NORTH N electronic|999|
340 6030 6048 YV NORTH N dedronic|999|
340 6104 6122 VV NORTH N electronic ' 10 10
340 6140 6146 w NORTH N dedronic|999|
340 6206 6226 w NORTH N electrode 10 10
340 6240 6274 YV NORTH N elrjctronic 15 15
340 6302 6314 VV NORTH N electrode|999|
341 6938 6960 VV NORTH N mechadcal|999|
342 6404 6424 W NORTH N electrode 10 10
342 6440 6472 W NORTH N dectrodc 10 10
342 6506 6520 w NORTH N dectronlc|999|
342 6602 6616 w NORTH N eledronic|999|
342 6628 6630 w NORTH N dectronlc|999|
342 6640 6716 w NORTH N dedronic 11 11
342 6734 6736 VV NORTH N dedronic|999|
Schedule 5-Page 30
342 6818 6822 W NORTH N dectronlc|999|
342 6834 6848 W NORTH N dedrodc|999|
342 6906 6926 VV NORTH N electronic 10 10
342 6840 6960 W NORTH N electronic|999|
343 833 601 S STATE E electronic 16 16
343 816 844 S STATE YV electronic 13 13
343 906 1018 S STATE W electronic 14 14
343 1135 1103 S STATE E electronic 12 12
343 1017 913 S STATE E electronic 9 9
343 28|99|E 9 N electronic|999|
343 9 31 E 9 S eleclronlc|999|
344 1630 1648 W CORTLAND N doctronic|999|
344 1702 1718 w CORTLAND N electronic 9 9
344 1623 1635 w CORTLAND S electronic|999|
344 1767 1753 w ARMITAGE S electronic|999|
345 1359 1355 VV CHICAGO S dedronic|999|
345 1351 1331 VV CHICAGO S dectronic|99|a
345 1319 1313 w CHICAGO S eteclronlc|999|
346 1247 1241 w CHICAGO S dedronic|999|
345 1246 ' 1260 w CHICAGO N dectronic|999|
345 1330 1358 w CHICAGO N eledronic 14 14
346 1157 114 w CHICAGO S electronic 9 9
346 957 935 w CHICAGO S dectronlc 12 12
346 855 829 w CHICAGO S dectronlc 14 14
346 828 834 w CHICAGO N olectronic|999|
346 904 912 w CHICAGO N eledronic|999|
346 920 926 VV CHICAGO N electronic|999|
346 962 974 w CHICAGO N dectronlc|999|
347 2001 2009 N KEYSTONE E 'dedronic|999|
347 2001 2O07 N KEDVALE E dectronlc|999|
347 2010 2004 N KEDVALE YV eleclronlc|999|
" - • 347 4002 4024 W ARMITAGE N electronic 11 11
347 4034 4050 W ARMITAGE N declronic|999|
347 4102 4124 W ARMITAGE N electronic 9 9
347 4134 4150 w ARMITAGE N electronic|99|a
347 4204 4224 w ARMITAGE N electrode 10 10
347 4238 4244 w ARMfTAGE N eledronic|999|
347 4302 4322 w ARMITAGE N electronic '|999|
347 4334 4348 w ARMITAGE N electronic|999|
347 4402 4426 w ARMITAGE N eledrodc 9 9
347 4423 4405 w ARMITAGE s electronic|999|
347 4359 4335 w ARMITAGE s electrode|999|
347 4325 4315 w ARMFTAGE s electronic|999|
347 4255 4239 w ARMITAGE S dectrodc 9 9
347 4223 4216 w ARMrTAGE s dedrodc|999|
347 4149 4147 w ARMrTAGE S electronic|999|
347 4119 4111 w ARMrTAGE S electronic|999|
347 4057 4039 w ARMrTAGE s eledronic 9 9
347 4023 4011 w ARMITAGE S dectronic .|999|
347 3957 3939 V/ ARMrTAGE s electronic 9 9
Schedule 5-Page 31
348 2003 2011 N LAGROSSE E electronic ¦ 9 9
348 2010 2004 N LACROSSE W eleclronlc|999|
348 1956 1946 N LACROSSE w eleclronlc|999|
348 1949 1955 N LACROSSE E electronic|999|
348 2003 2011 N LE CLAIRE E eleclronlc|999|
348 2016 2004 N LE CLAIRE Ii eleclronlc 13 13
348 4804 4818 W ARMITAGE N etedronic|999|
348 4821 4811 W ARMITAGE S electronic|999|
349 3164 3136 N HAMLIN w electronic 14 14
349 3235 3283 N MILWAUKEE E eleclronlc 19 19
349 3290 3224 N MILWAUKEE W etedronic 27 27
349 3164 3172 N MILWAUKEE W dedronic|999|
350 3755 3737 W ARMITAGE s electronic 10 10
350 3727 3713 W ARMITAGE s dectronic|999|
350 3653 3643 W ARMITAGE s eleclronlc|999|
350 3625 3613 W ARMITAGE s eledronic|999|
350 3632 3648 W ARMITAGE N dedronic 9 9
350 3702 3720 W ARMITAGE N dedrodc 9 9
350 3740 3764 w ARMITAGE N eleclronlc|999|
351 261 375 E RANDOLPH1LOWER LEVEL) S eteclronlc 40 40
352 47 71 E CERMAK s eledronic 13 13
352 2202 2248 S WABASH w eleclronlc' 20 20
352 2255 2219 S WABASH E electronic 16 16
353 1605 1777 14 CLYBOURN E . eleclronlc . 47 47
353 18D5 1875 N CLYBOURN E eleclronlc 30 30
353 1903 1957 N CLYBOURN E electronic 26 26
353 2103 2133 N CLYBOURN E electronic 15 15
353 2145 2159 N CLYBOURN E electronic|999|
353 2169 21B7 N CLYBOURN E eleclronlc|999|
354 SB36 5840 W ROOSEVELT M electronic|999|
354 5902 5922 W ROOSEVELT N eledrodc 11 11
'354- 5936 5950 W ROOSEVELT N electrode|999|
355 3051 3009 S HALSTED E eteclronlc 11 11
355 2999 3048 S HALSTED w electronic 25 25
355 804 822 YV 31STST N electronic|999|
365 807 803 YY 31STST S eleclronlc|999|
355 3102 3146 S HALSTED VY etedronic ' 13 13
355 3145 3107 s HALSTED E dectrodc 15 15
355 804 812 YV 32NOST N eleclronlc|999|
355 801 603 W 32NDST S eledrodc|999|
356 359 345 VV HUBBARD S electronic|999|
3S6 344 360 YV HUBBARD N eleclronlc|999|
356 453 415 YV ILLINOIS S electronic 15 15
356 340 376 YV ILLINOIS N electrode 12 12
356 510 604 N KINGSBURY W electrode|999|
357 2751 2757 N LAWNDALE E dectronic|999|
357 3659 3637 W DIVERSEY s decfrodc 12 12
357 3602 3652 w DIVERSEY n dedrodc 17 17
357 2805 2811 N LAWNDALE E dectronlc|999|
358 820 820 VV MONROE N dedronic|999|
Schedule 5-Page 32
358 840 860 W MONROE N electronic 11 11
358 922 940 W MONROE N electronic 10 10
358 19|99|S SANGAMON E electronic|9 99|
358|99|42 S SANGAMON W electronic 11 11
358 942 962 W MONROE N electronic|999|
358 961 939 W MONROE S electronic 9 9
358 102 134 S SANGAMON w electronic 17 17
358 127 101 S SANGAMON E eleclronlc 14 14
358 937 915 w MONROE S electronic 10 10
358 857 839 w MONROE s electronic 10 10
358 819 801 w MONROE s electronic|999|
359 2204 2210 s LEAVITT w electronic|999|
359 2209 2203 s LEAVITT E electronic|999|
359 2153 2147 s LEAVITT E electronic|999|
359 2150 2156 s LEAVITT , w electronic|999|
359 2223 2203 w CERMAK s eleclronlc|999|
359 2157 2111 w CERMAK s declronic 18 10
359 2057 2009 w CERMAK S dedronic 13 13
359 2004 205O w CERMAK N dectronic 22 22
359 2102 2150 w CERMAK N dectronlc 17 17
359 2218 2224 w CERMAK N dedronic|999|
360 2205 2231 N RACINE E dectronlc 14 14
360 2310 2330 N RACINE W dectronlc 9 9
360 2338 2358 N RACINE W electronic 11 11
381 2658 2611 S WABASH E/W electronic 45 45
362 1708 1718 S ASHLAND W electronic|999|
362 1604 1658 W 18TH ST N dectronlc 20 20
362 1713 1709 S PAULINA E electronic|999|
362 1710 1716 S PAULINA W dectronlc|999|
362 1702 1750 W 18THST N eleclronlc 16 16
.382 1759 1717 w 18THST S electronic 20 20
362 1800 1804 s PAULINA W etedronic|999|
362 1807 1801 s PAULINA E electronic|999|
362 1657 1605 w 18THST S dectronlc 18 18
362 1802 1824 s ASHLAND W dectronlc 10 10
362 1823 1807 s ASHLAND E eleclronlc|999|
382 1545 1503 w 18THST S dectronic 17 17
363 1306 1312 w 18THST N electronic|999|
363 1316 1344 w 18THST N dectronlc 11 11
363 1661 1633 s BLUE ISLAND E electronic 9 9
363 1626 1644 s BLUE ISLAND W electronic|999|
363 1717 1703 s LOOMIS E eleclronlc|999|
383 1712 1720 s LOOMIS W eleclronlc|999|
363 1404 1458 w I8THST N eleclronlc 19 19
363 1502 1548 w 18THST H eleclronlc 19 19
353 1707 1719 s ASHLANO E electronic|999|
364 1436 1452 w 19TH ST N electronic|999|
364 1455 1451 w 19TH ST E dectronlc|999|
364 14S3 1411 YV 18TH ST S electronic 15 15
364 1812 1864 s BLUE ISLAND w dedronic 29 29
Schedule 5-Page 33
364 1900 1928 S GLUE ISLAND W electronic|999|
364 1929 1913 S BLUE ISLAND E electronic|999|
364 1851 1825 s BLUE ISLAND E eleclronlc 25 25
364 1349 1315 w 1BTHST S eleclronlc 14 14
364 1259 1239 w 18THST S electronic 10 10
364 ' 1225 1213 w 1BTHST S eleclronlc|999|
364 1177 1t55 w 18THST S eleclronlc|999|
364 1144 1198 w 1BTHST N eleclronlc|999|
364 1202 1218 w 18THST N eleclronlc|999|
3G4 1232 1252 VV 1BTHST N electronic|999|
36S 2202 2212 s CALIFORNIA W electronic|999|
365 2206 2207 s CALIFORNIA E electronic|999|
365 2755 2735 w CERMAK S electronic 9 9
365 2723 2707 w CERMAK S eleclronlc|999|
365 2659 2659 w CERMAK S eieclronic|999|
365 2620 2650 w CERMAK N eteclronlc 9 9
365 2708 2722 w CERMAK N electronic|999|
365 2736 2750 w CERMAK N electronic|999|
365 2153 2165 s CALIFORNIA E etoclronlc|999|
366 2810 2880 w CERMAK N electronic 26 26
366 2904 2908 w CERMAK N dedronic|999|
366 3008 3020 w CERMAK N dedronic|999|
366 3036 3048 w CERMAK N dectronlc|999|
366 3102 3126 w CERMAK N dectronlc 12 12
366 3134 3142 w CERMAK N dedronic|999|
366 3147 3137 w CERMAK S dectronlc|999|
365 3123 3105 w CERMAK S dectronic|999|
366 3057 3049 w CERMAK S dectronic|999|
366 3019 3007 w CERMAK S dedronic|999|
366 2901 2911 w CERMAK S dedronic|999|
366 2875 2807 w CERMAK S dedronic 26 26
' "367 2602 2608 s KEDVALE W mechanical|999|
367 2611 2607 s KEDVALE E mechanical|999|
367 2604 2610 s KOMENSKY W mechanlcol|999|
367 2611 2603 s KOMENSKY E mechanical S|99|
367 3105 3107|99|KEDVALE E mechanical|999|
367 3052 ' 3048 s KEDVALE W mechanical|999|
367 4157 4133 w 26THST S mechanical 12 12
. 367 4111 4107 VV 26THST s rnechanical|999|
367 4055 4035 VY 26THST s mechanical 11 11
367 4021 4007 w 26THST s mechanical B|99|
367 2604 2650 s PULASKI w ' mechanical 18 18
367 2657 2607 s PULASKI E mechanical 24 24
367 2555 2507 s PULASKI E mechanical 15 15
367 2502 2522 s PULASKI W rnechanical B|99|
367 2536 2550 s PULASKI w mechanical B|99|
367 4012 4024 w 26THST N mechanical|999|
367 4046 4078 w 26TH ST N mechanical 11 11
367 4134 4156 w 26THST N rnechanical 12 12
368 2552 2556 s RIDGEWAY W electronic|999|
Schedule 5-Page 34
369 2559 2547 S SPRINGFIELD E eleclronlc|999|
368 2552 2556 S SPRINGFIELD W electronic|999|
368 2555 2547 S HARDING E eleclronlc|999|
368 2548 2558 S HARDING W electronic|999|
366 2604 2612 S HARDING W electronic|999|
368 2611 2603 S HARDING E eleclronlc|999|
368 2600 2614 S SPRINGFIELD W eledronic|999|
368 2617 2605 S SPRINGFIELD E eledronic|999|
368 2604 2610 s HAMUN w electronic|999|
368 2607 2605 s HAMLIN E eledronic|999|
368 2604 2606 s RIDGEWAY w eledronic|999|
368 3736 3750 w 26TH ST N eleclronlc|999|
368 3804 3824 w 26THST N . eledronic .8|99|
368 3838 3852 w 26THST N dedronic 9 9
368 3902 3924 w 2GTHST N electronic 11 11
368 3930 3960 w 26THST N electronic 11 11
368 3957 3935 w 26THST S eleclronlc 10 10
368 3921 3809 w 28THST s eleclronlc|999|
363 3857 3635 w 26THST s eteclronlc 10 10
368 3823 3809 w 26THST s eledronic|999|
368 3757 3737 w 26THST S eledronic 10 10
369 3721 3707 w 26THST s eleclronlc|999|
369 3655 3635 w 26THST s eleclronlc 10 10
369 3623 3607 w 26THST|99|electronic|999|
369 3555 3535 w 26THST S eleclronlc 11 11
369 2604 2616 s DRAKE w dectronlc|999|
369 3538 3652 w 26THST N dectronlc|999|
369 3602 3624 w 26THST N olectronic 10 10
369 3634 3656 w 26THST N dectronlc 10 10
369 3710 3722 w 26THST N eledronic|999|
370 2550 2558 s CHRISTIANA W electronic|999|
••-370 2555 2553 s HOMAN E electronic|999|
370 2552 2558 s HOMAN W declronic|999|
370 2559 2557 s TRUMBULL E electronic|999|
370 2646 2558 s TRUMBULL W electronic|999|
370 2559 2549 s DRAKE E electronic|999|
370 2615 2601 s DRAKE E eledronic|999|
370 2602 2616 s ST LOUIS W dectronlc|999|
370 2605 2603 s ST LOUIS E dectronlc|999|
370 2602 2614|99|HOMAN W declronic|999|
370 2602 2014 s CHRISTIANA W declronic|999|
370 3334 3350 w 26THST N dedronic|999|
370 3402 3426 w 26THST N dedronic 10 10
370 3436 3448 w 26THST N declronic|999|
370 3502 3522 w 26THST N dedronic 9 9
370 3523 3507 w 26THST s dectronlc|999|
370 34S9 3437 w 26TH ST S dectronlc|999|
370 3427 3405 w 26THST S dectronlc|999|
371 2555 2553 s SAWYER E eleclronlc|999|
371 2555 2551 s SPAULDING E etectronlc|999|
Schedule 5-Page 35
371 2654 2558 S SPAULDING W electronic|999|
371 2511 2509 s CHRISTIANA E electronic|999|
371 2603 2607 s CHRISTIANA E electronic|999|
371 2602 2610 s SPAULDING W eieclronic|999|
371 2613 2601 s SPAULDING E electronic|999|
371 2602 2616 s SAWYER W eleclronlc|999|
371 2603 2615 s SAWYER E electronic|999|
371 3134 3156 w 26THST N electronic|999|
371 2545 2505 s KEDZIE E eleclronlc 12 12
371 2510 2660 s KEDZIE W eleclronlc 20 20
371 3212 3222 w 20THST N eleclronlc|999|
371 323S 3250 w 26THST N eteclronlc|999|
371 3304 3322 w 26TH ST N electronic 10 10
371 3319 3305 w 26THST S electronic|999|
371 3257 3233 w 26TH ST S eleclronlc 11 11
371 3223 3215 w 26THST S electronic|999|
371 3149 3141 w 26THST s eleclronlc|999|
372 2940 2906 w 26THST N electronic 16 16
372 2550 2556 s FRANCISCO w electronic|999|
372 2553 2557 s FRANCISCO E electronic|999|
372 2834 2804 w 26THST N eleclronlc 9 9
372 2542 2536 s CALIFORNIA AV W electronic|999|
372 2535 2819 s ' CALIFORNIA AV E electronic 11 11
372 2554 2536 s CALIFORNIA BLVD W electronic 10 10
372 2530 2512 s CALIFORNIA BLVD W eleclronlc 10 10
372 2509 2525 s CALIFORNIA BLVD E eleclronlc 9 9
372 2531 2651 s CALIFORNIA BLVD E electronic 11 11
373 762 760 N OGDEN W electronic|999|
373 740 734 N OGDEN W eleclronlc '4|99|
373 723 733 N OGDEN E electronic|999|
373 745 751 N OGDEN E electronic|999|
"373" 803 823 N OGDEN E electronic 11 11
373 835 803 N OGDEN E eleclronlc 17 17
373 606 638 N OGDEN W eieclronic 16 16
373 828 810 N OGDEN W electronic 9 9
374 1158 1114 N WELLS w electronic 21 21
374 1002 1018 N WELLS w etectronlc 9 9
374 226 242 W OAK N eleclronlc 9 9
374 251 209 W OAK S eteclronlc 20 20
374 958 944 N WELLS W electronic|999|
374 204 230 W WALTON N electronic 14 14
374 231 205 W WALTON s electronic 9 9
374 930 914 N WELLS W eleclronlc 9 9
374 858 842 N WELLS w electronic|9 9 9|
374 206 228 W CHESTNUT N electronic 10 10
374 207 205 W CHESTNUT S electronic 9 9
374 844 628 N WELLS W eleclronlc 9 9
375 2757 2711 W 26THST S eieclronic 23 23
375 2608 2000 w 20TII0T N eleclronlc 23 23
375 2702 2734 w 26THST N electronic 14 14
Schedule 5-Page 36
376 2604 2660 S CALIFORNIA BLVD W dectronic 29 29
376 2812 3010 S CALIFORNIA BLVD W eleclronlc 73 73
377 2959 2849 S CALIFORNIA BLVD E electronic 36 36
377 2847 2723 S CALIFORNIA BLVD E electronic 42 42
378 2755 2735 W 28TH S electronic 11 11
378 2759 2625 S WASHTENAW E eleclronlc 47 47
378 2621 2603 s WASHTENAW E electronic 10 10
379 2602 2750 s WASHTENAW W eleclronlc 50 SO
379 2708 2734 w 28TH N electronic. 14 14
380 1014 1002 E S3RDST N double bav/elect.|999|
360 1003 1015 E 53ROST S double bay/dect.|999|
380 1428 1406 E 53RD ST tl double bay/ded.|99|11
380 1376 1368 E 53RDST N double bay/ded.|999|
360 1360 1304 E 53ROST N double bay/ded. 10 19
380 1305 1377 E 53RD ST S double bay/eled. 16 32
380 1405 1427 E 53ROST S double bay/ded.|99|11
380 5234 5246 S BLACKSTONE W dectronic|999|
360 5255 5247 s DORCHESTER E eleclronlc|99|S
380 5250 6256 s DORCHESTER W electronic|999|
360 5304 5308 s DORCHESTER W electronic|999|
380 5309 5303 s DORCHESTER E eleclronlc|999|
380 5304 5312 s BLACKSTONE W electronic|999|
381 5304 5344 s LAKE PARK SERVICE DRIVE w declronic 12 12
381 1443 1463 G 53ROST S doublo bayrelecL|99|10
381 5304 5306 S HARPER w eteclronlc|999|
361 1507 1515 E S3RDST S double bay/ded.|999|
381 1517 1529 E 53RDST s double bay/ded.|999|
361 1603 1621 E 53ROST S double bay/ded.|999|
301 1635 1657 E 53RDST s double bay/ded.|99|11
381 1654 1634 E S3RD ST N double bav/eled.|99|11
381 1618 1604 N 63RDST N double bay/eled.|999|
..... 381 1530 1504 E 53ROST N double bav/ded.|99|11
391 5243 6237 S HARPER E electronic|999|
381 1502 1504 E 62ND PLACE N dectronic|999|
381 5224 5242 S HARPER W dectronlc|999|
381 1462 1438 E 63RDST N double bay/ded.|99|12
381 5305 5303 S BLACKSTONE E dedronic|999|
381 5245 6231 s BLACKSTONE E eleclronlc|999|
382 1750 1742 E 55THST N eledronic|999|
382 1656 1634 E 55THST N dectronlc 9 9
382 1824 1602 E 66THST N electronic 12 12
362 1510 1506 E S5THST N dedronic|999|
382 1354 1342 E S5THST N etedronic|999|
382 1505 1527 E S5THST s decuonic|999|
362 5502 G546 S LAKE PARK > W electronic 20 20
382 5543 5501 S LAKE PARK E eledronic 19 19
382 1603 1627 E 55THST S electronic 13 13
382 1634 1549 E 65THST s electronic|999|
382 1741 1751 E 55THST s electronic|999|
382 1303 1335 E 57THST s eleclronlc 12 12
Schedule 5-Page 37
3S2 1334 1318 E 57THST N eleclronlc 9 9
382 1435 1463 E 57TH ST S electronic 9 9
382 1443 1430 E 57THST N electronic S|99|
383 1204 1234 W FULLERTON N electronic 14 14
383 1304 1332 W FULLERTON N electronic 14 14
383 1367 1349 w FULLERTON S electronic 10 10
383 1341 1335 w FULLERTON S electronic|999|
383 1255 1223 w FULLERTON S electronic 17 17
383 1159 1137 w FULLERTON S electronic 12 12
383 1129 1025 YV FULLERTON s eleclronlc 24 24
383 1029 1009 YV FULLERTON S electronic 11 11
383 1002 1030 YV FULLERTON N eleclronlc 17 17
383 1106 1136 VV FULLERTON N etectronlc 9 9
384 3203 3219 Kl MONTICELLO E electronic 9 9
385 102 134 N JEFFERSON YY electronic|999|
385 156 176 N JEFFERSON W eieclronic 9 9
385 202 228 N JEFFERSON VY electronic 10 10
385 304 316 N JEFFERSON W electronic|999|
385 322 326 N JEFFERSON YV eledronic|999|
385|99|33 N JEFFERSON E dectronlc 14 14
385 105 125 N JEFFERSON E electronic 9 9
385 153 183 N JEFFERSON E dectronlc 10 16
385 203 225 M JEFFERSON E declronic 10. 10
385 303 333 N JEFFERSON E dectronlc 11 11
386 403 421 S DESPLAINES E electronic 10 10
386 424 402 s JEFFERSON W eieclronic 12- 12
386 332 306 s JEFFERSON W dectronlc 12 12
386 226 202 s JEFFERSON VV dectronlc|999|
386 148 108 s JEFFERSON . VV declronic 10 10
386 101 133 s JEFFERSON E etedronic 15 15
386 211 219 s JEFFERSON e declronic|999|
386" 221 231 s JEFFERSON E eleclronlc|999|
386 305 337 s JEFFERSON E electronic 11 11
380 403 421|99|JEFFERSON E dectronlc|99 9|
386 418 412 s DESPLAINES W dectronle t|99|
386 628 602 YV TILDEN N electronic 10 10
387 3435 3403 VV GRACE e electronic 17 17
388 7502 7540 S COTTAGE GROVE YV mechanical 17 17
388 7602 7656 s COTTAGE GROVE YV mechanical 21 21
388 7704 7750 s COTTAGE GROVE W mechanical IS 15
388 7747 7711 s COTTAGE GROVE E mechanical 16 16
388 7655 7613 s COTTAGE GROVE E mechanical 9 9
388 7551 7509 s COTTAGE GROVE E mechanlcol 14 14
389 403 423 E 79 S electronic 11 11
389 433 449 E 79 s electronic|999|
389 503 527 E 79 s eleclronlc 12 12
389 535 553 E 79 s declronic 9 9
389 605 621 E 79 s eieclronic|999|
389 637 653 E 79 s eleclronlc 9 9
389 654 634 E 79 N electronic 12 12
Schedule 5-Page 38
3B9 620 608 E 79 N electronic|999|
309 554 536 E 79 N eieclronic|999|
389 524 510 E 79 N eieclronic |99|
389 456 436 E 79 N electronic|999|
389 420 408 E 79 N eieclronic|999|
390 703 727 E 79 S mechanical 12 12
390 735 753 E 79 S mechanical |99|
390 809 827 E 79 s mechanical|999|
390 835 851 E 79 s mechanical r|99|
390 903 927 E 79 s mechanical 10 10
390 650 840 E 79 N mechanical|999|
390 822 808 E 79 N mechanical|999|
390 7855 7815 S COTTAGE GROVE E mechanical 13 13
390 7810 7830 S COTTAGE GROVE W mechanical|999|
390 758 736 E 79 N mechanical 10 10
390 724 708 E 79 N mechanical|999|
391 751 757 E 80 S eleclronlc|999|
391 7918 7950 S COTTAGE GROVE W electronic 13 13
391 8002 8048 S COTTAGE GROVE W electronic 18 18
391 8106 8160 s COTTAGE GROVE W electronic 20 20
391 8159 8111 s COTTAGE GROVE E eteclronlc 13 13
391 8043 8009 s COTTAGE GROVE E electronic 14 14
391 7947 7907 s COTTAGE GROVE E electronic 13 13
392 756 750 E 82 N mechanical|999|
392 747 757 E 82 s mechanical|999|
392 8202 8250 s COTTAGE GROVE w mechanical 20 20
392 756 734 E 83 N mechanical|999|
392 8247 6209 S COTTAGE GROVE E mechanical 17 17
393 509 525 n MILWAUKEE E electronic 9 9
393 540 540 N MILWAUKEE w electronic|999|
393 520 514 N MILWAUKEE W etectronlc|999|
... 394 7902 7909 S EUCLID w mechanical|999|
394 7911 7905 S EUCLID s mechanical|999|
394 7859 7855 S EUCLID E mechanical|999|
394 7858 7858 S EUCLID E mechanical|999|
394 7854 7850 S RIDGEWAY W mechanical|999|
394 1711 1725 E 79 s mechanical e|99|
394 1829 1853 S 79 s mechanical 13 13
394 1905 1925 E 79 s mechanicat 11 11
394 1941 1951 E 79 s mechanical|999|
394 1956 1936 . E 79 N mechanical 9 9
394 1922 1914 E 79 N mechanical|999|
394 1854 1832 E 79 N mechanical 11 11
394 1810 1810 E 79 N mechanical|999|
394 17S4 1736 E 79 N mechanical|999|
394 1726 1718 E 79 N mechanical|999|
395 1739 1757 E 71 S eleclronlc 9 9
395 1835 1851 E 71 S electronic|999|
395 1853 1669 E 71 S electronic|999|
395 1923 1953 E 71 S electronic 12 12
Schedule 5-Page 39
395 1730 1748 S 71 N etectronlc|999|
395 1808 1812 E 71 N electronic|999|
395 1834 1038 E 71 N eledronic|999|
395 1918 1928 E 71 N eleclronlc|999|
395 1934 1946 E 71 N declronic|999|
396 2117 2121 E 71 S electronic|999|
396 2137 2153 E 71 S dectronlc|999|
398 2014 2022 E 7t N dedronic|999|
396 2036 2056 E 71 N eledronic a|99|
396 2110 2124 E 71 N eledronic|999|
396 2142 2156 E 71 N electronic|999|
397 1170 1170 N MILWAUKEE W dedronic|999|
397 1152 1114 N MILWAUKEE W electronic 16 16
397 1078 1060 N MILWAUKEE W electronic 9 9
397 1034 1008 N MILWAUKEE W dectronic 14 14
399 7909 7903 S PHILLIPS E electronic|999|
399 7902 7908 S ESSEX W eledronic|999|
399 7905 7905 s ESSEX E electronic|999|
399 7902 7908 s KINGSTON W electronic|999|
399 7909 7901 s KINGSTON E eieclronic|999|
399 7902 7908 s COLFAX w dedronic|999|
399 7850 7858 s COLFAX W electronic|999|
399 7855 7849 s KINGSTON E electronic|999|
399 7848 7854 s KINGSTON W dedronic|999|
399 7857 7849 s ESSEX E dedronic|999|
399 7856 7846 s ESSEX W declronic|99|. 5
399 2409 2421 E 79 S dedronic|999|
399 2435 2451 E 79 S dectronlc|999|
399 2501 2523 E 79 S dedronic|999|
399 2537 2551 E 79 S dedronic|999|
399 2656 2534 E 79 N dectronlc 10 10
""399" 2522 2508 E 79 N declronic|999|
399 2456 2440 E 79 N dectronlc a|99|
399 2422 2406 E 79 N dectronlc|999|
402 9051 9043 S HOUSTON E dedronic|999|
402 9040 9046 S HOUSTON W doctronic|999|
402 8902 8952 s COMMERCIAL W dedronic 24 24
402 9002 9056 s COMMERCIAL w dedronic 25 25
402 2950 2938 E 91 N dectronlc 11 11
402 2939 2961 E 91 S dectronlc 10 10
402 3005 3031 E 91 S declronic 10 10
402 3010 3024 E 91 N eleclronlc|999|
402 9053 9011 S COMMERCIAL E dectronlc 20 20
402 8955 8907 S COMMERCIAL E dedronic 22 22
403 2962 2646 E 92 N eledronic|999|
403 3003 3011 E 92 S dedronic S|99|
403 3026 3012 E 92 N dedronic|999|
403 9200 9208 S HOUSTON W etectonlc|999|
403 9209 9201 S HOUSTON E dectronic|999|
403 9103 9111 s HOUSTON E dedronic|999|
Schedule 5-Page 40
403 9104 9112 S HOUSTON W eledronic|999|
403 9142 9150 S HOUSTON w dedronic|999|
403 9104 9146 S COMMERCIAL w dedronic 12 12
403 9151 9143 S EXCHANGE E eleclronlc|999|
403 9107 9151 S COMMERCIAL E eteclronlc 19 19
404 9202 9208 S SOUTH CHICAGO W declronic|999|
404 9248 9240 S EXCHANGE w eledronic|999|
404 9239 9237 S EXCHANGE E electronic|999|
404 9262 9268 S SOUTH CHICAGO W eleclronlc|999|
404 9302 9330 S SOUTH CHICAGO E eleclronlc 13 13
404 9345 9305 S SOUTH CHICAGO E eledronic 12 12
404 9275 9269 S SOUTH CHICAGO E electronic|999|
404 9243 9219 s COMMERCIAL E eleclronlc 9 9
404 9204 9222 s COMMERCIAL W decfrortc 10 10
404 9255 8223 s SOUTH CHICAGO E eieclronic 13 13
40S 1950 1938 E 87 N eleclronlc|999|
405 1924 1906 E 87 N eleclronlc|999|
405 1658 1834 E 87 N electronic 10 10
405 1820 1818 E 87 N electronic|999|
405 1750 1704 E ' 87 N dectronlc 17 17
405 1654 1608 E 87 N electronic 16 16
405 1540 1518 E 87 N electronic|999|
405 1509 1519 E 87 S electronic|999|
405 1535 1541 E 87 S electronic|999|
405 1609 1651 E 87 s dedronic 16 16
405 1701 1743 E 87 S electronic 16 16
405 1807 1831 E 87 S declronic io' 10
405 1841 1855 E 87 S electronic|999|
405 1903 1919 E 87 S olectronic|999|
405 1935 1947 E 87 S eleclronlc|999|
400 4830 4850 W FULLERTON N electronic 11 11
~~ -. 406 4912 4948 w FULLERTON N electronic 12 12
406 5006 5052 w FULLERTON N electronic 14 14
406 6102 6144 YV FULLERTON N dectronlc 17 17
406 5153 5113 YV FULLERTON S electronic 18 16
406 5053 5015 YV FULLERTON S dectronic 17 17
408 4913 4957 VV FULLERTON S electronic 20 20
406 4849 4845 YV FULLERTON S electronic|999|
407 3812 3802 N CLARK W eleclronlc|999|
407 1216 1209 YV GRACE N eieclronic|999|
407 3736 3732 N RACINE S olootronlo|999|
407 3738 3708 N CLARK W electronic 16 18
407 1102 1108 VV WAVELAND N eieclronic|999|
407 1105 1103 YV WAVELAND S electronic|999|
407 3659 3652 N CLARK W eledronic|999|
407 1102 1106 YV PATTERSON N electronic|999|
407 1107 1105 YV PATTERSON S electronic|999|
40T 3630 3614 N CLARK W eleclronlc|999|
407 3717 3749 N CLARK E dectronlc|999|
407 3751 3753 N CLARK E etectronlc|999|
Schedule 5-Page 41
407 3811 3811 H CLARK E declronic|999|
408 11104 11122 S MICHIGAN W etedronic 10 10
408 11136 11148 s MICHIGAN w electronic|999|
408 11204 11222 s MICHIGAN w electrode 10 10
408 11236 11248 s MICHIGAN w electronic|999|
408 11255 11235 s MICHIGAN E ¦ electronic|999|
408 11223 11211 s MICHIGAN E electronic|999|
408 11165 11131 s MICHIGAN E electronic 11 11
408 11121 11107 s MICHIGAN E electronic|999|
408 36 X E 111 N eleclronlc|999|
408 20 14 E 111 N eleclronlc|999|
408 11045 11037 s STATE E etedronic|999|
408 11035 11031 s STATE E - eteclronlc|999|
408|99|11 E 111 S electronic|999|
408 31 33 E 111|99|electronic|999|
409 11451 11431 S MICHIGAN E ' electronic 10 10
409 11421 11405 s MICHIGAN E electronic|999|
409 11359 11333 s MICHIGAN E eteclronlc' 12 12
409 11321 11309 s MICHIGAN E electronic|999|
409 11302 11324 s MICHIGAN W electronic 10 10
409 11336 11352 s MICHIGAN w electronic|999|
409 11404 11420 s MICHIGAN w electronic'|999|
. 410 3603 3649 N WESTERN E electronic 15 15
410 3634 3614 N WESTERN w electronic 10 10
411 2763 2771 N ELSTON E electronic|999|
411 2815 2825 N WESTERN E electronic|999|
411 2807 2811 N ELSTON E dectronlc|999|
411 2812 2808 N ELSTON w dectrodc|999|
411 2404 2412 W DIVERSEY N eledronic|999|
411 2803 2813 N ROCKWELL E electrode|999|
411 2419 2411 VV DIVERSEY S electrode'|999|
'411 2738 2734 N WESTERN w dectrodc|999|
411 2733 2741 N WESTERN E dectrodc|999|
411 2778 2722 N ELSTON W electrode 10 10
412 4820 4840 W DIVERSEY N dectrodc 10 10
412 4002 4944 W DIVERSEY N dectrodc 20 20
412 4957 4911 W DIVERSEY S electrode 20 20
412 4857 4821 VV DIVERSEY ' S electrode 17 17
413 5946 5950 W BELMONT N electrode|999|
413 6002- 6046 w BELMONT N electrode 20 20
413 6053 6013 w BELMONT S dedrodc 23 23
413 5957 5935 w BELMONT S dectronlc 9 9
414 107 335 N COLUMBUS E Pay & Display|99|16
414 338 328 N COLUMBUS W dectronlc S|99|
414 205 229 N COLUMBUS E electronic 9 9
414 231 247 N COLUMBUS E dedrodc 9 9
414 204 222 N COLUMBUS W electronic|999|
414 236 254 N COLUMBUS w eleclronlc e|99|
414 311 363 E RANDOLPH s Pay S Display|99|21
418 1529 1523 N VICTORIA w mechadcal|999|
Schedule 5-Page 42
418 5807 5825 N. CLARK E mechanical|999|
418 5905 5925 N CLARK E mechanical 10 10
418 5951 5959 N CLARK E mechanical|999|
418 6001 6017 N CLARK E mechanical|99|B
418 6025 6029 N CLARK E mechanical|999|
418 6044 6002 N CLARK W mechanical 13 13
418 S974 5968 N CLARK w mechanical|999|
418 5934 5906 N CLARK w mechanical 13 13
418 5844 5446 N CLARK w mechanical . 17 17
419 7981 7917 S HALSTED E mechanical 12 12
419 751 739 w 79 S mechanical|999|
419 738 750 w 79 N mechanical|999|
419 7847 7809 s HALSTED E mechanical 17 17
419 7650 7852 s HALSTED W mechanical|999|
419 7904 7942 s HALSTED W mechanical 15 • 15
423 2761 2735 w PETERSON s etectronlc|999|
423 2725 2711 w PETERSON S electronic|999|
423 2655 2635 w PETERSON s eleclronlc 11 11
423 2625 2611 w PETERSON s electronic|999|
423 2555 2535 w PETERSON s declronic 11 11
423 2525 2513 w PETERSON s doctronic|999|
423 2459 2437 w PETERSON s dectronlc 9 9
423 2419 2415 w PETERSON s dectronlc|999|
425 3554 3502 N SOUTHPORT w dectronlc 21 21
425 1404 1408 N CORNELIA N dectronic|999|
425 1409 1403 N CORNELIA s dectronlc|999|
425 3454 3402 N SOUTHPORT w dectronlc 23 23
425 1404 1412 W ROSCOE N dectronic|999|
425 1413 1403 W ROSCOE|99|dedronic|999|
'425 3354 3354 N SOUTHPORT W dectronic|999|
425 3320 3322 N SOUTHPORT W dectronlc|999|
425 1404 1408 W SCHOOL N dectronic|999|
425 1412 1408 W SCHOOL N dectronic|999|
425 3236 3236 N SOUTHPORT W dectronic|999|
425 3204 3210 N SOUTHPORT W dectronlc|999|
425 3205 3209 N SOUTHPORT E declronic|999|
425 3321 3321 N SOUTHPORT E declronic|999|
425 1347 1357 W HENDERSON s dedronic|999|
425 1356 1352 W HENDERSON N dectronlc|999|
426 333S 3353 N SOUTHPORT E dedronic 11 11
425 1355 1347 W ROSCOE|9 9|dectronlc|999|
425 1352 1356 VV ROSCOE N dectronic|99|• 3
425 3405 3425 N SOUTHPORT E dedronic 9 9
425 1357 1355 N NEWPORT s dectronic S|99|
425 3439 3455 N SOUTHPORT E dectronic|999|
425 3511 3555 N SOUTHPORT E dedronic 16 16
425 1344 1352 W NEWPORT N dectronlc|999|
428 553 549 W MELROSE S eledronic|999|
426 557 557 VV BRIAR PLACE s dedronic t|99|
428 554 552 w BRIAR PLACE N electronic|999|
Schedule 5-Page 43
426 608 612 VV UKIAK HLACE N elect utile|999|
426 613 605 w BRIAR PLACE S electronic|999|
426 3119 3135 N BROADWAV E electronic 9 9
426 3141 3171 N BROADWAY E eieclronic 11 11
426 3209 3231 N BROADWAY E electronic 12 12
426 3230 3202 N BROADWAY W electronic 10 10
426 602 650 W BELMONT N eteclronlc 16 16
426 611 603 W BELMONT S eleclronlc|999|
426 3168 6156 N BROADWAY W electronic|999|
426 3142 3118 N BROADWAY W electronic 10 10
427 941 849 W BELMONT S eieclronic 18 18
427 017 805 W BELMONT s electronic|999|
427 808 828 W BELMONT N eleclronlc|999|
427 850 930 W BELMONT N eledronic 16 16
426 3203 3211 N LAKEWOOD E electronic|999|
428 3212 3206 N LAKEWOOD W olectronic|999|
428 1212 1244 W BELMONT N eledronic 11 11
428 1306 1354 W BELMONT N electronic 19 19
428 1402 1460 W BELMONT N electronic 21 21
429 2805 2809 N KOSTNER E- electronic|999|
429 2804 2804 N KOSTNER W dectronlc|999|
429 4334 4346 W DIVERSEY N electronic|999|
429 4402 4422 VY DIVERSEY N eledronic 11 11
429 4432 4448 W DIVERSEY N dectronlc|999|
429 4459 4423 W DIVERSEY S electronic 11 11
430 6261 6259 s SPRINGFIELD E mechanical|999|
430 6259 8251|99|KOMENSKY E mechanical|999|
430 6250 5256 S KOMENSKY W mechanical|999|
430 6304 6310 S KOMENSKY W mechanical|999|
430 6305 6303 S KOMENSKY E mechanical|999|
430 3902 3948 w 63RD ST N mechanical 17 17
""430"' 4008 4026 VV 63RDST N mechanical 10 10
430 4019 4007 YV 63RDST S mechanical|999|
430 3049 3911 VV 63RDST S mechanical 13 13
431 5559 5553 VY 63RD PLACE S declronic|999|
431 5550 5556 W 63RD PLACE N dectronlc|999|
431 6265 6255 s PARKSIDE E dectronlc|999|
431 6254 6272 s PARKSIDE W dectronic 9 9
431 6250 6256 S MASSASorr W dectronlc|999|
431 6257 6261 S MENARD E dedronic|999|
431 6250 6256 S MENARD W dectronlc|999|
431 5751 5745 w 63RDST S dectronlc|999|
431 5715 5709 YV 63RDST S electronic|999|
431 5649 5633 VV 63RDST|99|eledronic 9 9
431 5625 5619 W 63RDST S dectronlc|999|
431 5602 5626 W 63RD3T N declronic|999|
431 5636 5648 W 63RDST N dedronic|999|
431 5726 5752 VV 63RDST N declronic|999|
432 2377 2381 N NORDICA E ¦ dectronlc|999|
432 2416 2410 N NEVA W dedronic|999|
Schedule 5-Page 44
432 7183 7161 W GRAND S electronic 12 12
432 7139 7103 W GRAND S etectronlc 15 15
432 7039 7011 W GRAND S electronic 14 14
432 7010 7036 W GRANO N eteclronlc|999|
432 7102 7142 W GRANO N etectronlc 15 15
432 7148 7182 w GRAND N electronic 18 18
433 2403 2411 N LOWELL E eieclronic 9 9
433 2305 2327 N CICERO E eieclronic|999|
433 2331 2343 N CICERO E eleclronlc|999|
433 4735 4741 VY FULLERTON S etectronlc|999|
433 4738 4756 VY FULLERTON N etedronic|999|
433 2417 2425 N CICERO E electronic|999|
433 2410 2420 N CICERO W eleclronlc e|99|
433 4802 4808 VV FULLERTON N eleclronlc|999|
433 2342 2336 N CICERO W eledronic|999|
433 2324 2312 N CICERO W electronic|999|
433 4210 4216 W FULLERTON N electronic|999|
433 4234 4246 VV FULLERTON N eleclronlc|999|
433 4302 4322 VV FULLERTON N electronic 9 9
433 4357 4337 VV fullerton' S eleclronlc 11 11
433 4323 4307 w FULLERTON S electronic 9 9
433 4257 4243 VY FULLERTON S eleclronlc|999|
433 4225 4211 YV FULLERTON s electronic B|99|
434 2405 2411 N AVERS E electronic|999|
434 2410 2404 N AVERS W electronic|999|
434 2401 2409 N SPRINGFIELD|99|electronic|999|
434 2408 2404 N SPRINGFIELD . W electronic|99|¦ ¦ ¦ ¦ j
434 2356 2350 N SPRINGFIELD W electronic|999|
434 2349 2365 N SPRINGFIELD E electronic|999|
434 2356 2354 N AVERS W electronic|99|¦ 2
434 2349 2353 N AVERS E electronic|999|
434 3806 3824 W FULLERTON N electronic|999|
434 3836 3848 YV FULLERTON N eleclronlc|999|
434 3904 3922 YV FULLERTON N electronic|999|
434 3940 3952 YV FULLERTON N electronic|999|
434 4011 4007 YV FULLERTON S electronic|999|
434 3951 3939 YV FULLERTON S electronic|999|
434 3921 3911 YY FULLERTON S dedronic|999|
434 3857 3835 YV FULLERTON S electronic 10 10
434 3825 3811 W FULLERTON S electronic|999|
435 2405 2411 N MONTICELLO E etedronic|999|
435 2410 2404 M MONTICELLO YV dectronlc|999|
435 2403 2409 N RIDGEWAY E dectronic|999|
435 2406 2404 N RIDGEWAY W etedronic|999|
435 2405 2411 N HAMLIN E dectronlc|999|
435 2410 2404 N HAMLIN W eledronic|999|
435 2358 2356 N RIDGEWAY W electronic|999|
435 2353 2357 N RIDGEWAY E dectronlc|999|
435 2356 2352 N LAWNDALE W electrode|999|
435 2351 2357 N LAWNDALE E eleclronlc|999|
Schedule 5-Page 45
435 2356 2350 N MONTICELLO W electronic ¦ 4|99|
435 2341 2359 N MONTICELLO E electronic 10 10
435 3602 3614 W FULLERTON N eieclronic|999|
435 3636 3648 w FULLERTON N eieclronic|999|
435 3702 3716 w FULLERTON N electronic|999|
435 3734 3748 W FULLERTON N electronic|999|
435 3757 3741 W FULLERTON S electronic|999|
435 3725 3709 VY FULLERTON S electronic|999|
435 3655 3635 w FULLERTON S electronic|999|
435 3621 3611 w FULLERTON S electronic|999|
436 2350 2344 N CENTRAL PARK W electronic|999|
436 2347 2359 N CENTRAL PARK E eieclronic|999|
436 2358 2336 N ST LOUIS W etectronlc . 10 10
436 2335 2359 N ST LOUIS E electronic 11 11
436 2405 2409 N SAWYER E electronic|999|
436 2418 2410 N SAWYER W electronic|999|
436 2403 2409 N SPAULDING E electronic|999|
436 2408 2402 N SPAULOING W electronic|999|
436 2405 2411 N BERNARD E electronic|999|
436 2410 2402 N BERNARD W electronic|999|
436 2405 2411 N CENTRAL PARK E electronic|999|
436 3577 3557 VY FULLERTON S electronic 9 9
436 3533 3509 W FULLERTON S olectronic|999|
438 3433 3407 VY FULLERTON S eleclronlc 11 11
438 3327 3311 W FULLERTON s electronic|999|
438 3207 3249 w FULLERTON s eieclronic|999|
436 3233 3207 w FULLERTON s electronic|999|
436 3210 3238 w FULLERTON N electronic 13 13
43S 3254 3272 w FULLERTON N electronic|999|
436 3304 3318 VY FULLERTON N electronic|999|
435 3404 3410 VV FULLERTON N electronic|999|
436" 3432 3450 W FULLERTON N electronic|999|
436 3504 3516 w FULLERTON N electronic|999|
436 3536 3548 VY FULLERTON N electronic|999|
437 754 762 W ALDINE N electronic|999|
437 3305 3325 N HALSTED E doublo bavfctcd.|999|
437 759 753 VV BUCKINGHAM s eleclronlc|999|
437 752 768 w BUCKINGHAM N electronic|999|
437 3339 3349 N HALSTED E double bav/elecl.|999|
437 769 755 W ROSCOE S electronic|999|
437 754 756 w ROSCOE N electronic|999|
437 3417 3447 N HALSTED E doublo bay/alccL|99|13
437 757 755 W CORNELIA S etectronlc|999|
437 3503 3523 N HALSTED E double bay/eled.|99|11
437 3531 3545 N HALSTED E double bay/decl.|999|
437 3546 3512 N HALSTED W double bay/ded.|99|11
437 609 803 VV CORNELIA s electronic|999|
437 3452 3436 N HALSTED w double bav/elect.|999|
437 802 806 VV NEWPORT N electronic|999|
437 611 803 w NEWPORT S electronic|999|
Schedule 5-Page 46
437 3422 3408 N HALSTED W double bay/ded.|99|a
437 802 806 W ROSCOE N dectronic|999|
437 80S 803 W ROSCOE S dectronlc|999|
437 3380 3340 N HALSTED W double bay/ded.|999|
437 802 808 VV BUCKINGHAM N declronic|999|
437 809 803 VV BUCKINGHAM S dedronic|999|
437 3322 3312 N HALSTED E double bay/ded.|999|
437 802 806 W ALDINE N dedronic|999|
437 811 803 W ALDINE S dedronic|999|
438 2005 2009 N BISSELL S dedronic|999|
438 2012 2004 N BISSELL N dedronic|999|
438 2003 2011 N SHEFFIELD E dedronic|999|
438 2008 2004 N SHEFFIELD W dectronlc|999|
438 804 80S W ARMITAGE N dectronlc|999|
438 808 828 W ARMITAGE N dedronic|999|
438 83S 850 W ARMITAGE N dedronic|999|
438 902 924 VV ARMITAGE N dectronlc|9 99|
438 936 952 VV ARMITAGE N dedronic|999|
438 1004 1022 w ARMITAGE N dectronlc 9 9
438 1116 1134 VV ARMITAGE N dedronic|999|
438 1148 1170 VV ARMITAGE N dedronic 10 10
438 1175 1113 w ARMITAGE S declronic 20 20
438 1019 1011 w ARMITAGE S dedronic|999|
438 951 937 w ARMITAGE S dectronlc|999|
438 925 917 w ARMITAGE S dectronlc|999|
438 659 835 w ARMITAGE S dedronic 9 9
438 823 811 w ARMITAGE S dedrodc|999|
439 484 484 w ROSLYN PLACE N dectronlc|999|
439 46S 405 w ARLINGTON S dectronlc|999|
439 464 464 VV ARLINGTON N dedronic|999|
439 545 S45 w DEMING PLACE S dedronic|999|
439 610 614 w WRIGHTWOOD N dedronic|999|
439 603 605 w WRIGHTWOOD S doctronic|999|
439 2305 2359 N CLARK E double bay/ded. 11 21
439 2407 2447 N CLARK E double bay/ded.|999|
439 2411 2449 N CLARK E doublo bay/ded.|99|16
439 2471 2475 N CLARK E double bay/ded.|999|
439 2501 2603 N CLARK E double bay/ded.|999|
439 2533 2559 N CLARK E double bay/ded.|99|11
439 2668 2540 N CLARK W double bay/dect|99|(5
439 2518 2466 N CLARK W double bav/ded.|99|12
439 2440 2416 N CLARK W double bay/ded.|999|
439 2418 2420 N CLARK w doublo bay/eled.|99|12
439 2360 2306 N CLARK w doubla bay/ded. 11 22
440 522 542 VV DRUMMOND N dectronic 9 9
440 537 519 w DRUMMOND s electronic 10 10
440 2733 2739 N LEHMAN CT E dedrodc|999|
440 802 608 W SCHUBERT N dectronlc|999|
440 602 610 W DRUMMOND N declronic|999|
440 603 605 VV DRUMMOND S dedronic|999|
Schedule 5-Page 47
440 2619 2663 N CLARK E double baY/etecL|99|13
440 2747 2735 N CLARK E double bay/eled.|99|13
440 2746 2728 N CLARK W double bayfelecL|99|11
440 2710 2632 N CLARK W double bay/elecL 10 20
440 2636 2628 N CLARK W double bay/elecL|999|
441 3038 3014 N CLARK w electronic 11 11
441 706 710 W WELLINGTON N electronic|999|
441 29SS 2942 N CLARK W eleclronlc|999|
441 702 706 W OAKDALE N electronic|999|
441 2918 2860 N CLARK W eieclronic 10 10
441 2860 2848 N CLARK W electronic|999|
441 2809 2871 N CLARK E electronic 21 21
441 2903 2921 N CLARK E electronic 10 10
441 663 659 W OAKDALE S electronic|999|
441 662 666 W OAKDALE N electronic|999|
441 2921 2957 N CLARK E electronic 13 13
441 3005 3043 N CLARK E electronic 15 15
441 747 741 W BARRY S electronic|999|
442 3127 3127 N HALSTED E electronic ,|99|
442 3149 3163 N HALSTED E double bay/etoci.|999|
442 755 749 W BELMONT S electronic|999|
442 3205 3231 N HALSTED E double bay/elecL 9
442 752 760 W MELROSE N electronic|999|
442 3247 3245 N HALSTED E double bay/elecL |99|
442 3256 3212 N HALSTEO W double bay/elecL 11 21
442 3152 3126 N HALSTED W double bay/elccl.|99|14
442 3137 3169 N CLARK E electronic 13 13
442 3182 3152 N CLARK W electronic 15 15
442 822 830 W FLETCHER N electronic|999|
442 837 825 W "FLETCHER S electronic|999|
442 3128 3110 N CLARK W etectronlc 9' 9
442 " 802 820 W BARRY N electronic 10 10
442 815 803 W BARRY S eleclronlc|999|
443 950 952 w ROSCOE N electronic|999|
443 865 861 w ALDINE S electronic|999|
443 070 872 w BUCKINGHAM N eieclronic|999|
443 967 949 w NEWPORT S eleclronlc S|99|
443 948 954 w NEWPORT N eledronic|999|
443 1002 1010 w NEWPORT N electronic|999|
443 1011 1005 w NEWPORT S eledronic|999|
443 3403 3409 N SHEFFIELD E electronic|999|
443 3420 3404 N SHEFFIELD w electronic 9 9
443 953 949 W ROSCOE S eledronic|999|
443 908 914 W SCHOOL N electronic|999|
443 913 905 W SCHOOL S etectronlc|999|
443 3205 3261 N CLARK E electronic 26 26
443 3305 3323 N CLARK E eledronic 9|99|
443 3335 3349 N CLARK E eleclronlc|999|
443 3403 3419 N CLARK E eledrodc|999|
443 949 957 W ADDISON S eledrodc|999|
Schedule 5-Page 48
443 932 934 W ADDISON N eleclronlc|999|
443 3412 3408 N CLARK W eledronic|999|
443 3348 3328 N CLARK W electronic 9 9
443 3324 3310 N CLARK W electronic|999|
443 3266 3208 N CLARK W decfronlc 25 25
443 3437 3439 N SHEFFELD E etectronlc|999|
443 3443 3436 N SHEFFIELD W electronic|999|
444 3052 3038 M WILTON W electronic 9 9
444 958 950 W WELLINGTON N electronic|999|
444 957 951 W NELSON S electronic|999|
444 950 9S6 W NELSON N declronic|999|
444 3156 3120 N SHEFFIELD W dectronlc 17 17
444 3022 3002 N SHEFFIELD W dectronlc 11 11
444 2954 2956 N SHEFFIELD W dectronic|999|
444 3003 3023 N SHEFFIELD E electronic 10 10
444 3051 3055 N SHEFFIELD E electronic|999|
444 3131 3139 N SHEFFIELD E dectronlc|999|
445 3149 3157 N CLIFTON W etectronlc|999|
445 3158 3150 N SEMINARY W eleclronlc|999|
445 3155 3159 N SEMINARY E electronic|999|
445 3156 3150 N KENMORE W electronic|999|
445 3149 3153 N KENMORE E eleclronlc|999|
445 3205 3211 N KENMORE E declronic|999|
445 3212 3206 N KENMORE W electronic|999|
445 3203 3209 N SEMINARY E electronic|999|
445 3210 3204 N SEMINARY W declronic|999|
445 3203 3211 N CLIFTON E dectronlc|999|
•445 3206 3202 N CLIFTON W electronic|999|
445 1155 1135 ¦ W BELMONT S electronic|999|
445 1125 1107 W BELMONT s dectronlc|999|
445 1055 1033 W BELMONT s electronic 10 10
~-445. 1021 1013 w BELMONT s electronic|999|
445 1028 1010 w BELMONT N electronic|999|
445 1044 1052 w BELMONT N dectronlc|999|
445 1102 1116 w BELMONT N declronic|999|
445 1134 1156 w BELMONT N eledronic 9 9
446 552 554 w MELROSE N electronic|999|
446 561 559 w ALDINE s electronic|999|
446 552 554 VV ALDINE N dectronic|999|
446 559 557 w ROSCOE s electronic|999|
446 558 558 w ROSCOE N electronic|999|
446 633 629 VV STRATFORD s eleclronlc|999|
446 641 639 w CORNELIA s eteclronlc|999|
446 649 647 w CORNELIA N electronic|999|
446 616 618 VV ROSCOE N eleclronlc|999|
446 60S 607 w ROSCOE S dectronic|999|
446 606 610 w BUCKINGHAM N eledronic|999|
446 609 603 w BUCKINGHAM S electronic|999|
446 604 606 w ALDINE N electronic|999|
446 3243 3265 N BROADWAY E dectronic|999|
Schedule 5-Page 49
446 3313 3331 N BROADWAY E electronic 10 10
446 3403 3425 N BROADWAY E electronic 11 11
446 3437 3455 N BROADWAY E electronic|999|
446 3465 3473 N BROADWAY E electronic .|999|
446 3458 3438 N BROADWAY W electronic 10 10
446 3358 3340 N BROADWAY W eleclronlc 9 9
446 3326 3308 N BROAOWAY W electronic|999|
447 752 760 W WAVELAND N electronic|999|
447 767 743 W WAVELAND S eleclronlc|999|
447 3768 3750 N HALSTED W doublo bav/elecl.|999|
447 3728 3702 N HALSTED W double bay/elecL|99|10
447 3658 3628 N HALSTED W double bav/elect.|999|
447 3601 3647 N HALSTED E double bay/elect.|99|11
447 3705 3729 N HALSTED E double bayfclcct.|99 9|
447 3735 3755 N HALSTED E double bav/elect.|99|10
447 3553 3555 N BROADWAY E electronic|999|
447 3605 3839 N BROADWAY E electronic 12 12
447 3643 3647 N BROADWAY E electronic|999|
447 3705 3755 N BROADWAY E electronic . . 19 19
447 3764 3710 N BROADWAY W electronic 16 16
447 3658 3610 N BROAOWAY W electronic 21. 21
447 3564 3544 N BROADWAY W electronic 10 10
448 831 811 W SHERIDAN N electronic . 13 13
448 814 814 VY IRVING PARK N electronic 1,|99|
448 832 940 YV IRVING PARK N electronic 19 19
448 805 037 YV GRACE S electronic 15 16
448 3803 3841 N BROADWAY E eleclronlc 13 13
448 3927 3953 N BROADWAY E electronic 12 12
448 4003 4029 N BROADWAY E electronic 13 13
448 4026 4006 N BROADWAY W eleclronlc|999|
448 931 901 VV IRVING PARK S electronic 15 15
" ~44B 849 645 VY IRVING PARK s eleclronlc|999|
448 3954 3942 N BROADWAY W eleclronlc|999|
448 3926 3914 N BROADWAY w eieclronic|999|
448 3632 3602 N BROADWAY w electronic 15 15
448 3912 3912 N BROADWAY w electronic|999|
449 2262 2216 N CLARK w etedronic 12 24
449 2233 2233 N CLARK E dedronic 10 18
450 4411 4449 N CLARK E dectronlc 19 19
450 4507 4551 N CLARK E dedronic 20 20
450 4605 4655 N CLARK E dedronic 24 24
450 4650 4606 N CLARK W dectronlc '. 19 19
450 4558 4506 N CLARK w dectronlc 17. 17
450 4448 4408 N CLARK w dedronic 21 21
451 4405 4411 N WOLCOTT E dedronic . .|999|
451 1804 1832 YV MONTROSE N dectronlc 10 10
451 1904 1924 W MONTROSE N dedronic|999|
451 1940 1960 W MONTROSE N dedronic 9 9
451 2017 2015 W MONTROSE S dedronic|999|
451 1969 1959 VY MONTROSE S dectronlc|999|
Schedule 5-Page 50
451 1929 1901 W MONTROSE S electronic 11 11
451 1833 1825 W MONTROSE S electronic|999|
451 1611 1805 W MONTROSE S electronic|999|
451 1608 1628 W MONTROSE N electronic|999|
451 1639 1611 W MONTROSE S electronic 10 10
451 4405 4409 N DAMEN E electronic|999|
451 4354 4350 N DAMEN W electronic|999|
451 4345 4349 N DAMEN E electronic|999|
452 3811 -3823 N SOUTHPORT E electronic|999|
452 3937 3947 N SOUTHPORT E electronic|999|
452 3952 3942 N SOUTHPORT W electronic|999|
452 3760 3702 N SOUTHPORT w electronic 22 22
452 3656 3604 N SOUTHPORT w electronic 20 20
452 3905 3951 N ASHLAND E electronic 18 18
452 3948 3910 N ASHLAND w electronic 16 16
452 3611 3603 N ASHLAND E electronic|999|
452 3615 3655 N SOUTHPORT E eieclronic 14 14
452 3703 3753 N SOUTHPORT E electronic 16 16
462 3551 3527 n ASHLAND|9 9|electronic 10 10
452 3525 3517 n ASHLAND e eleclronlc|999|
453 3805 3831 N LINCOLN E electronic 13 13
453 3041 3861 N LINCOLN E eieclronic 10 10
453 3903 3929 N LINCOLN E eleclronlc 10 10
453 3939 3953 N LINCOLN E electronic|99|a
453 3960 3934 N DAMEN W electronic 10 10
453 3903 3945 N DAMEN E eleclronlc|999|
453 3958 3908 N LINCOLN W electronic 21 21
453 3864 3840 N LINCOLN W eieclronic 13 13
453 3828 3812 N LINCOLN w eleclronlc|999|
453 1933 1935 W LARCHMENT s declronic|999|
463 1936 1936 W LARCHMENT N electronic|999|
454 4007 4011 N WOLCOTT E declronic|999|
454 4012 4004 N WOLCOTT W dectrodc|999|
454 3950 3952 N WOLCOTT W dectrodc|999|
454 3951 3957 N WOLCOTT E dectrodc|999|
454 1804 1842 VV IRVING PARK N eleclronlc 9 9
454 1902 1952 W IRVING PARK N dectronlc 21 21
454 2010 2046 W IRVING PARK N electronic 12 12
454 2104 2152 W IRVING PARK N electronic 9 9
454 2157 2141 w IRVING PARK s electronic|999|
454 2123 2057 2105 w IRVING PARK S electronic|999|
464 2037 w IRVING PARK S electronic|999|
454 2023 2009 w IRVING PARK S ' dectronlc|999|
454 1947 1911 w IRVING PARK s electronic 16 16
454 1851 1803 VV IRVING PARK S electrode 18 18
455 2010 2024 w CUYLER N dectronlc|999|
455 2019 2013 w CUYLER S electronic|999|
455 4126 4110 N LINCOLN w dectrodc 9 9
455 4062 4032 N LINCOLN W electronic 13 13
455 4028 4008 N LINCOLN W electrode 9 9
Schedule 5-Page 51
455 4001 4025 N DAMEN E eieclronic|999|
455 4033 4035 N DAMEN E eleclronlc|999|
455 4050 4016 N DAMEN W eleclronlc 13 13
455 4009 4041 N LINCOLN E electronic 15 15
455 2029 2005 W BELLE PLAINE S electronic 13 13
455 2006 2020 W BELLE PLAINE N electronic|999|
455 4103 4129 N LINCOLN E electronic 13 13
456 4014 4004 N SAWYER W electronic|999|
456 4001 4019 N SPAULDING E eieclronic¦ 9 9
456 3946 3946 N TROY W electronic|999|
456 3943 3949 N TROY E electronic|999|
456 3952 3938 N ALBANY W electronic|999|
456 3941 3957 N ALBANY E electronic 9 9
456 3363 3337 W IRVING PARK S eleclronlc|999|
456 3329 3307 W IRVING PARK S electronic|999|
456 3263 3231 W IRVING PARK S electronic 10 10
456 3231 3209 W IRVING PARK s electronic 10 10
456 3952 3948 N KEDZIE w electronic|999|
456 3931 3955 N KEDZIE E electronic 9 9
466 3145 3137 VV IRVING PARK s electronic|999|
456 3127 3111 W IRVING PARK s eleclronlc 9 9
456 3057 3035 w IRVING PARK s electronic 10 10
456 3052 3036 w IRVING PARK N eleclronlc|999|
456 3108 3122 w IRVING PARK N electronic|999|
456 3138 3151 w IRVING PARK s electronic|999|
456 4003 4055 N KEDZIE E olectronic 24 24
456 4054 4008 N KEDZIE W electronic 10 10
456 3204 3216 W IRVING PARK N electronic|999|
456 3240 3244 W IRVING PARK N eleclronlc|999|
456 3302 3338 w IRVING PARK N electronic 17 17
457 4003 4013 N BERNARD E electronic|999|
"457 4003 4005 N CENTRAL PARK E electronic|999|
457 4008 4002 N CENTRAL PARK W electronic|999|
457 4005 4015 N DRAKE E electronic|999|
457 4014 4006 W IRVING PARK W etectronlc|999|
457 3623 3609 N CENTRAL PARK E electronic|999|
4S7 393S 3919 N CENTRAL PARK E eleclronlc 9 9
457 3926 3942 N CENTRAL PARK W eleclronlc|999|
457 3950 3946 N DRAKE W electronic|999|
457 3945 3951 N DRAKE E etedronic|999|
457 3402 3424 VV IRVING PARK N dectronlc 11 11
457 3432 3450 W IRVING PARK N declronic|999|
457 3504 3524 W IRVING PARK N dectronlc 9 9
457 3522 354B w IRVING PARK N declronic B|99|
457 3604 3618 VV IRVING PARK N dectronlc|999|
457 3974 3950 N ELSTON W declronic 10 10
457 3951 3973 u ELSTON E dectronlc|999|
457 3555 3533 VY IRVING PARK S eleclronlc 12 12
457 3517 3513 VV IRVING PARK S dectronlc|999|
457 3511 -3425 W IRVING PARK s dectronic 12 12
Schedule 5-Page 52
457 3423 3413 W IRVING PARK S eleclronlc|999|
453 3555 3547 N LAWNDALE E eleclronlc|999|
458 3950 3944 N LAWNDALE W electronic|999|
458 3945 3949 N LAWNDALE E electronic|999|
458 4121 4127 N HAMLIN E eledronic|999|
458 4126 4122 N HAMLIN W electronic|999|
458 4020 4018 N ELSTON w dectronlc|999|
458 3654 3660 W IRVING PARK N dectronlc|999|
458 3706 3718 W IRVING PARK N dectrodc|999|
458 3655 3645 W IRVING PARK S electrode|999|
458 4005 4045 N ELSTON E dectrodc 11 11
458 4152 4176 N ELSTON W dectrodc 11 11
458 4179 4153 N ELSTON E dectrodc 9 9
45B 3950 3946 N MONTICELLO W electronic|999|
¦ 45B 3935 3941 N MONTICELLO E dectronic|999|
458 4007 4011 Kl MONTICELLO E electronic|999|
458 4010 4004 N MONTICELLO W electronic|999|
459 4368 4342 N ELSTON w mechanical 20 20
459 4310 4302 N PULASKI w mechanical|999|
459 4330 4312 Nl ELSTON E mechanical|999|
459 4307 4329 N ELSTON E mechanical|999|
459 4331 4345 N PULASKI E mechanical|999|
459 4354 4334 N PULASKI W mechanical 11 11
459 4349 4399 N ELSTON E mechanical 17 17
460 4477 4413 N ELSTON E eleclronlc 24 24
460 4038 4038 W MONTROSE N ¦ electrode - i|99|
460 4024 4006 W MONTROSE N dectronlc|999|
. 460 4013 4019 W MONTROSE S eieclronic|999|
460 4109 4133 W MONTROSE S electronic|999|
460 4135 4157 VV MONTROSE s declronic|999|
460 4158 4150 W MONTROSE N eleclronlc|999|
- 460 4118 4106 W MONTROSE N eledronic|999|
460 4406 4452 N ELSTON W dectronlc 24 24
460 4409 4403 N KEYSTONE E dectronlc|999|
461 3960 3956 N KEELER W mechanical|999|
461 3978 3970 N AVONDALE w mechanical|999|
481 3968 3952 N AVONDALE w rnechanical|999|
461 3951 3969 N AVONDALE E mechanical 9 9
461 3971 3979 N AVONDALE E mechanical|999|
461 3902 3944 W IRVING PARK N mechanical 13 ¦ 13
461 4005 4007 N PULASKI E mechanical|999|
461 4020 4030 W IRVING PARK N rnechanical|999|
461 4208 4230 W IRVING PARK N mechanical|999|
461 4240 4262 W IRVING PARK N mechanical 9 9
461 4269 4261 W IRVING PARK S mechanical 10 10
461 4229 4209 W IRVING PARK s mechanical 9 9
461 4031 4019 w IRVING PARK s rnechanical|999|
461 3935 3945 N PULASKI E mechanical|999|
461 3961 3909 W IRVING PARK s mechanical 17 17
462 561 559 w OAKDALE s eleclronlc|999|
Schedule 5-Page 53
462 560 560 W OAKDALE N electronic|999|
462 534 596 W WELLINGTON N eleclronlc|999|
462 561 555 W BARRY S electronic|999|
462 558 562 W BARRY N eleclronlc|999|
462 608 602 w BARRY N eleclronlc|999|
462 605 609 w BARRY S electronic|999|
462 602 608 w OAKDALE N electronic|999|
462 605 603 w OAKDALE S electronic|999|
462 609 603 w SURF S electronic 4.|99|
462 2813 2847 N BROADWAY E double bay/clccL|99|13
462 2817 2819 N BROADWAY E double bayrelecL|999|
462 2855 2917 N BROADWAY E double bay/eled.|99|10
462 2923 2949 N BROADWAY E double bay/ded.|99|10
462 2941 2941 N BROADWAY E eledronic|999|
462 3007 3033 N BROADWAY E doublo bay/ded.|99|10
462 3040 3010 N BROADWAY W double bay/ded.|99|10
462 2948 2928 N BROAOWAY W doublo bay/ded.|99|10
462 2914 2908 ti BROADWAY w doublo oav/dcct.|999|
462 2668 2812 M BROAOWAY w doublo bay/elect. 10 19
463 4804 4014 W FLETCHER N dectronlc|999|
463 4804 4810 W WELLINGTON N electronic|999|
463 4009 4605 W WELLINGTON S eledronic|999|
463 4759 4751 W WELLINGTON s eleclronlc|999|
463 4752 4758 W WELLINGTON N electronic|999|
463 4720 4728 w BELMONT N electronic|999|
463 4744 4768 w BELMONT N electronic|999|
463 3203 3225 N CICERO E electronic 10 10
463 4810 4842 W BELMONT N electronic 12 12
463 483S 4807 W BELMONT S electronic 15 15
463 3152 3140 M CICERO W electrcnic|999|
463 3122 3100 N CICERO W electronic 10 10
"' 463' 3046 3032 N CICERO W eleclronlc|999|
463 3024 3010 N CICERO W dectronlc|99|S
463 3015 3029 N CICERO E eleclronlc|999|
463 3103 3125 N CICERO E electronic 12 12
463 3133 3147 N CICERO E electron*?|999|
463 4761 4747 W BELMONT S declronic|999|
464 1031 1021 W MONTROSE S electronic|999|
464 4427 4457 N BROADWAY E eieclronic 11 11
464 4560 4526 N KENMORE W dectronlc|999|
464 4521 4553 tl BROADWAY E electronic 14 14
464 4560 4504 N BROADWAY W electronic 12 12
464 4442 4414 N BROAOWAY w eleclronlc|999|
465 1221 1217 W WILSON s electronic|999|
465 1137 1125 W WILSON s electronic|999|
465 1057 1039 W WILSON s electronic|999|
465 1027 1007 W WILSON s electrcnic|999|
465 1020 1030 W WILSON N electronic|999|
465 1042 1062 W WILSON N eleclronlc 11 11
465 1118 1144 w WILSON N eledronic 10 10
Schedule 5-Page 54
465 1142 1142 W WILSON N electronic|999|
465 4603 4615 N RACINE E electronic|999|
465 4810 4602 N RACINE W electronic|999|
465 1222 1230 W WILSON N electronic S|99|
465 945 903 W WILSON S electronic s|99|
465 912 940 W WB.SON N electronic|999|
466 4619 4641 N BROADWAY E eleclronlc 12 12
466 1115 1101 W LELAND S electronic|999|
466 1104 1116 VV LELAND N electronic|999|
466 4723 4741 N BROADWAY E eieclronic|999|
466 4728 4714 N BROADWAY W eleclronlc 11 11
466 1130 1140 W LELAND N electronic|999|
466 4626 4616 N BROADWAY W electronic|999|
467 1202 1210 W GUNNISON N dedronic|999|
467 1207 1203 W GUNNISON S dedronic .|999|
467 1046 1064 w LAWRENCE N electronic|999|
467 4809 4877 N BROADWAY E eledronic 21 21
467 4905 4943 N BROADWAY 'E eledronic|999|
467 5051 5057 N BROADWAY E electronic|999|
467 5137 5145 N BROADWAY E electronic|999|
467 5112 5108 N BROADWAY W eleclronlc|999|
467 5060 5038 N BROADWAY W declronic 9 9
467 5012 5002 N BROADWAY W dedronic|999|
467 1204 1212 VV ARGYLE N dedronic|999|
467 1211 1203 W ARGYLE S dedronic|999|
467 4936 4926 N BROADWAY W dectronlc|999|
467 4932 4928 N BROADWAY w electronic|999|
467 1207 1215 W AINSLIE s electronic|999|
467 4868 4054 N BROADWAY w eleclronlc|99|S
467 4842 4810 N BROADWAY w dedronic 9 9
467 1141 1133 W LAWRENCE s electronic|999|
.467 1109 1101 W LAWRENCE N dectronlc|999|
467 1049 1041 W LAWRENCE S electronic|999|
467 1023 1013 W LAWRENCE s eleclronlc|999|
463 5003 5015 N KENMORE E etedronic|999|
463 5016 5002 N KENMORE w electronic|999|
468 5003 5019 N WINTHROP E declronic 9 9
468 6014 5002 W WINTHROP w dedronic|999|
468 4950 4940 N WINTHROP w electronic|999|
468 4941 4957 N WINTHROP E eledronic 9 9
468 4950 4942 N KENMORE W eledronic 5 7 5 7
468 4945 4957 N . KENMORE E dectronlc
468 946 954 W ARGYLE N declronic|999|
468 1002 1030 W ARGYLE N eleclronlc 11 11
468 1040 1066 VV ARGYLE N dectronic » 9
468 1104 1138 W ARGYLE N eleclronlc 11 11
468 1143 1103 w ARGYLE s electronic 13 13
468 1003 1049 w ARGYLE s etedronic|999|
468 1025 1001 w ARGYLE s electronic 11 11
468 953 947 w ARGYLE s eleclronlc|999|
Schedule 5-Page 55
469 1115 1103 W BERWYN S electronic|999|
469 1104 1130 N BERWYN N electronic 11 11
469 1157 1147 W BALMORAL S electrcnic|999|
469 1146 1154 W BALMORAL N electronic|999|
469 1204 1212 W BALMORAL N electronic|999|
469 1209 1203 W BALMORAL S electronic|999|
469 1204 1210 W BERWYN N electronic|999|
469 1211 1203 VY BERWYN S electronic|999|
469 5213 5241 M BROAOWAY E electronic 15 15
469 5303 5335 N BROADWAY E electronic 16 16
469 5403 5455 N BROAOWAY E eleclronlc 19 19
469 5452 5418 N BROADWAY W eleclronlc 12 12
469 5354 5302 N BROADWAY W eleclronlc 13 13
469 5252 5212 N BROADWAY w electronic 13 13
470 5503 5555 N BROADWAY E double bav/elecl. 12 24
470 5607 5649 N BROADWAY E double bav/eicct.|99|11
470 5721 5745 N BROADWAY E double bav/elect.|999|
470 5746 5708 N BROADWAY W double bav/elect.|99|12
470 5650 5610 N BROADWAY w double bav/elect.|99|11
470 5611 5629 N RIDGE E eleclronlc 10 10
470 1204 1220 VV BRYN MAWR N electronic|999|
470 1213 1207 W BRYN MAWR S electronic|999|
470 5552 5508 N BROADWAY w double bav/elect.|99|15
471 5608 5604 N KENMORE w electronic|999|
471 1040 1066 W BRYN MAWR N double bav/elect.|99|10
471 5607 5613 N WINTHROP E double bav/elect.|999|
471 5614 5606 N WINTHROP W double bav/elecl.|99 9|
471 1122 1140 W BRYN MAWR N double bay/elect.|99|10
471 1141 1103 W BRYN MAWR S double bev/clecl.|99|10
471 5556 5544 N WINTHROP W double bav/elecl.|999|
471 6539 5557 N WINTHROP E double bav/elect.|999|
~ -471 1063 1043 w' BRYN MAWR S double bay/decl.|99|10
471 5556 5542 N KENMORE W ' dedronic|999|
471 5551 5557 N KENMORE E etectronlc|99|'¦ 4
472 1198 1084 N GLENLAKE N mechanical|99|; 7
472 1202 1208 W HOOD N mechanical|999|
472 1216 1222 W NORWOOD N mechanical|999|
472 1225 1221 W NOrWOOD S mechanical|999|
472 1204 1212 W ROSEDALE N mechanical|999|
472 1209 1203 W ROSEDALE S mechanical|999|
472 1202 1208 W GLENLAKE N mechanical|999|
472 5845 5921 N BROADWAY E mechanical 21 21
472 1147 1101 W THORNDALE W mechanical 13 13
472 1100 1142 W THORNDALE N mechanical 14 14
472 5937 5959 N BROADWAY E mechanical|999|
472 6011 6025 N BROADWAY E mechanical|999|
472 6121 6141 N BROADWAY E mechanical|999|
472 6153 6163 N BROADWAY E mechanical|999|
472 6170 6148 N BROADWAY W mechanical|999|
472 6142 6122 VV BROADWAY W mechanical|999|
Schedule 5-Page 56
472 6056 6034 N BROADWAY W mechanical|999|
472 E020 6010 N BROADWAY w mechanical|999|
472 5960 5952 N BROADWAY w mechanical|999|
472 1202 1210 W THORNDALE N mechanical|999|
472 1211 1203 W THORNDALE S mechanical|999|
472 5928 5904 N BROADWAY W mechanical|999|
472 5860 5612 N BROADWAY W mechanical 18 18
473 1202 1210 W ROSEMONT N mechanical|999|
473 6208 6204 N WlnTHROP W mechanical|999|
473 1149 1139 W ROSEMONT s mechanical|999|
473 1138 1152 W ROSEMONT N mechanical|999|
473 6348 6302 N BROAOWAY W mechanical 12 12
473 6252 6204 N BROADWAY W mechanical 12 12
473 1202 1212 W GRANVILLE N mechanical|999|
473 1147 1103 W GRANVILLE S mechanical 14 14
473 1055 1035 W GRANVILLE S mechanical 9 9
473 1036 1054 W GRANVILLE N mechanical|999|
473 1102 1144 W GRANVILLE N mechanical 10 10
473 6203 6247 N BROADWAY E mechanical 14 14
473 6307 6347 N BROADWAY E mechanical .17 17
474 6915 6925 N GLENWOOD E mechanical|999|
474 6955 6931 N GLENWOOD E mechanical 14 14
474 1445 1411 W MORSE S mechanicat 13 13
474 1316 1340 W MORSE N mechanical 11 11
474 1410 1450 W MORSE N mechanical 14 14
475 6703 6719 N CLARK E mechanical|999|
475 6735 6757 N CLARK E mechanical 10 10
475 6809 6633 N CLARK E mechanical|999|
475 6903 6929 N CLARK E mechanical 10 10
475 1724 1726 W MORSE N mechanical|999|
475 6949 6975 N CLARK E mechanical 14 14
475 8978 6946 N CLARK W mechanical 10 10
475 1759 1751 W MORSE S mechanicat|999|
475 6928 6906 N CLARK w mechanical 9 9
475 6812 6812 N CLARK w mechanical|999|
475 1740 1748 W PRATT N mechanical|999|
475 1749 1745 w PRATT s mechanical|999|
475 8762 6708 N CLARK w mechanical 13 13
475 1551 1507 W MORSE s mechanical 18 18
475 1502 1552 W MORSE N mechanical 17 17
47B 1733 1729 W LUNT s electronic|999|
476 1743 1731 W GREENLEAF s elecBonic|999|
476 1724 1738 W GREENLEAF N eleclronlc|999|
476 1742 1744 w ESTES N eieclronic|999|
476 1758 1772 VV GREENLEAF N eleclronlc|99|a
476 1773 1759 w GREENLEAF s electronic|999|
476 1755 1761 w LUNT S electronic|999|
476 7001 7027 N CLARK E electronic 12 12
476 7043 7075 N CLARK E electronic 12 12
476 7103 7129 N CLARK E eieclronic 11 11
Schedule 5-Page 57
476 7136 7110 N CLARK W eleclronlc|999|
476 7072 7048 N CLARK W eledronic 9 9
476 7034 7006 N CLARK W eledronic 14 14
476 7357 7359 N CLARK E declronic|999|
476 7370 7356 N CLARK W electronic|999|
476 1720 1732 W LUNT N dedrodc|999|
477 2745 2723 W WINONA S dedronic 10 10
477 2625 2849 w FOSTER S deckonlc 13 13
477 2854 2B04 w FOSTER N electronic 20 20
477 5203 5217 N CALIFORNIA E eleclronlc|999|
478 7605 7611 N MARSHFIELD E electronic|999|
47B 7612 7606 N MARSHFIELD W dectronic|999|
478 1508 1524 W HOWARD N dectronlc|999|
478 1536 1618 W HOWARD N declronic 16 16
478 1634 1652 VY HOWARD N electrode|999|
478 7603 7657 N PAULINA E electronic 21 21
478 7658 7604 N PAULINA W electronic 17 17
478 1635 1603 W HOWARD S eledronic 11 11
478 7542 7530 N ASHLAND w electronic|999|
478 1561 1507 YY HOWARD s electronic 13 13
478 756B 7556 N ROGERS VY declronic|999|
478 1421 1417 W HOWARD N electrode|999|
478 1418 1420 VY HOWARD N eleclronlc|999|
478 7539 7547 n ASHLAND e electronic|999|
479 7558 7532 N PAULINA W mechanical 14 14
479 7548 7538 N SEELEY w mechadcal|999|
479 7539 7649 N SEELEY E mechanical|999|
479 2133 2123 W HOWARD S mechanical|999|
479 2049 2029 VV HOWARD ¦ s mechanical 11 11
479 2021 2011 w HOWARD S mechanical|999|
479 1957 1941 YV HOWARD S mechanical|999|
~~ ~479 1935 1901 VV HOWARD s mechanical|999|
479 7550 7516 N CLARK w mechanical 13 13
479 7406 7448 N CLARK w mechanical|999|
479 7451 7459 M CLARK E mechanical|999|
479 7507 7555 N CLARK E mechanical 15 15
479 1787 1767 W HOWARD S mechanical 17 17
479 7459 7459 N CLARK E rnechanical|999|
479 7544 7642 N DAMEN W mechanical|999|
479 7541 7545 N DAMEN E rnechanical|999|
460 2357 2351 W FARWELL S eledronic|999|
480 2338 2344 W FARWELL N declronic|999|
480 2409 2405 w LUNT S eieclronic|999|
480 6807 6827 N WESTERN E eleclronlc|999|
480 6905 6919 N WESTERN E eleclronlc|999|
480 6639 6947 N WESTERN E eleclronlc|999|
480 6957 6971 N WESTERN E eleciodc|999|
480 7203 7225 N WESTERN E eledroric 9 9
480 7202 2758 VV TOUHY N electronic 23 23
480 7201 7207 N CALIFORNIA E electrode|999|
Schedule 5-Page 58
480 7210 7204 N CALIFORNIA W eleclronlc|999|
480 2810 2854 W TOUHY N electronic 14 14
480 2855 2815 W TOUHY S electronic 21 21
480 7152 7160 N CALIFORNIA W dectronic|999|
480 2751 2707 W TOUHY S eledronic 17 17
480 7022 7004 N WESTERN W eledronic|999|
480 6956 6934 N WESTERN W dedrodc 11 11
480 6922 6922 N WESTERN w dectronlc|999|
480 6870 6844 N WESTERN w dedronic|99|e
460 6824 5810 N WESTERN w dedronic|999|
481 6401 6405 N BELL E dedrodc|999|
481 6406 6402 N BELL w dedronic|999|
481 6401 6405 N OAKLEY E dedronic|999|
481 6410 6402 N OAKLEY W dectronic|999|
481 6403 6407 N CLAREMONT E dedronic|999|
461 6408 6402 N CLAREMONT w dectronic|999|
481 6354 6346 N CLAREMONT W dedronic|999|
461 6349 6357 N CLAREMONT E dectronic|999|
481 6358 6350 N OAKLEY w dedronic 9 9
401 6355 6359 N OAKLEY E dectronic|999|
481 6358 6354 N BELL W dectronic|999|
481 6353 6353 N BELL E doctronic|999|
481 2034 2050 W DEVON N dedronic|999|
481 2102 2122 W DEVON N dedronic 11 11
461 2134 2146 W DEVON N dedronic|999|
481 2202 2218 W DEVON N dectronlc|999|
481 2302 2324 W DEVON N dectronlc 11 11
481 2336 2348 W DEVON N declronic|999|
481 2345 2333 W DEVON S dedronic|999|
481 2311 2323 yy - DEVON S dectronlc|999|
481 2255 2235 W DEVON S dectronlc 10 10
481 2211 2201 W DEVON S dedronic|999|
481 2157 2125 W DEVON S eieclronic 11 11
481 2051 2031 W DEVON S dectronlc 10 10
461 2236 2250 VY DEVON N eleclronlc|999|
482 6405 6413 N ARTESIAN E declronic|999|
482 6410 6402 N ARTESIAN , W dedronic|999|
482 6358 6352 N ARTESIAN W declronic|999|
482 6351 6357 N ARTESIAN E electrode|999|
482 6005 6045 N WESTERN E electronic 17 17
482 482 6101 6138 N WESTERN E electronic 17 17
6201 6247 N WESTERN E electronic 15 15
482 6305 6345 N WESTERN E elecfrodc 12 12
482 6407 6451 N WESTERN E electronic 19 19
482 6538 6558 N WESTERN W electronic 12 12
482 6454 6412 N WESTERN w electrode 12 12
482 6348 6308 N WESTERN W dedrodc 14 14
482 6252 6206 N WESTERN w electrode 17 17
482 6158 6114 N WESTERN w electronic 21 21
482 6060 6028 N WESTERN w electrode 15 IS
Schedule 5-Page 59
482 2410 2428 W DEVON N etedronic 9 9
482 2423 2411 W DEVON S dedronle|999|
483 6401 6407 N CAMPBELL E dectronlc|999|
483 6410 6402 n CAMPBELL W dectronic|999|
483 6405 6413 N MAPLEWOOD E doctronic|999|
483 6410 6404 N MAPLEWOOD W dectronic|999|
483 6401 6409 N ROCKWELL E dedronic|999|
483 6410 6404 N ROCKWELL W dectronic|999|
483 6354 6346 N ROCKWELL W dectronlc|999|
483 6347 6355 N ROCKWELL E dectronlc|999|
483 6356 5348 N MAPLEWOOD W dectronlc|999|
483 6349 6355 N MAPLEWOOD E dectronic|999|
483 6354 6346 N CAMPBELL W dectronic|999|
483 6349 6357 2448 N VV CAMPBELL E dedronic|999|
483 2434 DEVON N dectronlc|999|
483 2502 2524 VI DEVON N dedronic 9 9
483 2536 2546 VV DEVON N detliunic C G
483 2604 2630 w UfcVUN N eiecliuiik; 9 9
483 2627 2607 w DEVON S electronic|999|
483 2557 2531 w DEVON S dectronic 9 9
483 2523 2505 w DEVON S dectronlc|999|
483. 2453 2433 V DEVON S electronic 11 11
484 6405 6409 Nl TALMAN E mechanical|999|
484 6414 6408 N TALMAN w mechanical|999|
484 6407 6415 N WASHTENAW E mechanical|999|
484 6410 6406 N WASHTENAW W mechanical|999|
484 6407 6413 N FAIRFIELD E mechanical|999|
484 6410 6404 N FAIRFIELD W mechanical|999|
404 6358 6346 N FAIRFIELD W mechanical|999|
484 6349 6361 N FAIRFIELD E mechanical|999|
484 6354 6342 N WASHTENAW W mechanical|999|
'~4&~ 6341 6349 N WASHTENAW E mechanical|999|
484 6350 6338 Nl TALMAN W mechanical|999|
484 8339 6349 N TALMAN E mechanicat 6 7|99|
484 2634 2650 W OEVON N mechanical |99|
484 2709 2726 W DEVON N mechanicat 9 9
484 2738 2752 W DEVON N mechanical|99|a
484 2727 2713 w DEVON S mechanical 9|99|
484 2655 2635 w DEVON S mechanical 11 11
484 6401 6449 N CALIFORNIA E mechanical 16 16
484 8458 6406 N CALIFORNIA W mechanical 11 11
484 2759 . 2737 VV OEVON s rnechanical 9 9
484 6354 6334 N CALIFORNIA w mechanical 10 10
484 6327 8351 N CALIFORNIA E mechanical 9 9
4SS 6401 6409 N MOZART E mechanical|999|
485 6408 6402 N MOZART W mechanical|999|
485 6403 6411 N FRANCISCO E mechanical|999|
485 8406 6402 N FRANCISCO W mechanical|999|
485 6403 6409 N RICHMONO E mechanical|999|
485 6408 6402 N RICHMOND W mechanicat|999|
Schedule 5-Page 60
OSS 6403 6411 N SACRAMENTO E mechanical S S
485 6410 6404 N SACRAMENTO w mechanical|999|
485 6352 6350 N RICHMOND w mechanical|999|
455 6353 6345 M RICHMOND E mechanicat|999|
485 6352 6346 N FRANCISCO W mechanical|999|
485 6343 6355 N FRANCISCO E mechanical|999|
4B5 6348 6348 N MOZART VJ mechanical|999|
485 6341 6357 N MOZART E mechanical 9 9
485 2804 2824 W DEVON N mechanical 11 11
485 2B34 2650 VV DEVON H mechanical|999|
485 2904 2924 w DEVON N mechanical It 11
485 2938 2950 w DEVON N mechanical|999|
485 2953 2941 w DEVON S mechanical|999|
485 2925 2913 w DEVON S mechanical|999|
485 2855 2835 w DEVON S mechanical 11 11
485 2823 2611 w DEVON S mechanical|99|T
488 1555 1535 w DEVON S electronic|999|
486 1529 1505 w DEVON S electronic 9 9
486 1455 1441 w DEVON S double bay/elect.|999|
488 1423 1407 w DEVON S double bavieiecL|999|
486 1319 1311 VV DEVON s double bay/elect.|999|
486 1257 1231 w DEVON s double bav/elect.|99|10
486 1216 1220 vt DEVON N double bay/elect.|999|
486 1232 1250 w DEVON N doublo bay/dect.|999|
486 1310 1312 w DEVON N double barreled.|999|
488 1336 1344 w DEVON N double bay/ded.|999|
486 1404 1424 w DEVON N double bay/dect.|99 9|
' 486 1438 1448 w DEVON N double bay/dect.|999|
486 1516 1524 w DEVON N double bav/ded.|999|
486 1540 1556 w DEVON N double bav/decl.|99 9|
487 1553 1543 w GRANVILLE S olectronic|999|
" - 487 1633 1625 w VY ALLEN s eieclronic|999|
487 1602 1610 N HIGHLAND N eleclronlc 9 9
487 1609 1607 w HIGHLAND S dedronic|999|
487 6109 6129 N CLARK E eledronic 10 10
487 6135 6143 N CLARK E olectronic|999|
487 6205 6229 N CLARK E dectronlc 13 13
487 6253 6267 N CLARK E electronic|999|
487 6301 6325 N CLARK E etectronlc 10 10
487 6331 6341 N CLARK £ eleclronlc|999|
487 6501 6551 N CLARK E electronic . 18 18
487 6609 6625 N CLARK E electronic 9 9
487 6937 6651 N CLARK e electronic|999|
487 6656 6632 N CLARK w dectronlc 9 9
487 6622 6608 N CLARK w declronic|999|
487 65S2 6516 N CLARK w electronic 11 11
487 1606 1626 W DEVON N electronic|999|
487 1625 1613 W DEVON s electronic|999|
487 6352 6314 N CLARK VV electronic 13 13
487 6250 6250 N CLARK VY declronic|999|
Schedule 5-Page 61
487 6244 6218 N CLARK W dedronic 14 14
487 6154 6132 N CLARK W dectronlc 9 9
487 1707 1723 W DEVON S dedronic|999|
46S 1529 1533 W OLIVE S doubla bay/ded.|999|
488 1624 1530 W OLIVE N doubla bay/ded.|999|
488 1535 1529 W HOLLYWOOD S double bav/ded. Z|99|
488 1532 1536 W HOLLYWOOD N double boy/dcd.|999|
488 1529 1523 w VICTORIA S double bay/ded.|999|
488 5609 5619 N CLARK E doublo bay/ded.|999|
488 5845 5663 N CLARK E double bav/ded.|99|10
488 5705 5725 N CLARK E double bay/ded.|999|
488 5710 6702 N CLARK W double bay/ded.|999|
488 5650 5638 N CLARK w double bay/ded.|999|
488 5624 5614 N CLARK w double bay/ded.|999|
489 1502 1532 W CATALPA N double bov/ded. 9 15
489 1541 1503 W CATALPA S double bay/ded. 10 20
489 1483 1475 YV BALMORAL s double bay/ded.|999|
489 1472 1480 YY BALMORAL N double bay/eled.|999|
489 1474 1480 VY CATALPA N double bay/elect.|999|
489 1502 1510 VV BALMORAL N double bay/dect.|999|
489 1513 1507 VV BALMORAL S double bay/ded.|999|
489 1505 1505 W BALMORAL S double bav/decl.|999|
489 5409 5425 N CLARK E double bay/eled.|99 9|
489 6437 6455 N CLARK E double bay/ded.|999|
489 5503 5523 N CLARK E double bay/ded.|99 9|
489 5535 5555 N CLARK E doublo bay/elcd.|99|a
489 5550 5522 N CLARK W double bav/elect.|99|11
489' 5520 5506 N CLARK W double bay/decl.|999|
489 5452 5436 N CLARK w double bay/elect.|99 9|
489 5424 5402 N CLARK w double bay/elect.|99|11
490 1487 1481 YV FARRAGUT S double bay/decl.|999|
490 1488 1484 W FARRAGUT N double bay/eled.|999|
490 1485 1477 VY BERWYN S double bay/elect.|999|
490 1462 1476 YV BERWYN N double bay/dect.|999|
490 1485 1479 YV SUMMERDALE S doublo bay/ded.|999|
490 1476 1464 YV SUMMERDALE N double bay/oled.|999|
490 1502 1522 YV SUMMERDALE N double bay/eled.|999|
490 1515 1505 YV SUMMERDALE S double bay/ded.|999|
430 1502 1502 YY BERWYN N double bav/elecl.|999|
490 1504 1514 VV BERWYN N double bay/eled.|999|
490 1S15 1505 W BERWYN S double bay/decl.|999|
490 5203 5223 N CLARK E double bay/eled.|99 9|
490 5235 5249 N CLARK E double boy/elect.|999|
490 5303 5323 N CLARK e double bav/etecL|99|11
499 5335 5355 N CLARK E double bayfelecL|99 9|
490 5350 5332 N CLARK w double bav/elecL|99 9|
490 6320 5304 N CLARK w double bay/decl|999|
490 6256 5232 N CLARK w double bay/ded.|99|11
490 6226 5206 N CLARK w double bay/eled.|99|10
490 1604 1612 YV FOSTER N double bay/dccL|999|
Schedule 5-Page 62
490 1521 1517 W FOSTER S double bav/elect.|999|
491 1504 1512 W WINONA N double bay/dect.|999|
491 1509 1503 w WINONA S double bay/ded.|999|
491 1504 1514 w CARMEN N double bay/ded.|999|
491 1513 1505 W CARMEN S doubla bay/ded.|999|
491 1506 1510 W WINNEMAC N double bay/eled.|999|
491 1603 1507 VY WINNEMAC S double bav/ded.|999|
491 1477 1487 YV WINNEMAC S double bay/decl.|999|
491 1482 1480 VY WINNEMAC N double bay/ded.|999|
491 1481 1477 VV CARMEN S double bay/ded.|999|
491 1476 1482 W CARMEN N double bay/ded.|999|
491 5154 5134 N CLARK W double bay/dect.|999|
491 5120 E100 N CLARK W double bay/ded.|99|11
491 5056 5038 N CLARK W double bay/dect.|99|10
491 5012 5016 N CLARK W double bav/ded.|999|
491 1502 1518 W AINSLIE N declronic|999|
491 1527 1501 W AINSLIE S double bay/ded. 14 14
491 4907 4913 N CLARK E double bav/eled.|999|
491 5005 5019 N CLARK E double bay/eied.|999|
491 5035 5057 N CLARK E double bav/elecl.|99|to
491 5105 5129 N CLARK E double bay/eled.|99|11
491 5135 5151 N CLARK E double bayfelect.|999|
491 1461 1473 W FOSTER S doublo bay/eled.|999|
491 1475 1473 W FOSTER s doublo bay/dect.|999|
491 1474 1474 w FOSTER s doublo bay/elect.|999|
492 4603 4811 N .WINCHESTER E mechanical|999|
492 4810 4804 N WOLCOTT w mechanical|999|
492 4754 4748 N WINCHESTER VI mechanical|999|
492 1702 1728 W LAWRENCE N mechanical 10 10
492 1750 1766 W LAWRENCE N mechanical|999|
492 1620 1832 VY LAWRENCE N mechanical|999|
492 1848 1872 W LAWRENCE N mechanical 13 13
492 1942 1960 W LAWRENCE N mechanical 9 9
492 1969 1941 W LAWRENCE S mechanical 10 10
492 1813 1809 VY LAWRENCE S mechanical|999|
492 1759 1751 YV LAWRENCE s mechanical|999|
492 1720 "1713 YV LAWRENCE S mechanical|999|
492 1813 1609 YY LAWRENCE s mechanicat|999|
493 4653 4655 N DAMEN E mechanical|999|
493 4701 4753 IJ DAMEN E mechanlcol 15 15
493 4805 4855 N DAMEN E mechanical 22 22
493 4852 4812 N DAMEN W mechanical|999|
493 2002 2022 YY LAWRENCE N mechanical 9 9
493 2018 2010 VV LAWRENCE N mechanical|999|
493 2102 2118 w LAWRENCE N mechanlcol|999|
493 2136 2146 VY LAWRENCE N mechanlcai|999|
493 2149 2121 YV LAWRENCE S mechanical 14 14
493 2049 2043 w LAWRENCE S mechanical|999|
493 2023 2003 W LAWRENCE S mechanical 11 11
493 4742 4734 N DAMEN W mechanical|999|
Schedule 5-Page 63
¦493 4722 4704 N DAMEN W mechanical 10 to
493 4650 4646 N DAMEN W rnechanical|999|
494 4803 4809 M CLAREMONT E electronic|999|
494 4818 4808 N CLAREMONT W dectronlc S|99|
494 4856 4846 N WESTERN W electronic|999|
494 4845 4819 N LINCOLN E eleclronlc 14 14
494 4828 4808 N WESTERN W decvDnic 11 11
494 4744 4708 N WESTERN W electronic 18 18
494 4652 4634 N WESTERN w electronic|999|
494 4616 4606 N WESTERN W eleclronlc|999|
494 4550 4530 N WESTERN w eleclronlc|999|
494 4531 4549 N WESTERN E electronic 10 10
494 4601 4623 N WESTERN E electronic 10 10
494 4763 4761 N WESTERN E electronic 1B 18
494 2325 2311 W LAWRENCE S electronic|999|
494 2255 2239 W LAWRENCE S electronic|999|
494 2322 2324 W LAWRENCE N electronic|999|
494 2334 2346 W LAWRENCE N electronic|999|
494 4807 4855 N WESTERN E eleclronlc ' 17 17
494 2404 2410 VV LELAND N electronic|999|
495 2278 2272 w LELAND N eleclronlc|999|
495 2275 2277 VV LELAND S electronic|999|
495 2268 2262 w EASTWOOD N electronic|999|
495 2271 2271 w EASTWOOD S eleclronlc|999|
495 2305 2309 w EASTWOOD S electronic|999|
495 2310 2304 w EASTWOOD N eleclronlc|999|
495 4797 4741 N LINCOLN E eleclronlc 29 29
495 4737 4703 N LINCOLN E electronic 18 18
495 4649 4633 N LINCOLN E eleclronlc|999|
495 4625 4605 N LINCOLN E electronic 11 11
495 4608 4634 N LINCOLN W etectronlc|999|
"495 - 4644 4664 N LINCOLN w electronic|999|
496 2431 2433 W AINSLIE N mechanical ¦ 2|99|
496 5140 5134 N LINCOLN W mechanical|999|
496 5118 5104 N LINCOLN W mechanical ¦ ¦ 4|99|
496 5076 5060 N LINCOLN W mechanical 9 9
498 5034 5012 N LINCOLN W mechanical|999|
496 4926 4916 N LINCOLN W mechanical 6 .|99|
496 6149 5131 N LINCOLN E mechanical 10 10
496 5119 8105 N LINCOLN E mechanical|999|
496 5071 6049 N LINCOLN E mechanical 11 11
498 5035 5003 N LINCOLN E mechanical|999|
496 4937 4905 N LINCOLN E mechanical|999|
497 4758 4752 N WASHTENAW W electronic|999|
497 4751 1749 N WASHTENAW E eleclronlc 9 9
497 2418 2448 W LAWRENCE N electronic|99|B
497 2504 2546 W LAWRENCE N electronic 11 11
497 2602 2620 W LAWRENCE N eleclronlc 10 10
497 2638 2650 W LAWRENCE N electronic|999|
497 2702 .2722 VV LAWRENCE N dedronic 10 10
Schedule 5-Page 64
497 2742 2748 W LAWRENCE N electronic|999|
497 2755 2705 W LAWRENCE S electronic 10 10
497 2655 2639 W LAWRENCE S electronic|999|
497 2625 2609 W LAWRENCE S etectronlc|999|
497 2557 2539 W LAWRENCE S electronic|999|
497 2523 2509 W LAWRENCE S electronic|999|
497 2443 2431 w LAWRENCE S electronic|999|
497 4660 4632 N ROCKWELL W electronic 9 9
497 4637 46G1 N ROCKWELL E etedronic 10 10
497 4758 4748 N ROCKWELL W electronic|999|
497 4749 4767 N ROCKWELL E electronic|999|
497 4753 4755 N CAMPBELL E electronic|999|
498 4803 4811 N ALBANY E eledronic|999|
498 4604 4808 N ALBANY W dectronic|999|
498 3225 3215 W LAWRENCE S electronic|999|
498 3153 3135 W LAWRENCE S electronic|999|
498 3127 3111 w LAWRENCE s electronic|999|
498 3057 3035 w LAWRENCE s electronic|999|
498 3019 3017 w LAWRENCE s electronic|999|
498 3002 3044 w LAWRENCE N electronic|999|
498 3102 3118 w LAWRENCE N electronic|999|
498 3138 3148 w LAWRENCE N electrcnic|999|
498 3204 3222 w LAWRENCE N dectronic 10 10
499 4620 4600 N KEDZIE W electronic 11 11
499 4550 4500 N KEDZIE W electronic 18 18
499 4458 4404 N KEDZIE W electronic 15 15
499 4403 4449 N KEOZIE E eieclronic 13 13
499 4503 4555 N KEDZIE E eledronic 16 18
499 4603 4623 N KEOZIE E electronic 11- 11
499 4637 4645 N KEDZIE E electronic|999|
500 4801 4815 N SAWYER E dectronlc|99|a
500 4814 4800 N SAWYER W electronic|999|
500 " 4801 4811 N SPAULOING E dectronlc|999|
500 4812 4802 N SPAULDING W electronic|999|
600 4801 4803 N CHRISTIANA E electronic|999|
500 4812 4804 N CHRISTIANA W eieclronic|999|
500 4758 4746 N SPAULDING W electronic|999|
500 4745 4759 N SPAULDING E eleclronlc|999|
500 4758 4748 N SAWYER w electronic|999|
SOO 4747 4757 N SAWYER E electronic|999|
500 3234 3246 VY LAWRENCE N electronic|999|
500 3304 3324 W LAWRENCE N eledronic 11 11
500 3334 3342 w LAWRENCE N electronic|999|
SOO 4805 4809 N KIMBALL E dectronlc|999|
500 3321 3307 W LAWRENCE s dedronic|999|
500 3255 3239 w LAWRENCE s declronic|999|
500 4746 4702 N KIMBALL w dedronic 12 12
500 4701 4737 N KIMBALL E dectronlc 19 19
501 4802 4810 N DRAKE w mechanical S S
SOI 4760 4742 N DRAKE w rnechanical 10 10
Schedule 5-Page 65
501 4741 4755 N DRAKE E mechanical|999|
501 4760 4746 N ST LOUIS W mochanical|999|
501 4747 4759 N ST LOUIS E mechanical|999|
501 4756 4752 N BERNARD W mechanical|999|
501 4751 4755 N BERNARD E mechanical|999|
501 3402 3418 W LAWRENCE N rnechanical 9 9
501 3432 344B W LAWRENCE N mechanical|999|
501 3504 3529 W LAWRENCE N mechanical 10 10
501 3536 3550 W LAWRENCE N mechanical|99|a
501 3604 3626 W LAWRENCE N mechanical 12 12
501 3627 3603 W LAWRENCE S mechanical 9 9
501 3549 3533 W LAWRENCE S mechanicat 9 9
501 3525 3511 W LAWRENCE S mechanical|999|
501 3455 3435 w LAWRENCE S mechanical 11 11
601 3425 3403 w LAWRENCE s mechanical 9 9
502 3634 3650 w LAWRENCE N electronic 9 9
502 3702 3726 w LAWRENCE N eleclronlc 12 12
502 3736 3750 YV LAWRENCE N electronic|999|
502 3804 3826 VV LAWRENCE N electronic 12 12
502 3023 3809 YV LAWRENCE S electronic|999|
502 3755 3733 YV LAWRENCE S eieclronic 9 9
502 3656 3635 w LAWRENCE s electronic 12 12
503 3034 3846 w LAWRENCE N . mechanical ¦ 6|99|
503 3902 3924 VV LAWRENCE N mechanical 10 10
503 3942 3948 w LAWRENCE N mechanicat 4.|99|
503 4803 4849 N PULASKI E mechanical 15 15
603 4656 4856 N PULASKI W mechanical|999|
503 4749 4753 N PULASKI E mechanical|999|
503 3957 3933 YV LAWRENCE S mechanicat 12 12
503 3921 3909 W LAWRENCE S mcchanicol|999|
503 3853 3833 W LAWRENCE s mechanical|999|
6(tt" " 4803 4809 N KENNETH E eieclronic|999|
504 4806 4802 N KENNETH W electronic 3.|99|
504 4475 4471 W GUNNISON s eteclronlc|999|
504 4750 4746 N KENNETH w electronic|999|
504 4751 4753 N KENNETH E electronic|999|
504 4739 4747 N KOSTNER E dedronic|999|
504 4338 4352 W LAWRENCE N dectronic|999|
604 4402 4414 W LAWRENCE N dectronlc|999|
504 4825 4845 N ELSTON E eledronic 11 11
504 4853 4875 N ELSTON E dectronlc 11 11
504 4903 4925 N ELSTON E dectronic 9 9
504 4937 4955 N ELSTON E dectronlc|99|S
504 4954 4936 N ELSTON w dectronlc|999|
604 4922 4902 N ELSTON W dectronlc 10 10
604 4880 4806 N ELSTON W dectronlc 17 17
504 4479 4467 W LAWRENCE S dedronic|999|
504 4786 4774 N ELSTON w dectronic|999|
504 4767 4769 N ELSTON E electronic 10 10
504 4425 4413 W LAWRENCE S dectronic|999|
Schedule 5-Page 66
504 4355 4333 YV LAWRENCE S eteclronlc 12 12
505 4760 4752 N LONG W electronic|99|S
505 4758 4752 N LONDON W eledronic|999|
505 . 4753 4759 N LONDON E electronic|999|
505 5306 5312 YV GIDDINGS N eleclronlc|999|
505 5309 5305 YV GIDDINGS S eieclronic|999|
505 5247 5257 YV GIDDINGS S eleclronlc|999|
505 5238 5258 YV GIDDINGS N eieclronic|999|
505 5212 5234 W LAWRENCE N eledronic 11 11
505 5304 5312 VY LAWRENCE N dectronlc|999|
606 6354 6372 YY LAWRENCE N electronic|999|
505 . 5375 5359 VY LAWRENCE S electronic 9 9
505 4758 4766 N MILWAUKEE W electronic 15 15
505 4722 4738 N MILWAUKEE W etectronlc 9 9
505 4639 4729 N MILWAUKEE E electronic 19 19
505 4747 4775 N MILWAUKEE E electronic 10 10
505 5303 5231 YV LAWRENCE S electronic 18 18
506 5362 5360 VV GALE N electronic|99|S
500 5226 5232 w AINSLIE N electronic|999|
608 4831 4eoa N LONG E etedronic 12 12
606 6404 5454 w LAWRENCE N electronic 16 16
506 4866 4916 N MILWAUKEE W eleclronlc|999|
506 4956 4958 N MILWAUKEE W electronic|999|
506 5222 5200 N MILWAUKEE W declronic 11 11
506 5215 5203 N MILWAUKEE ' E electronic|99|. 7
506 4959 4945 N MILWAUKEE E electronic '|999|
506 4927 4907 N MILWAUKEE E eleclronlc|999|
506 4836 4804 N LIPPS W eledronic 15 ' 15
506 4011 4833 N LIPPS E eleclronlc 11 11
506 5318 5370 VV VETERANS PARK N electronic 25 25
506 5489 5415 YV HIGGINS S electronic 29 29
506 5434 5434 W HIGGINS N electronic|999|
507 6657 6669 N NORTHWEST HY E doublo bay/ded.|999|
507 ¦6671 6685 N NORTHWEST HY E double bav/ciod.|999|
607 6705 6723 N NORTHWEST HY E double bay/decl.|99|10
507 6728 6708 N NORTHWEST HY W double bay/elecL|99|10
507 6698 6676 N NORTHWEST HY W double bay/decl.|99|10
507 6669 6654 N NORTHWEST HY W double bay/decl|999|
507 6730 6704 N OLMSTEAD W electronic 14 14
507 6703 6716 N OLMSTEAD E electronic|999|
507 6709 6715 N OLPHANT E electronic ¦ 5|99|
507 6710 6704 N OLPHANT W electronic|99|A
507 6745 8751 N OSHKOSH E dectronlc|99|A
507 6746 6738 N OSHKOSH W etecB-onic|999|
507 6724 6702 N OSHKOSH w electronic 10 10
507 6703 6723 N OSHKOSH E electronic|99|' 6
507 6610 6686 N OLIPHANT W etccvonic|999|
507 6689 6677 N OLPHANT E electronic|999|
508 6410 6418 W LEOTI N electronic|999|
508 6427 6415 VV LEOTI S dectronlc|999|
Schedule 5-Page 67
508 5302 5338 VV DEVON N dectronlc 12 12
508 5340 5366 w DEVON W dedronic 12 12
508 6425 6451 N CENTRAL E dedronic 10 10
508 6448 6426 N CENTRAL W dedronic 12 12
508 6414 6410 M CENTRAL W eledronic|999|
508 5402 5430 W DEVON N eleclronlc 15 15
508 6401 6437 N KWZOA E electronic 19 19
508 6401 6449 N LEHIGH E electronic 19 19
508 6444 6410 N LEHIGH W dectronic 13 13
508 5502 5510 W DEVON N electronic|999|
508 5427 5403 W DEVON S dectronlc 13 13
508 6328 6316 N CENTRAL W declronic|999|
. . 508 6319 6325 N CENTRAL E electronic '|999|
SOB 5361 5339 W DEVON S electronic 12 12
SOB 6329 5301 w DEVON S eleclronlc 14 14
509 5603 5611 N SPAULDING E mechanical|999|
509 5608 5600 N SPAULDING W mechanical|999|
509 5603 5609 N CHRISTIANA E mechanical|999|
509 5608 5602 N CHRISTIANA W mechanical|999|
509 5558 5552 N BERNARD E mechanical'|999|
509 5556 5548 N SPAULDING w mechanical|999|
509 5547 5553 N SPAULDING E mechanical|999|
509 5558 5550 N SAWYER W mechanical|999|
509 6549 6557 N SAWYER E mechanical|999|
509 3204 3258 W BRYN MAWR N mechanical 15 15
509 3302 3320 W BRYN MAWR N mechanical 10 10
509 3336 3356 w BRYN MAWR N mechanical It 11
509 3408 - 3422 w BRYN MAWR N rnechanical|999|
509 3423 3405 w BRYN MAWR S mechanical 9 9
509 3353 3331 w BRYN MAWR S mechanical 12 12
509 3323 3303 w BRYN MAWR S mechanical 10 10
~509 3255 3235 w BRYN MAWR S mechanical 11 11
509 3223 3201 w BRYN MAWR S mechanical 9 9
509 5603 5609 N KIMBALL E mechanical|999|
509 5554 5548 N KIMBALL W mechanical - 4|99|
510 2055 2033 W ROSCOE s eleclronlc 12 12
510 2023 2005 YV ROSCOE S eleclronlc|999|
510 2002 2024 W ROSCOE N eleclronlc 10 10
510 2034 2056 W ROSCOE N eleclronlc 9 9
511 340 302 VV WASHINGTON N Pay ft. Display|99|12
511 226 202 W WASHINGTON N Pay 4 DIsdIov|99|10
511 176 166 W WASHINGTON N Pay & Display|999|
511 30 10 W WASHINGTON N Pay & Display|99|10
511 210 218 N CLARK W Pay & Display|999|
511 309 273 N CLARK E Pay & Display|99|10
511 25 75|99|CLARK E Pay & Display|99|15
511 121 145|99|CLARK E Pay 8 Display|999|
511 2BS 208 S CLARK W Pay & Display|99|12
511 198 144 S CLARK w Pay & Display|99|12
611 20 68 N CLARK w Pay & Display|99 9|
Schedule 5-Page 68
512 194 146 N WELLS W Pay 8, Display 14
512 108 102 N WELLS W Pay & Display |99|
512 42 10 N WELLS W Pay 8 Display 12
512 38 44 S WELLS W Pay 8 Display |99|
512 106 146 S WELLS w Pay 8 Display 11
512 220 260 s WELLS w Pay 8 Display |99|
512 300 320 s WELLS w Pay 8 Display 10
512 413 403 s WELLS E Pay 8 Display |99|
512 2t7 207 s WELLS E Pay & Display |99|
512 55 45 s WELLS E Pay 8 Display |99|
512|99|41 N WELLS E Pay 8 Display |99|
512 103 139 N WELLS E Pay 8 Display 9
512 211 227 N WELLS E Pay 8 Display |99|
513 109 131 YV MADISON S Pay 8 Display |99|
513 205 245 VV MADISON S Pay & Display |99|
513 303 331 YV MADISON s Pay & Display 11
513 165 155 VY MONROE s Pay & Display |99|
513 63 63 YV MONROE s Poy80isploy 11
513 120 160 S DEARBORN w Pay 8 Display 10
513 98 86 S DEARBORN w Pay 8 Display |99|
513 62 90 N DEARBORN w Pay & Display |99|
513 11 33 w MADISON s Pay 8 Display 12
513 45 87 E ADAMS s Pay 8 Display 10
514 314 348 S DEARBORN w Pay 8 Display : i6
514 74 56 E VAN BUREN N Pay&Olsptay s
514|99|20 W VAN BUREN N Pay 8 Display 9
514 331 303 VV VAN BUREN s Pay 8 Display 12
514 229 205 w VAN BUREN S Pay 8 Display |99|
514 19 11 w VAN BUREN s Pay 8 Display |99|
614|99|15 E VAN BUREN s Pay 8 Display |99|
515 3353 3333 VV FOSTER S imchanlcal|99|B
515 3325 3311 w FOSTER S mochanlcal|999|
615 3257 3213 VV FOSTER S rnechanical 22 22
515 3202 3222 VY FOSTER N mechanical 11 11
515 3236 3248 VV FOSTER N mechanical|999|
515 3304 3324 w FOSTER N mechanical 11 11
515 3338 3346 w FOSTER N mechanical|999|
516 6332 6302 N LINCOLN W mechanical 16 16
516 6270 6248 N LINCOLN W mechanical 12 12
516 6220 6202 N LINCOLN W mechanical|999|
516 6160 6140 N 11NOO! N W mnnhahlral 13 13
616 6124 6110 N LINCOLN w mechanical a|99|
516 3143 313S VV OEVON s mechanical|999|
516 3118 3109 w DEVON s mechanical|999|
516 3051 • 3035 w DEVON|99|mechanical 9 9
516 3004 3024 w DEVON N mechanical 11 11
516 3034 3038 w DEVON N mechanical|999|
516 3104 3126 w DEVON N mechanical 9 9
516 3144 3144 VV DEVON N mechanical|999|
517 327 301 w LAKE S Pays Display|999|
Schedule 5-Page 69
517 204 224 N POST W Pay £ Display|99|12
S17 231 211 W POST E Pay 1 Display|99|tl
517 179 155 W LAKE S Pay & Display|99|10
518 2043 2819 W HOWARD s rnechanical 10 10
519 4862 4816 N KEDZIE w mechanical 14 14
S19 4754 4700 N KEDZIE w mechanicat 18 18
519 4660 4668 N KEDZIE w mechanical|999|
519 4653 4661 N KEDZIE E mechanical|999|
519 4707 4755 N KEDZIE E mechanical 18 18
519 4609 4855 N KEDZIE E mechanical 16 16
519 3202 3210 W LELAND N mechanical|999|
519 3209 3203 W LELAND S mechanical|999|
519 3159 3145 VV LELAND S mechanical|999|
519 3146 3152 VY LELAND N mechanical|999|
520 3004 3026 W MONTROSE N eieclronic 10 10
520 3038 3054 VY MONTROSE N etectronlc|999|
520 3110 3124 W MONTROSE N electronic|999|
520 3134 3150 W MONTROSE N electronic|999|
520 3204 3218 W MONTROSE N electronic|999|
620 3236 3252 w MONTROSE N electronic 9 9
520 3302 3314 w MONTROSE N electronic|999|
520 3332 3346 w MONTROSE N electronic|999|
520 3345 3335 VY MONTROSE S electronic|999|
520 3325 3307 W MONTROSE S electronic|999|
. 620 3265 3239 W MONTROSE S electronic .9 9
520 3227 3219 W MONTROSE S electronic|999|
520 3151 3135 W MONTROSE S electronic|999|
520 3123 3115 W MONTROSE S electronic|999|
520 3055 3037 w MONTROSE s electronic|999|
520 3017 3009 YV MONTROSE S electronic|999|
520 4405 4411 N KIMBALL E electronie|999|
~" "520 4412 4412 N KIMDALL w electronic|999|
520 4348 4348 N KIMBALL w electronic|999|
521 5548 5586 N LINCOLN w electronic|999|
521 2633 2635 W BRYN MAWR s eleclronlc|999|
521 5315 5347 N LINCOLN E electronic 15 15
S21 6413 6451 H LINCOLN E etectronlc 16 18
521 6360 5338 N LINCOLN w electronic 12 12
521 6328 5314 N LINCOLN w electronic|999|
522 4552 4546 N LINCOLN w electronic|999|
522 4532 4508 N LINCOLN w electrode 13 13
522 4503 4549 N LINCOLN E etectron'c 21 21
522 4348 4304 N LINCOLN w electrcnic 18 16
522 4303 432S N LINCOLN E electronic 11 11
522 4341 4357 N LINCOLN E electrode 9 9
522 4348 4344 N LINCOLN W electronic|999|
523 2404 2422 W FULLERTON N etectronlc 10 10
523 2434 2446 W FULLERTON N electronic|999|
524 4040 4054 W LAWRENCE N electronic|999|
524 4102 4122 W LAWRENCE N eieclronic 9 9
Schedule 5-Page 70
525 2804 2810 W IRVING PARK N electronic|999|
525 2822 2824 w IRVING PARK N electrcnic|999|
525 2902 2918 w IRVING PARK N electronic|999|
525 3004 3022 w IRVING PARK N electronic|99|B
525 3025 3009 w IRVING PARK S electrcnic 9 9
525 2959 2945 w IRVING PARK S etectronlc|999|
525 2923 2905 w IRVING PARK S electronic 9 9
526 2855 2843 w IRVING PARK S electronic|999|
525 2819 2811 w IRVING PARK S electronic «
527 215 227 w RANDOLPH S Pay A Display
527 155 183 N FRANKLIN E Pay & Display |99|
527 178 154 N FRANKLIN W Pay A Display 11
527 327 305 W RANDOLPH S PayA Display 9
527 136 104 N FRANKLIN w PayA Display 10
527 20 12 N FRANKLIN w Pay A Display |99|
527 123 109 S WACKER E Pay A Display 9
527 21 73 N WACKER E Pay A Display 9
527 125 159 N WACKER E PayA Display |99|
527 130 166 S WACKER W Pay A Display 17
527 350 376 S WACKER w PayA Display 14
527 223 211 W QUINCY s Pay A Display|999|
527 230 244 W MONROE N PayA Display ,|99|
528 504 534 s WABASH W electronic 14 14
528 220 216 N WELLS w electronic|999|
528 341 339 S FRANKLIN E electronic|999|
528 105 109 N FRANKLIN E electronic|999|
.628 126 122 S FRANKLIN W electronic|999|
528 55 53 S WACKER E eleclronlc|999|
528 22 16 W MONROE N electronic|999|
528 48 44 E VAN BUREN N eieclronic|999|
528 56 sa W VAN BUREN N electronic|999|
628 37 37 VV VAN BUREN S eleclronlc|999|
528 225 223 w LAKE S eleclronlc|999|
528 209 205 w LAKE S etedronic|999|
528 214 230 s WABASH W dectronic|999|
528 402 408 s WABASH w dectronlc|999|
528 29 26 s WABASH E dectronic|999|
529 502 530 w TAYLOR N declronic 12 12
529 527 503 w TAYLOR S dedronic 13 13
529 1102 1172|99|CANAL W declronic 32 32
52!) 510 S12 W ROOSEVELT N dectronic|999|
529 1177 1101 S CANAL E declronic 26 26
530 3045 2927 s COTTAGE GROVE E declronic 19 19
530 432 424 E 29TH PLACE N dedronic|999|
530 2911 2901 s VERNON E dectronlc|999|
530 439 555 E 29THST S declronic 22 22
530 2904 2974 S LAKE PARK W dedronic 28 26
530 2977 2905 s LAKE PARK E dedronic 29 29
530 550 542 E 29THST M declronic|99|S
530 2736 2834 S ELLIS W dedronic 22 22
Schedule 5-Page 71
530 452 438 E 29THST N eleclronlc|999|
530 2920 2950 S COTTAGE GROVE W eieclronic 16 16
£30 3022 3044 s COTTAGE GROVE W eieclronic 11 11
532 966 800 s CANAL W eledronic 23 23
532 702 756 s CANAL w eleclronlc 14 14
532 905 841 s CANAL E eledronic 10 10
533 361 373 E WACKER (UPPER) s Pay* Display|999|
533 372 346 E WACKER (UPPER) N Pay & Display|99|14
533 250 216 E WACKER N declronic 17 17
533 220 250 E WACKER N dectronlc 16 16
533 253 221 E WACKER|99|dectronlc 17 17
533 286 258 N STETSON W dectronlc 12 12
533 271 265 N STETSON E dectronlc|999|
533 225 239 E WACKER S dectronlc|999|
533 301 359 E WACKER (LWR) s Pay & Display|99|25
533 365 337 E WACKER s declronic 15 15
534 631 603 W POLK s dedronic 10 10
534 533 505 W POLK s declronic 12 12
S34 504 524 wv POLK N dectronic 11 11
S34 646 570 w POLK N dedronic 9 9
534 604 632 w POLK N declronic 13 13
S35 2425 2409 s WENTWORTH E dedronic 9 9
535 2357 2335|99|WENTWORTH E dedronic 12 12
535 2323 2311 S WENTWORTH E dectronlc|999|
535 2363 2361 s WENTWORTH E dedronic|999|
535 2245 2227|99|WENTWORTH E dedronic 10 10
535 216 248 W CERMAK N dedronic 16 16
535 257 211 w CERMAK s declronic 22 22
535 2214 2218|99|WENTWORTH W dectronlc|999|
535 2230 2244|99|WENTWORTH W dectronlc|999|
535 2258 2260 S WENTWORTH W dectronlc|999|
. '535 2304 2324 S WENTWORTH W electronic 9 9
535 2336 2352 S WENTWORTH W declronic|999|
535 2404 2424 S WENTWORTH w electrcnic|999|
535 157 153 w 24 s eleclronlc|999|
535 154 160 w 24 N declronic|999|
535 208 212 w 22 N dectronlc|999|
535 211 207 w 22 S eleclronlc|999|
535 208 210 VV ALEXANDER N eleclronlc|999|
535 211 211 w ALEXANDER S electronic|999|
535 204 216 w 23 N dectronlc|999|
535 219 207 w 23 S electronic|999|
535 206 212 w 23 N declronic|999|
535 205 209 w 23 S electronic|999|
535 207 205 w 24 S electronic|999|
637 1904 1928 s ARCHER E eleclronlc t3 13
538 1141 1001 s PAULINA E. eleclronlc 28 28
538 1002 1148 s PAULINA W electronic 26 26
539 1199 1037|99|HERMITAGE E electronic 32 32
539 1044 1150 s HERMITAGE W etedronic 31 31
Schedule 5-Page 72
541 1977 1949 W OGDEN S eleclronlc 11 11
541 1923 1909 W OGDEN S dedronic|999|
541 1875 1863 VY OGDEN S declronic|999|
641 552 556 S WOLCOTT W declronic|999|
541 561 551 S WOLCOTT E dectronlc|999|
541 1904 1930 YV OGDEN N dedronic „ 11
541 1938 1974 VY OGDEN N dedronic 11
544 7104 7124 VV HIGGINS N mechanical It
544 7132 ¦ 7140 W HIGGINS N mechanical |99|
544 7141 7135 w HIGGINS S mechanical |99|
544 7123 7109 VV HIGGINS S mechanical|999|
545 220 214 N WABASH W Pay & Display |99|
545 186 174 N WABASH W Pay & Display |99|
545 136 120 N WABASH W Pay & Display |99|
545 28|99|N WABASH W Pay & Display |99|
545 22 28 S WABASH W Pay& Dlsploy |99|
545 312 318 s WABASH W Pay 6 Disprav |99|
545 431 416 s WABASH E Pay & Display 9
545 335 319 s WABASH E Pay &'Display 9
545 225 207 s WABASH E ¦ Pay S> Display ' 9
545 137 105 s WABASH E Pay 8 Display 13
545 11 29 N WABASH E Pay 6 Display |99|
645 113 143 N WABASH E' Pay & Display 12
546 795 741 M KINGSBURY E dedronic j|99|
546 731 717 N KINGSBURY E dedronic |99|
646 697 665 N KINGSBURY - E dedronic ¦7|99|
546 660 686 N KINGSBURY W dedronic ,|99|
546 704 720 N KINGSBURY w dedronic 9 9
546 734 754 M ¦ KINGSBURY w declronic|999|
546 635 619 W CHICAGO s doctronic|999|
546 457 437 w CHICAGO s dectronlc 11 11
546 429 417 w CHICAGO s dectronlc|999|
' 547 " 402 430 VY SUPERIOR N declronic 11 11
547 741 759 N HUDSON E electronic 9 9
547 760 740 N HUDSON W dectronlc 9 9
547 730 714 N HUDSON W dectronic|999|
547 713 729 N HUDSON E dectronlc •|999|
547 431 401 W SUPERIOR s dectronic 10 10
547 350 368 W SUPERIOR N dectronic|999|
S47 757 757 N SEDGWICK E dedronic|999|
547 756 748 N SEDGWICK W dectronlc|999|
647 440 468 VV . SUPERIOR N dedronic 14 14
547 467 439 W SUPERIOR s dectronic 14 14
547 730 716 N SEDGWICK w eleclronlc|999|
547 713 729 N SEDGWICK E dectronlc|999|
547 369 341 W SUPERIOR s eleclronlc 14 14
£48 672 664 N SEDGWICK w electronic|999|
548 661 667 N SEDGWICK E electronic|999|
548 410 418 VV ERIE N electronic 9 9
548 436 452 YV ERIE N eleclronlc 14 14
Schedule 5-Page 73
548 443 439 W ERIE S etectronlc|999|
548 435 423 YV ERIE S electronic 10 10
548 340 370 YV HURON N electronic 13 13
548 406 434 YY HURON N electronic 9 9
548 438 466 YV HURON N etectronlc 14 14
548 672 662 N HUDSON N electronic|999|
548 667 679 N HUDSON S electronic|999|
548 429 403 VV HURON S eleclronlc|999|
548 387 347 YV HURON s electronic|999|
548 342 360 YV ERIE N electronic 19 19
548 355 347 YV ERIE S electronic|999|
548 469 437 YV HURON S electronic ¦ 4|99|
549 2210 2210 VV TAYLOR N Pay & Display 10
549 2236 2236 YV TAYLOR N PayrS Display 12
549 2314 2314 VV TAYLOR N Pay & Display 12
549 2336 2350 YY TAYLOR N double bay/elecL|999|
549 2357 2337 YV TAYLOR S , double bay/etecl.|999|
549 231S 2315 VV TAYLOR S Pay & Display|99|11
549 2251 2221 YV TAYLOR S Pay & Display|99|25
555 2143 2121 S WENTWORTH E eteclronlc 12 •12
555 2104 2122 s WENTWORTH W etecYonlc B 9
555 2100 2160 s ARCHER N electronic 29 29
555 2161 2111 s ARCHER S etectronlc 10 16
555 2057 2045 s ARCHER S electronic|999|
655 2625 2513 s ARCHER S electronic|999|
555 2514 2528 s HALSTED w electronic|999|
555 2525 2509 s HALSTED E electronic 9 9
556 2178 2114 s ARCHER N elecYonic 63 63
556 2050 2058 s WENTWORTH W eledrodc|999|
556 2100 2120 s ARCHER N eieclronic 9 9
556 2129 2169 s ARCHER S electronic 20 20
557 2155 2139 s PRINCETON E electronic|999|
557 2115 2131|99|PRINCETON E electronic 9 9
557 2143 2133 s TAN S electronic|999|
557 2104 2128 s PRINCETON W electronic 10 10
557 2175 2101 s CHINA PLACE S electronic 36 36
557 2009 2001 s WELLS E electronic|999|
601 11|99|w 18THST S electronic|999|
601 1604 1626 s STATE w eleclronlc 12 12
601 1814 1032 s STATE w electronic 9 9
601|99|22 w CULLERTON N eleclronlc 9 9
601 29|99|w CULLERTON S dectronlc|99|a
601 2004 2136 s STATE w etrjdroric 28 28
602 2157 2131 s STATE E electronic 14 14
602|99 9|E 21STST S elecYonic|999|
602 2055 2031 s STATE E electronic|99|a
602|99 9|E CULLERTON S dectronlc|999|
602|999|E CULLERTON N dectronlc|999|
602 1935 1919 s STATE E electrode 9 9
602 1833 1803 s STATE E dectrodc 16 16
Schedule 5-Page 74
602 1751 1745 S STATE E electronic|999|
602|999|E 16THST S eleclronlc|999|
602|999|E 16TH ST N eieclronic|999|
603 40 34 E 16THST N eieclronic|999|
603 43 43 E 16THST S electronic|999|
603 1602 1724 S YV ABASH W electronic 18 18
603 1804 1938 S WABASH w electronic 26 28
603 42 32 E CULLERTON N electronic|999|
603 38 42 E CULLERTON N elecYonic|999|
603 2008 2028 S WABASH W eieclronic|999|
603 42 24 E 21ST ST N electronic|999|
603 19 21 E 21STST S electronic|999|
603 2116 2150 S WABASH W eleclronlc ¦4|99|
604 2119 2103 S WABASH E ' etedronic ¦ "9 9
604 47 51 E 21ST ST S declronic|999|
604 46 52 E 21STST N electronic|999|
604 2033 2005 S WABASH E declronic 10 10
604 45 49 E CULLERTON S electronic|999|
604 56 46 E CULLERTON N eieclronic|999|
604 1937 1803|99|WABASH E- electronic 27 27
60S 5635 5647 N ASHLAND E eleclronlc|999|
605 5742 5728 N ASHLAND W eleclronlc|999|
605 5724 5706 N ASHLAND w eleclronlc 10 10
606 1559 1511 N Doyton E electronic 21 21
807 233 251 E 115 S electronic ¦ 9 9
607 303 325 E 115 s • dectronic|99|B
607 335 355 E 115 s eleclronlc|999|
607 358 336 E 115 N eledronic 12 12
607 324 310 E 115 N eieclronic|999|
607 252 240 E 115 N electronic|999|
608 850 834 W MONTROSE N electronic ;. 7|99|
609 3203 3207 N WILTON E dectronlc|999|
609 3210 3202 N WLTON W. electronic|999|
609 955 949 W SCHOOL S declronic|999|
609 950 952 W SCHOOL N dectronlc|999|
609 1002 1008 w ROSCOE N doctronic|999|
609 1009 1003 YV ROSCOE S dectronlc|999|
609 1002 1010 VV SCHOOL N dectronlc S|99|
609 1011 1005 YV SCHOOL S dedrodc|999|
609 942 944 YV BELMONT . N dedronic|999|
609 3207 3257 N SHEFFIELD E dectronic 15 15
609 3351 3355 N SHEFFIELD E eledrodc|999|
609 3354 3310 N SHEFFIELD W dedronic 11 ' 11
609 3230 3204 N SHEFFIELD w eledronic 12 12
610 1261 1287 N Qycourn E dedronic 13 13
611 468 428 N KINGSBURY w pav& Display|99|20
611 429 465 N KINGSBURY E Pay 8 Display|99|19
612 3606 3864 S ARCHER N electronic 21 21
612 3902 3920 S ARCHER N electrode 10 10
612 3956 4032 s ARCHER N dectronlc 24 24
Schedule 5-Page 75
613 4047 4023 S ARCHER S etedronic 12 12
613 4013 3989 S ARCHER S eleclronlc|999|
613 3371 3953 S ARCHER S eleclronlc 10 10
613 3927 3903 S ARCHER S electronic 11 11
613 3361 3615 S ARCHER S eteclronlc 20 20
613 3797 3785 S ARCHER S electronic " 7|99|
620 1204 1296 S JEFFERSON w electronic 47 47
620 1431 1395 S JEFFERSON E electronic 19 19
620 1329 1305 S JEFFERSON E electronic 16 16
621 1204 1212 S CUNTON W electronic 18 18
621 1330 1326 S CLINTON w electronic 13 13
621 1431 1429 S CLINTON E eleclronlc 27 27
622 1461 1435 S WOOD E electronic 11 11
622 1427 1403 S WOOD E electronic 12 12
622 1361 1337 S WOOD E electronic 11 11
622 1329 1301 S WOOD E electronic 12 12
: 622 1249 1227 S WOOD E electronic 10 10
622 1217 1213 s WOOD E electronic|999|
622 1204 1218 s WOOD W dedronic|999|
622 1220 1244 s WOOD W dectronic 12 12
622 1302 1322 s WOOD w eledronic 10 10
622 1326 1346 s WOOD w eledronic 12 12
622 1404 1456 s WOOD w electronic 26 25
623 1240 1252 s WOLCOTT w eleclronlc 9 9
623 1302 1326 s WOLCOTT w dedronic 10 10
623 1402 1424. s WOLCOTT w electronic 13 13
623 1403 1425 s WOLCOTT E eieclronie io 10
623 1303 1325 s WOLCOTT E dectronlc 10 10
623 1231 1253 s WOLCOTT E electronic 12 12
624 1303 1328 s PAULINA W eleclronlc 11 11
624 1336 1338 s PAULINA W electronic 10 10
'--—.624 1402 1422 s PAULINA w dectronlc 9 9
624 1428 1450 s PAULINA w eleclronlc 10 10
624 1502 1510 s PAULINA w electronic|999|
624 1507 1503 s PAUUNA E electronic|999|
624 1451 1429 s PAULINA E electronic 10 10
624 1423 1403 s PAULINA E electronic 11 11
624 1359 1337 s PAULINA E electronic 10 10
624 1329 1307 s PAULINA E electronic 11 11
625 1761 1701 w 14TH PLACE S eledronic 30 30
625 1661 1615 w I4TH PLACE S electronic 24 24
625 1609 1603 w 14TH PLACE s dectronlc|999|
625 1604 1612 w 14TH PLACE N electronic|999|
625 1616 1660 w 14TH PLACE N dectronlc 21 21
625 1702 1762 w 14TH PLACE N dectronlc 31 31
626 1704 17S8 w HASTINGS N electronic 24 24
626 1860 1604 w HASTINGS N dedronic 29 29
626 1924 1960 w HASTINGS N dectronlc 26 28
626 1604 1668 w HASTINGS N declronic 27 27
626 | 1967 1903 w HASTINGS|99|dectronic 31 31
Schedule 5-Page 76
626 1803 1603 W HASTINGS S electronic 31 31
626 1703 1749 W HASTINGS S dedrodc 32 32
626 1557 1607 W HASTINGS S elecYonic 24 24
627 1969 1903 W 14TH ST S etedronic 34 34
627 1869 1603 W 14THST S dedronic 34 34
62T 1763 1703 YV 14THST S declronic 31 31
627 1659 1603 YV 14THST S elecYonic 27 27
627 1604 1650 VV 14TH ST N dectronlc 21 21
627 1702 1754 . W 14THST N elecYonic 28 26
627 1804 1862 VY 14TH ST N eledronic 29 29
627 1904 1960 YV 14TH ST N elecYonic 28 28
626 1964 1910 VY WASHBURNE S decYonic 24 24
62S 1862 1802 VV WASHBURNE S dedronic 32 32
626 1804 1864 YY WASHBURNE N eledronic 31 31
628 1904 1962 W WASHBURNE N electronic 27 27
629 1851 1803 VV 15THST S elecYonic 21 21
629 1763 1703 VV 15TH ST S electronic 31 31
629 1704 1762 W 15THST N eledronic 28 28
629 1804 1650 VV 15THST N electronic 24 24
630 1604 1758 YV 13TH ST N decYonic 38 38
630 1804 1864 W 13TH ST N elecYonic 30 30
630 1904 1960 YV 13THST N eleclronlc 12 12
630 1957 1901 w 13TH ST S elecYonic 27 27
630 1065 1801 YV 13THST S dectronlc 32 32
630 1763 1701 YV 13THST S electronic 29 29
630 1659 1605 YV 13THST s decYonic 26 26
631 1147 1131 S JEFFERSON E electronic 9 9
631 S63 547 VV GRENSHAW s dectronlc|999|
631 540 560 YV GRENSHAW N electronic 10 10
631 1111 1007 S JEFFERSON E electrode|999|
631 931 80S S JEFFERSON E dectrodc 21 21
631 757 707 S JEFFERSON E dedrodc 14 14
!" 633 621 S JEFFERSON E dedronc|999|
631 612 724|99|JEFFERSON W electrode 32 32
631 802 818 S JEFFERSON W electrode 9 9
631 824 920 S JEFFERSON YV dectrodc 21 21
631 1002 1044 S JEFFERSON W declronic IT 17
631 1132 1148 S JEFFERSON W dedrodc 9 9
636 103 129 E 47THST s electrode 13 13
636 209 233 E 47THST S decYode 11 11
636 305 329 361 E E 47THST 47THST • S S eledrodc|9 99|
636 341 eledrodc ¦ 6|99|
636 364 340 E 47THST N dedronic 10 10
636 320 302 E 47THST N eledrodc a B
636 230 208 E 47THST N electrode . 12 12
«36 134 110 E 47THST N electronic 12 12
637 1247 1231 VV TAYLOR S dedrodc 9 9
637 1227 1209 w TAYLOR S electronic 10 10
637 1212 1232 VV TAYLOR N eledrodc|999|
637 1242 1248 w TAYLOR N electrode|999|
Schedule 5-Page 77
638 210 232 N HALSTED W electronic to 10
638 448 464 N HALSTED W electronic|999|
638 512 526 N HALSTED W electorfc|999|
638 636 644 N HALSTED W electronic|999|
638 660 680 N HALSTED W elecfroric 9 9
638 902 910 n HALSTED w electronic|999|
638 940 960 n HALSTED w olectronic 10 10
638 1002 104 n HALSTED w electronic 12 12
638 1208 1230 n HALSTED w electronic|999|
638 1302 1340 n HALSTED w etedronic 17 17
638 1402 1428 n HALSTED w eledronic|999|
638 1522 1536 n HALSTED w eleclronlc|999|
638 1515 1501 N HALSTED E eleclronlc 15 1B
638 1476 1445 N HALSTED E eieclronic 15 15
638 1439 1401 N HALSTED E electronic 14 14
638 1335 1301 N HALSTED E etecUonic 16 16
638 1035 951 N HALSTED E electronic 19 19
638 945 931 N HALSTED E eledronic|999|
638 915 901 N HALSTED E electronic|999|
638 763 735 N HALSTED E etectronlc 15 15
638 727 G61 N HALSTED E eleclronlc 22 22
638 531 529 N HALSTED E electronic|999|
638 525 517 N HALSTED E dedronic 11 11
638 451 443 N HALSTED E dectronlc|999|
638 309 301 N HALSTED E dedronic|999|
638 233 221 N HALSTED E dectronlc 7.|99|
66S 1328 1352 W TAYLOR N Pay A Display|99|13
66S 1406 1450 W TAYLOR N PayA Dispiay|99|21
665 1504 1642 W TAYLOR N PovA Display|99|15
665 1557 1509 W TAYLOR S PayA Display|99|16
665 1457 1411 W TAYLOR S PayA Display|99|18
~~ 665 1357 1305 w TAYLOR S PayA Display|99|22
900 445 305 s COLUMBUS E PayA Display|99|33
900 257 119 s COLUMBUS E PayA Display|99|29
901 679 613 s COLUMBUS E double bay/alect. 17 34
901 602 530 s COLUMBUS W doubla bay/dect. B 15
902 110 228 s COLUMBUS W PayA Display|99|16
902 316 444 s COLUMBUS w Pay A Display|99|31
904 1234 1246 s MICHIGAN w declronic|999|
905 1030 1012 w WASHINGTON N dedronic|999|
B05 968 948 w WASHINGTON N electronic|999|
905 858 840 w WASHINGTON N electronic|999|
905 830 812 w WASHINGTON N eleclronlc|999|
905 103 123 N HALSTED E etectronlc|999|
905 128 100 N HALSTED W etedronic|999|
905 740 718 W WASHINGTON N eleclronlc|999|
905 656 630 w WASHINGTON N eleclronlc 9 e
DOS 628 608 w WASHINGTON N electronic 9 9
905 1053 103S w WASHINGTON S etectonlc|999|
905 1029 1017 w WASHINGTON S electontc|999|
Schedule 5-Page 78
90S 943 931 W WASHINGTON S eleclronlc|999|
SOS 917 905 VV WASHINGTON S eleclronlc|999|
905 857 831 w WASHINGTON S electronic 10 10
905 817 801 w WASHINGTON S electronic 9 9
90S 713 715 w WASHINGTON S electronic|999|
905 651 643 w WASHINGTON S electronic|999|
907 956 936 w JACKSON N elecVodc 10 10
907 916 908 w JACKSON N electronic|999|
907 840 634 VV JACKSON N electronic|999|
907 . 822 818 w JACKSON N electronic|999|
907 754 748 VY JACKSON N electronic|999|
907 740 632 VV JACKSON N decbodc 12 12
907 564 542 w JACKSON N electronic 12 12
907 947 935 w JACKSON S electronic|999|
907 917 903 w JACKSON S electronic|999|
907 851 837 w JACKSON s eieclronic|999|
907 827 817 VV JACKSON s electronic|999|
907 773 773 w JACKSON S electronic|999|
907 715 633 w JACKSON s electronic 9 9
907 628 604 w JACKSON N electronic 10 10
907 605 623 VV JACKSON S electronic 9 9
90S 100 120 S ASHLAND W eleclronlc 10 ¦ 10
908 206 230 S ASHLAND w eleclronlc 10 10
908 103 135 s ASHLAND E eleclronlc ; 12 12
908 203 231 s ASHLAND E electronic 14 14
909 82 56 E HARRISON N electronic 12 12
909 81 35 E HARRISON S electronic 11 11
909 41|99|E HARRISON S etectronlc 9 9
910 1406 1532 s MICHIGAN W electronic 28 26
910 1655 1411 s MICHIGAN E electronic 15 15
911 103 119 E 18 S dectronic|999|
911 96 86 E 16 N declronic 13 13
911 45 73 E 16 S dectronlc 12 12
011 2033 2013 S MICHIGAN E dectronlc 11 11
911 1725 1605 s MICHIGAN E dectronlc 19 19
911 1612 1738 s MICHIGAN W dedronic 24 24
911 2012 2038 s MICHIGAN w dectrcnic 14 14
911 1929 1807 s MICHIGAN E eledronic 25 25
911 1812 1928 s MICHIGAN W electronic 18 18
912 2106 2132 s MICHIGAN w declronic 11 11
912 2212 2254 s s MICHIGAN MICHIGAN _W_ w eleclronlc 14 14
912 2312 2352 dectronlc 16 16
912 2341 2301 s MICHIGAN E dectronlc 18 18
912 2249 2207 s MICHIGAN E dectrodc 12 12
912 2137 2101 s MICHIGAN E declronic 14 14
914 7010 704B s JEFFERY W rnechanical IS 15
914 7114 7120 s JEFFERY w mechanical|999|
914 7047 7003 « JEFFERY E nv*chanical 18 18
915 1418 1404 E HYDE PARK BLVD N double bay/eled.|999|
915 1411 1426 E HYDE PARK BLVD S double bay/elect|999|
Schedule 5-Page 79
915 I44S 1465 E HYDE PARK BLVD S double bay/elec!.|99 9|
915 1513 1539 E HYDE PARK BLVD S double bay/dect.|999|
915 5104 5136 S LAKE PARK w double bay/ded.|99 9|
915 1526 1514 E 52NDST N double bay/ded.|999|
915 5208 5238 S LAKE PARK W double bav/decL|99|10
915 5304 5340 S LAKE PARK W double bay/ded. 9 18
915 5404 5465 s LAKE PARK VV doublo bay/eled. 14 27
915 5202 5202 s HARPER VV dedronic|999|
91S 2562 2548 N LINDEN PLACE N electronic|999|
918 2553 2559 N LINDEN PLACE S dectronlc|999|
918 2544 2512 N KEDZIE W olectronic 17 17
918 2514 2454 N KEDZIE W declronic 9 9
918 2501 2521 N KEDZIE E eledronic • 9 9
918 2525 2539 N KEOZIE E electronic a|99|
918 3149 3129 W LOGAN BLVD S electronic 9 9
918 3127 3105 W LOGAN BLVD S eledronic 12 12
919 6445 6463 N SHERIDAN E eledronic|999|
919 6549 6559 N SHERIDAN E electronic|999|
919 6563 6E8S N SHERIDAN E electronic 9 9
919 6568 0562 N SHERIDAN W " elecr/ode|999|
920 4813 4825 N SHERIDAN E dectronlc|999|
920 4841 48SS N SHERIDAN E dectronlc|999|
920 4905 4951 N SHERIDAN E dectronlc 19 19
920 5015 5027 N SHERIDAN E electronic|999|
920 5039 5061 N SHERIDAN E electrode 12 12
920 5056 5002 N SHERIDAN W electrode 18 18
920 4944 4902 N SHERIDAN W dectrodc 15 15
920 4866 4802 N SHERIDAN w eledrodc 13 19
921 4517 4519 N SHERIDAN E electronic|999|
921 4533 4547 N SHERIDAN E electrode|999|
921 4605 4625 N SHERIDAN E electronic|999|
. 921 4643 4053 N SHERIDAN E eieclronic|999|
921 4705 4723 N SHERIDAN E electronic|999|
921 4743 4761 N SHERIDAN E eleclronlc|999|
921 4746 4708 N SHERIDAN W eleclronlc 10 10
921 4648 4606 N SHERIDAN VV electronic 11 11
922 4028 4004 N SHERIDAN w declronic 12 12
922 1002 1016 W IRVING PARK ti dedronic|999|
922 3932 3928 N SHERIDAN w dedronic|999|
922 1007 1003 W DAKIN s dedronic|999|
922 3918 3900 N SHERIDAN s dedronic 10 10
922 3909 3919 N SHERIDAN E dedronic|999|
922 3939 3955 N SHERIDAN E dectronic|999|
922 4013 4023 tl SHERIDAN E electrode|999|
923 422 446 VV DIVERSEY N dectronlc|999|
923 2805 2615 N PINE GROVE E electronic|999|
923 2814 2806 N PINE GROVE VV electrode|999|
023 506 524 W DIVERSEY N eleclronlc|999|
923 2805 281S N CAMBRIDGE E eledronic|999|
923 2812 2806 N CAMBRIDGE w dectronlc|999|
Schedule 5-Page 80
923 540 548 VY DIVERSEY N eieclronic|999|
923 550 602 VY DIVERSEY N electronic|999|
923 662 674 VV DIVERSEY N eleclronlc|999|
923 2607 2811 N ORCHARD E electronic|999|
923 2810 2806 N ORCHARD W electronic|999|
923 663 647 VV DIVERSEY S electronic|999|
923 623 569 W DIVERSEY S electronic|999|
923 559 539 w DIVERSEY S electronic|999|
923 519 503 w OIVERSEY S electronic 9 9
923 445 423 w DIVCRSEY s dectronlc|999|
924 1155 1123 w DIVERSEY S dedrodc 16 16
924 1029 1007 w DIVERSEY S dedronic 9 9
924 2752 2744 N SHEFFIELD w dedronic|999|
924 2745 2749 N SHEFFIELD E electrode|999|
924 821 809 W DIVERSEY s eleclronlc|999|
924 757 755 W DIVERSEY s electrode|999|
924 739 733 W DIVERSEY S eleclronlc|999|
924 721 701 W DIVERSEY s electronic 10 10
924 710 720 W DIVERSEY N dectrodc|999|
924 734 748 W DIVERSEY N electrode|999|
924 812 818 w DIVERSEY N dectrodc|999|
924 826 628 w DIVERSEY N etectronlc|999|
924 916 924 w DIVERSEY N electrode|999|
924 934 948 w DIVERSEY N eleclronlc|999|
924 2801 2827 N SHEFFIELD E electrode|999|
924 957 947 w WOLFRAM S electrode|999|
924 950 95S w WOLFRAM N electrode|999|
924 2835 2853 N SHEFFIELD E electrode|999|
924 957 947 W GEORGE S electronic|999|
924 946 954 W GEORGE N dectrodc|999|
924 2913 2923 N SHEFFIELD E electronic|999|
924 2822 2802 N SHEFFIELD W eledronic|999|
924" 1004 1008 W DIVERSEY N electrode|999|
924 1010 1024 W DIVERSEY N electrode 9 9
924 1138 1154 W DIVERSEY N electrode|999|
924 2807 2815 N BURLING E eledrodc|999|
924 2816 2808 N BURLING W dectronlc|999|
925 1104 1110 W EDDY N double bav/ded.|999|
925 1111 1105 W EDDY|99|double bavreiecl.|999|
925 3556 3538 N CLARK W double bav/eled.|999|
925 3530 3524 N CLARK W double bay/dect.|999|
923 1006 1010 VV CORNELIA N double bay/dect.|999|
925 1001 1021 W CORNELIA S double bav/ded.|99 9|
925 3474 3448 N CLARK W double bav/eled.|99|10
925 3449 3545 N CLARK E double bay/eled. 13 23
926 4401 4415 N CAMPBELL E electronic|999|
926 2406 2426 W MONTROSE N electronic|999|
926 2434 2444 W MONTROSE N electronic|999|
926 2475 2435 W MONTROSE S electronic 11 11
926 4346 4332 N WESTERN W dectronlc|99|e
Schedule 5-Page 81
926 4322 4312 N WESTERN W eieclronic|999|
926 430S 4331 N WESTERN E electronic 12 12
926 2403 2407 W SUNNYSIDE s electronic|999|
926 4335 4357 N WESTERN E electronic 12 12
926 4410 4454 N WESTERN W eieclronic 19 19
927 2672 2604 N HALSTED W eleclronlc 32 32
827 2608 2643 N HALSTED E electronic 16 15
927 2647 2647 N HALSTED E eleclronlc|999|
927 2651 2671 N HALSTED E electronic 10 10
927 2673 2675 N HALSTED E electrcnic|999|
927 2705 2727 N HALSTED E eieclronic|999|
926 2816 2841 N HALSTED E electronic 12 12
928 2911 2919 N HALSTED E - ¦ electronic* ¦ ~ ¦¦ - ¦ ¦ - ¦¦ 5
028 2941 2955 N HAISTFT) F electronic|999|
928 3011 3031 N HASL E eleclronlc|999|
928 3048 3020 N HALSTED w eleclronlc 11 11
928 2960 2944 N HALSTED W eleclronlc 9 9
928 2920 2906 N HALSTED w electronic|99|a
328 2846 ; 2826 N HALSTED w electronic 11 11
928 2820 2808 N HALSTED w eleclronlc|999|
929 1966 1946 N HALSTED w electronic 9 9
:929 . 1961. 1S69 N HALSTED . 'E. declronic 5-|99|
929 759 751 W ARMITAGE s dedronic|999|
329 741 733 W ARMITAGE s dedronic|999|
929 719 707 W ARMITAGE s dectronlc|999|
929 657 651 W ARMITAGE s dedronic|999|
929 702 742 W ARMITAGE N dedronic 17 17
929 2205 2219 N HALSTED E dedronic|999|
929 804 812 W WEBSTER N dedronic|999|
629 2154 2108 N HALSTED W dedronic 22 22
929 1967 1969 N HALSTED E electronic|999|
929 2058 2014 N HALSTED W dedronic 22 22
NEW LOT 1752 1752 W 95THST N Pay & Display|99|31
Schedule 5-Page 82
SCHEDULE 6
ARTICLE 7 METHODOLOGY
To the extent that there is any inconsistency between the terms set forth in Articles 1 through 20 and Schedule 6, the terms set forth in Articles 1 through 20 shall govern.
1. SETTLEMENT SYSTEM REVENUE VALUE
This is the hypothetical amount of revenue that would have been produced in the preceding
Reporting Year if the entire System were in place. It is re-calculated once each Reporting Year
as of the first Day of the Reporting Year, March 1. . .. ....
Calculating Settlement System Revenue Value
As of March 1, 2013: Settlement System Revenue Value = Aggregate Revenue Value as set forth in Amended Schedule 10 / Monthly System in Service Percentage for March 1, 2013.
As of any other March 1 beginning March 1, 2014: Settlement System Revenue Value = (Actual System Operating Revenue for the preceding Reporting Year / simple average of the Monthly System in Service Percentages during the preceding Reporting Year) plus Required Closure Payments for the preceding Reporting Year.
2. QUARTERLY SETTLEMENT AMOUNT
Step 1 - Calculating Required Closure Payment (if any)
Required Closure Payments are calculated for each month for each Concession Metered Parking Space for which the Required Closure Allowance has been exceeded. The City owes a Required Closure Payment for each Day of Required Closure in excess ofthe Required Closure Allowance.
Required Closure Payments for each Day are aggregated each month to arrive at a monthly amount and the monthly Required Closure Payments for the three months in each Quarter are then totaled and paid as part of the Quarterly Settlement Amount.
Calculating Monthly Required Closure Payment
For a given Concession Metered Parking Space (s) in month (th), the Required Closure Payment (RCP) is calculated using the following formula:
RCP(s,m) = CPAD(s,m) x (the greater off) or RCABEoM(s,m))
Schedule 6-Page 1
The formulas for calculating CPAD and RCABeom are set forth below.
, . RV(s,m) *2S% CPAD(s,m) =
Days {a)
Where:
CPAD is the Closure Payment Amount per Day for a Concession Metered Parking Space
5 in month m s is a Concession Metered Parking Space m is the month
q is the quarter to which m belongs
RV is the Revenue Value of that space .s on the given month m .
Days is the number of days within q
RCABEOM(s,m) = RCABSoM(s,m)+QRC(s,m) Where:
s is the Concession Metered Parking Space m is the month
RCABeom is the Required Closure Allowance Balance at the end of the month; provided, however, that if s is added as a Concession Metered Parking Space during m, RCABeom is zero
RCABsom is the Required Closure Allowance Balance as ofthe start of the month (calculated using the formula below):provided, however, that if s was added as a Concession Metered Parking Space during m.i, RCABsom is the Required Closure Allowance Balance as of the first Day during m.i that 5 became a designated Concession Metered Parking Space ~~-QRC is the number of Days of Required Closure in m for s; provided, however, that if s was added as a Concession Metered Parking Space during m.i, QRC is the number of Days of Required Closure during m.i and m
-RCA(s,m) if m is the first month in a Reporting
Year or if s was not a Concession Metered Parking Space for all of m.i
RCABsoM(s.m) = or
min(0, RCABEOM(s,Tn-i) in all other cases
Where:
5 is the Concession Metered Parking Space
m is the month
T/i-i is the month before m
Schedule 6-Page 2
RCA is the Required Closure Allowance
RCABeom is the Required Closure Allowance Balance at the end of the month
RCA(s.m) = if the Concession Metered Parking Space is in the Central Business District, the number equal to 8% of the number of Days during the Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations (rounded to the nearest number of Days) and based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of the Reporting Year.
RCA(s.m) - if the Concession Metered Parking Space is not in the Central Business District, the number equal to 4% of the number of Days during the Reporting Year that such Concession Metered Parking Space was a designated Concession Metered Parking Space for Metered Parking System Operations (rounded to the nearest number of Days) and based upon the assumption that such Concession Metered Parking Space will continue to be a Concession Metered Parking Space for the remainder of the Reporting Year.
Whenever RCABeom is positive, the space has exceeded its Required Closure Allowance and the City is required to make Required Closure Payments with respect to the space.
Whenever RCABeom is zero or negative, there are no Required Closure Payments.
Calculating Quarterly Required Closure Payment
The Required Closure Payment for a Quarter is equal to the total of the monthly Required Closure Payments calculated in accordance with the above calculations for each of the three months in that Quarter.
Step 2 - Calculating Quarterly System in Service ("Quarterly SIS")
Quarterly SIS = Simple average of the Monthly System In Service Percentages for each month in that Quarter.
Step 3 - Calculating Quarterly Settlement Amount
For each Quarter, beginning with the Quarter commencing March 1, 2013:
Quarterly Settlement Amount = Required Closure Payments + [25% * Settlement System Revenue Value * (1 + Annual Percentage Adjustment) * (1 - Quarterly SIS)].
3. MONTHLY SYSTEM IN SERVICE PERCENTAGE
Step I - Calculating Existing System Revenue
Schedule 6-Page 3
Existing System Revenue = Sum of the Existing Revenue of all Concession Metered Parking Spaces.
Step 2 - Calculating Aggregate Revenue Value
Aggregate Revenue Value = Sum of the Revenue Values of all Concession Metered Parking Spaces + Sum of the Revenue Value Adjustments of all Concession Metered Parking Spaces.
Step 3 - Calculating Reserved Powers System Impact ("RPSI")
RPSI = 1 - (Aggregate Revenue Value / Existing System Revenue).
Step 4 - Calculating Monthly System in Service Percentage ("SISP")
As of March 1, 2013: Monthly SISP = Aggregate Revenue Value as of March 1, 2013 / (Aggregate Revenue Value as of March 1, 2013 + $4.5 million).
As of any March 1, beginning on March 1, 20i4: Monthly SISP = Preceding month SISP * [1-RPS1] * [1 / (1 + Annual Percentage Adjustment)].
As of the first day of any other month: Monthly SISP = Preceding month SISP * [1-RPSI].
4. REVENUE VALUE
Step I - Determining the Method for Calculation
If neither a Regular Rate Adjustment nor an Expected Utilization Rate became effective with respect to a Concession Metered Parking Space during the preceding month, the Revenue Value for that space equals its Existing Revenue;
Accordingly, only Concession Metered Parking Spaces for which a Regular Rate Adjustment or an Expected Utilization Rate became effective during the preceding month require a separate Revenue Value calculation.
Step 2 - Calculating Existing Revenue
As of March 1, 2013: Existing Revenue = Revenue Value as set forth on Amended Schedule 10.
As of March 1, 2014j for all Impacted Concession Metered Parking Spaces if Revenue Value was unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = [Actual Operating Revenue for the period starting the first Day Ofthe month after the Implementation Date through January 31, 2014 + Required
Schedule 6-Page 4
Closure Payments for the period starting the first Day of the month after the Implementation Date through January 31, 2014] * [Adjustment for Seasonality set forth on Amended Schedule 10].
As of March 1, 2014, for all Non-Impacted Concession Metered Parking Spaces if Revenue Value was unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = Actual Operating Revenue for the preceding Reporting Year + Required Closure Payments for the preceding Reporting Year.
As of any March 1 beginning March 1, 2015, if Revenue Value was unchanged during the preceding Reporting Year and an Expected Utilization Rate did not become effective during the preceding Reporting Year: Existing Revenue = preceding Reporting Year Actual Operating Revenue + preceding Reporting Year Required Closure Payments.
Otherwise, on the first day of the month: Existing Revenue =. preceding.month's Revenue Value.
Step 3 - Calculating Revenue Value
As of March 1, 2013: Revenue Value = Revenue Value as set forth on Amended Schedule 10.
As of the first Day of any month if neither a Regular Rate Adjustment nor an Expected Utilization Rate became effective during the preceding month: Revenue Value = Existing Revenue.
As ofthe first Day ofthe month immediately following a month during which an Expected Utilization Rate became effective: Revenue Value = Full Utilization Amount as of the first Day of the month for which Revenue Value is being determined * Expected Utilization Rate + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
As of the first Day of any month in which a Regular Rate Adjustment became effective in the prior month (unless there was also another Reserved Power action, and an Expected Utilization Rate became effective, during that prior month in which case use the calculation in (c) above): Revenue Value = [(the Full Utilization Amount as ofthe first Day ofthe month for which Revenue Value is being determined / the Full Utilization Amount as of the first Day of the preceding month) * the Existing Revenue as of the first Day ofthe month for which Revenue Value is being determined] + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
As of the first Day of any month immediately following a month during which a Reserved Power action was reversed by the City pursuant to Section 7.9(h) (unless
Schedule 6-Page 5
(i) an Expected Utilization Rate was in effect as of the first Day of the month the Reserved Power subject to the reversal became effective, or (ii) following the reversal during the prior month, a Reserved Power action and an Expected Utilization Rate became effective, in each case use the calculation in (c) above): Revenue Value = the Full Utilization Amount as ofthe first Day ofthe month for which Revenue Value is being determined * the Utilization Rate in effect as of the first Day of the month the Reserved Power subject to the reversal became effective + any reduction as required in accordance with the Rate to Fine Multiple pursuant to Section 7.9(e).
(f) As of February 1 and March 1 if a Regular Rate Adjustment became effective during the preceding January (unless there was also another Reserved Power action, and an Expected Utilization Rate became effective, during the preceding January): Revenue Value is determined as though the Regular Rate Adjustment had become effective during February.
5. REVENUE VALUE ADJUSTMENT
Step 1 - Calculating Expected Utilization Adjustment
On every March 1, beginning March 1, 2015: Expected Utilization Adjustment = (Measured Utilization Rate - Expected Utilization Rate) / Measured Utilization Rate.
• On the first day of any other month: Expected Utilization Adjustment = 0. Step 2 -Calculating Revenue Value Adjustment
• "On every March 1, beginning March 1, 2015: Revenue Value Adjustment = Revenue
Value * Expected Utilization Adjustment.
On the first day of any other month: Revenue Value Adjustment = 0.
The Revenue Value Adjustment is calculated solely for purposes of calculating the Quarterly Settlement Amount. The Revenue Value Adjustment does not increase or decrease the Revenue Value of a Concession Metered Parking Space.
Schedule 6-Page 6
SCHEDULE 7
CONCESSION METERED PARKING SPACES
Reference is hereby made to SCHEDULE 5 and the column entitled "No. of Concession Metered Parking Spaces."
Schedule 7-Page 1
SCHEDULE 8 INTENTIONALLY DELETED
Schedule 8-Page 1
SCHEDULE 9
INITIAL PARKING FEES
The Schedule of Initial Parking Fees below is subject to the terms and provisions of the Metered Parking System Ordinance. Reference is hereby made to the Metered Parking System Ordinance for a complete and comprehensive review of the Initial Parking Fees.
Except as provided in subsection (d), within the area bounded by the south side of Congress Parkway on the south, Lake Michigan on the east, the north side of Wacker Drive on the north, and the west side of Wacker Drive on the west, the fee shall be:
$3.50 per hour on and from January 1, 2009, through and including December 31, 2009;
$4.25 per hour on and from January 1, 2010, through and including December 31, 2010;
$5.00 per hour on and from January 1, 2011, through and including December 31, 2011;
$5.75 per hour on and from January 1, 2012, through and including December 31, 2012;
$6.50 per hour on and from January 1, 2013, and thereafter.
Except as provided in subsection (d), within the area bounded by the south side of Roosevelt Road on the south, Lake Michigan on the east, the north side of North Avenue on the north, and the west side of Halsted Street on the west, excluding the area within the boundaries designated in subsection (a) of this section, the fee shall be:
$2.00 per hour on and from January 1, 2009, through and including December 31, 2009;
$2.50 per hour on and from January 1, 2010, through and including December 31, 2010;
$3.00 per hour on and from January 1, 2011, through and including December 31, 2011;
$3.50 per hour on and from January 1, 2012, through and including December 31, 2012;
$4.00 per hour on and from January 1, 2013, and thereafter.
Schedule 9-Page 1
(c) Except as provided in subsection (d), within all areas of the City, except for the areas
within the boundaries designated in subsections (a) and (b) of this section, the fee shall be:
$.1.00 per hour on and from January 1, 2009, through and including December 31, 2009;
$1.25 per hour on and from January 1, 2010, through and including December 31, 2010;
$1.50 per hour on and from January 1, 2011, through and including December 31, 2011;
$1.75 per hour on and from January 1, 2012, through and including December 31, 2012;
$2.00 per hour on and from January 1, 2013, and thereafter.
Within any area where a parking meter operates 24 hours per day, (1) prior to the Effective Date Of First Amendment, between the hours of 9 p.m. and 8 a.m., the rate shall be fifty percent of the applicable rate set forth in subsections (a), (b) and (c) above, and (2) following the Effective Date Of First Amendment, the rate shall be as set forth in Amended Schedule 10.
Notwithstanding the above, if, in the determination of the director of revenue, a reduction in the parking meter rates for certain locations ofthe city would result in more efficient traffic flow or reduction of traffic congestion in that location, the director may reduce the parking meter rates for that particular location; provided that the reduction shall not be greater than twenty-five percent of the applicable rate for that location.
Schedule 9-Page 2
SCHEDULE 10 REVENUE VALUE
To the extent that there is any inconsistency between the terms set forth in Articles 1 through 20 and this Amended Schedule 10. the terms set forth in Articles 1 through 20 shall govern.
Schedule 10-Page 1
SCHEDULE 11
FORM OF LEGAL OPINION OF THE CITY
[Letterhead of Counsel to the City] [Closing Date]
Chicago Parking Meters, LLC 1585 Broadway, 39th Floor New York, New York 10036
Ladies and Gentlemen:
We have acted as special counsel to the City of Chicago (the "City") in connection with the grant of the right to operate the Metered Parking System, from the City to Chicago Parking Meters, LLC (the "Concessionaire") pursuant to the Chicago Metered Parking System Concession Agreement, dated as of December 4, 2008 (the "Agreement"), by and between the City and Concessionaire. This opinion is being delivered to you pursuant to Section 2.4(a) of the Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Agreement.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Agreement; (ii) the Metered Parking System Ordinance; (iii) the Lender Consent dated
, 200 (the "Lender Consent") given by the City to the Concessionaire and to
; and (iv) such other records and writings as we have deemed
necessary as the basis for the opinions set forth below. In connection with such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic, original documents of all documents submitted to us via facsimile or otherwise as certified, conformed or photostatic copies, and the completeness of all records of corporate proceedings provided to us.
We express no opinion as to the applicability or effect of the laws of any state or jurisdiction other than the laws of the State of Illinois.
Based on and subject to the foregoing and the qualifications referred to below, we are ofthe opinion that, on the date hereof:
The City is a municipality and home rule unit of local government, duly organized and existing under the Constitution and laws ofthe State of Illinois.
The City Council ofthe City has (i) duly adopted the Metered Parking System Ordinance, which remains in full force and effect, (ii) duly authorized and approved the execution and delivery of the Agreement and other documents related to the transactions contemplated by the Agreement, including the Lender Consent and (iii) duly authorized and approved the performance by the City of its obligations contained in the Agreement. The City has the power and authority to adopt the Metered Parking System Ordinance, to enter into the Agreement and to do all acts and things and execute and deliver all other
Schedule 11-Page 1
documents as are required under the Agreement to be done, observed or performed by the City in accordance with the terms thereof.
3. The Agreement and the Lender Consent have each been duly authorized, executed and delivered by the City and each constitutes a valid and legally binding obligation of the City, enforceable against the City in accordance with the terms hereof, subject only to applicable bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity.
This opinion is rendered solely for your information in connection with the transaction described above and may not be relied upon by you in any other capacity or for any other purpose and may not be used or relied upon by any other Person for any purpose without our express prior written
consent, except that this opinion may be relied upon by [ V -as-
administrative agent for the lenders providing financing to the Concessionaire in connection with the Transaction.
Very truly yours,
[Counsel to the City]
Schedule 11-Page 2
SCHEDULE 12
FORM OF LEGAL OPINION OF THE CONCESSIONAIRE
[Letterhead of Counsel to the Concessionaire] [Closing Date]
City ofChicago
121 North LaSalle Street
Chicago, Illinois 60602
Ladies and Gentlemen:
We have acted as special counsel to Chicago Parking Meters, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Concessionaire"), in connection with the grant ofthe right to operate the Metered Parking System, from the City to the Concessionaire pursuant to the Chicago Metered Parking System Concession Agreement, dated as of December 4, 2008 (the "Agreement"), by and between the City and Concessionaire. This opinion is being delivered to you pursuant to Section 2.4(b) of the Agreement. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Agreement.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Agreement; and (ii) such other records and writings as we have deemed necessary as the basis for the opinions set forth below. In connection with such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic, original documents of all documents submitted to us via facsimile or otherwise as certified, conformed or photostatic copies,-and the completeness of all records of corporate proceedings provided to us.
We express no opinion as to the applicability or effect of the laws of any state or jurisdiction other than the laws of the State of [•].
Based on and subject to the foregoing and the qualifications referred to below, we are of the opinion that, on the date hereof:
The Concessionaire is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware.
The Concessionaire has the power and authority to enter into the Agreement and to do all acts and things and execute and deliver all other documents as are required under the Agreement to be done, observed or performed by the Concessionaire in accordance with the terms thereof.
The Concessionaire has duly authorized, executed and delivered trie Agreement, and the Agreement constitutes a valid and legally binding obligation of the Concessionaire, enforceable against it in accordance with the terms hereof, subject only to applicable
Schedule 12-Page 1
bankruptcy, insolvency and similar laws affecting the enforceability of the rights of creditors generally and the general principles of equity.
This opinion is rendered solely for your information in connection with the transaction described above and may not be relied upon by you in any other capacity or for any other purpose and may not be used or relied upon by any other Person for any purpose without our express prior written consent.
Very truly yours,
[Counsel to the Concessionaire]
Schedule 12-Page 2
SCHEDULE 13 FINANCIAL INFORMATION
0.25
050
0.75
1.00
3.00
Other'
RevenueAdjustment* TOTAL OPERATING REVENUE
0.037.531.65 3.81126325
6,15820656 1.509,557.68 132.176.67 (100.022.18)
19,548.734.03
8.598.701.63 3.241,515.73
5,586,873.65 1.430.33428 67.810.63 225,660.00
19,151,095 92
8.509.254.16 3.052.566.40
5,315.860.39 2J01.244.94 49,733.75 (00,747.38)
19.037.912.26
9.573.271.83 3,619.089.81 100.341.86 5.884.168.73 2.728.118.42 30.861.94 23.019.89
21.958,872.48 23.301.312.19
VENDORS
Serco
Various Unions
Andrews Decal Company
Dunbar Armored Inc
Enforcement Technology Inc
J & D Uniforms Inc
Parkeon Inc
Scnlumbergcr Johnson Pipe & Supply Company
Progressive industries Inc Root Bros MTg & Supply Company
Unlsource/JEFCO Group Inc
SERVICE Coin CoOecHon Labor
Meter Decals
Meter coin countino ¦ AuloCite main!.
Unitbrrns
ParMolo
PADS
Meter pipe
Meter Parts ' Meter Ports
Meter Parts
TOTAL OPERATING EXPENSES
712.614 2,748.819 10.701
151.550 13.200
817.294 2.573,173 23.592
73.075 13200
51.009 07,738
715.385 2.485202
12,100 37,409 95.455 44.479 13.471 227.775
906.B33 2.639.801 50.446
77.580 12.100
90.838 47,968
86.255 13.053
952.705 2,3951949 64.178 176,790 116.370 17,620 89.984 30.355 34,690
31.819 4.726
358.660 847.464 17,255 113.395
70.768 61.370 41.367 49.151
3,044 91.714
TOTAL OPERATING INCOME
Operating Margin
Duncan Industries
Machay Meters
Metro Parking Solutions LLC
Parking Maters
Parking Meters
Parking Meters TOTAL CAPITAL IMPROVMENTS
513,080 205,836
689,020 671,436 81,644
TOTAL OPERATING INCOME
|109|"Other* revenuo consists of In-car parking meter revenue, special collections, and fees (or meter closures|109|Revenue Acfcrstmcnt reflects the difference between the recorded revenues and Ihe actual revenues deposited Into the bank account.
The above schedule of revenues and expenses docs not include: rem on Ihe existing facility, vehicles, untitles, landscaping and snow removal, coin counting (prior lo 2007J. signage, In-car parking meter costs. Nextel, and various other expenses thai may have been Incurred by Ihe Metered Parking System In years 2003-2008.
Schedule 13-Page 1
SCHEDULE 14
EXEMPT PERSONS STATISTICAL SAMPLING METHODOLOGY
In determining Exempt Persons Annual Loss, the Concessionaire will utilize statistical sampling in accordance with the standards and the methodology set forth below. Certain defined terms used herein shall have the meanings ascribed to such terms in the Concession Agreement and in the last five paragraphs of this Schedule.
Exempt Person Annual Loss will be calculated separately for each Zone. Any Concession Metered Parking Spaces within a Zone that have different Metered Parking Fee Rate shall be calculated separately.
o For example, at the start of the Term, Exempt Person Annual Loss = Exempt Person Annual Loss Zone 1 + Exempt Person Annual Loss Zone 2 + Exempt Person Annual Loss Zone 3 + Exempt Person Annual Loss Zone 4 + Exempt Person Annual Loss Zone 5;
o For any Zone not surveyed by the Concessionaire, Exempt Person Annual Loss shall be zero.
Exempt Person Annual Loss will be calculated quarterly.
o CPM may calculate EPAL for the 2010-2011 Reporting Year in accordance with the following schedule:
One (1) Calculation during each ofthe second, third and fourth quarter of the Reporting Year; and
One (1) additional Calculation during either of the second or third quarter of the Reporting Year, as elected by CPM, with such additional Calculation to occur at a reasonable interval from the other Calculations.
Proportion of Exempt Persons to Paying Parkers will be multiplied by actual revenue collected in that Zone to determine the Exempt Person Annual Loss for that Zone.
"6"for example, at the start of the Term, Exempt Person Annual Loss Zone 1 = Zone 1 actual revenue * (Exempt Persons / Paying Parkers)
The Proportion of Exempt Persons to Paving Parkers will be determined through a survey taken on:
o One weekday during the quarter; o One weekend day during the quarter.
The Proportion of Exempt Persons to Paying Parkers will be the weighted average of the results of the two samples (5 days for the weekday sample and 2 days for the weekend sample). The weighted average will be calculated by multiplying by 5 the number of weekday sampled Exempt Persons plus multiplying by 2 the number of weekend day sampled Exempt Persons and dividing the sum by 5 times the number of weekday sampled Paying Parkers plus 2 times the number of weekend day sampled Paying Parkers.
Survey procedures:
o At least 10% of the Concession Metered Parking Spaces within each of the defined Zones are to be randomly selected and surveyed, except that with respect
Schedule 14-Page 1
to Zone 1, those Concession Metered Parking Spaces not selected for survey shall have a value of zero in determining Exempt Person Annual Loss.
o Each surveyed block within the selected area is to be observed four times during the survey day with at least 2 hours between the observation times
o Surveyor shall record:
The total number of vehicles parked on block;
The total number of vehicles parked on block that have validly paid for parking (Paying Parkers);
The total number of vehicles parked on block that display an Exempt Person placard (such as a disabled parking placard).
Zone 1 "CBD" means the area bounded by the north side of North Avenue on the north, Lake Michigan on the east, the south side of Roosevelt Road oh the south and the west side of Haisied Street on the west.
Zone 2 "North Side" means the area bounded by City Limits on the north, Lake Michigan on the east, North Avenue oh the south and City Limits on the west; provided that Zone 2 shall not include any portion of North Avenue itself.
Zone 3 "West Side" means the area bounded by the north side of North Avenue on the north, Halsted Street on the east, the south side of Roosevelt Road on the south and City Limits on the west; provided that Zone 3 shall not include any portion of Halsted Street itself.
Zone 4 "South Side" means the area bounded by Roosevelt Road on the north, Lake Michigan on the east, City Limits on the south and City Limits on the west; provided that Zone 4 shall not include any portion of Roosevelt Road itself.
Schedule 14-Page 2
SCHEDULE 15
PARKING ZONES
Zone 1: an area bounded on the north and west by the City limits, on the south by North Avenue (with no part of North Avenue being included) from the City limits on the west and running east to Interstate 90/94, then northwest along 1-90/94 to Cortland Street, then west along Cortland Street (with no part of Cortland Street being included) to Wood Street, then north along Wood Street (with no part of Wood Street being included) to 1-90/94, then northwest along 1-90/94 to Belmont Avenue, then east on Belmont Avenue (with both sides of Belmont Avenue being included) to Western Avenue, then north along Western Avenue (with both sides of Western Avenue being included) to Addison Street, then east on Addison Street (with no part of Addison Street being included) to Ashland Avenue, then north on Ashland Avenue (with no part of • Ashland Avenue being included) to Irving Park Road, then east on Irving Park Road (with both sides of Irving Park Road being included) to Clark Street, then south on Clark Street (with no part of Clark Street being included) to Grace Street, then east on Grace Street (with no part of Grace Street being included) to Sheffield Avenue, then south on Sheffield Avenue (with both sides of Sheffield Avenue being included) to Addison Street, then east on Addison Street (with no part of Addison Street being included) to Broadway, then south on Broadway (with both sides of Broadway being included) to Cornelia Avenue, then northeast on Cornelia Avenue (with no part of Cornelia Avenue being included) to Pine Grove Avenue, then north on Pine Grove Avenue (with both sides of Pine Grove Avenue being included) to Irving Park Road, then east on Irving Park Road (with both sides of Irving Park Road being included) to Lake Michigan, then north along Lake Michigan to the City limits on the north.
Zone 2: an area bounded on the east by Lake Michigan, on the south by North Boulevard running west to North Avenue and then running west to 1-90/94 (with no part of North Boulevard or North Avenue included), and on the west and north by the boundary with Zone 1.
Zone 31 an.ar.ea bounded on the west by the City limits, on the south by Roosevelt Road (with both sides of Roosevelt Road being included), on the east by Halsted Street (with no part of Halsted Street being included), and on the north by North Avenue (with both sides of North Avenue being included).
Zone 4: an area bounded on the south by Roosevelt Road (with both sides of Roosevelt Road being included), on the west by Halsted Street (with both sides of Halsted Street being included), on the north by North Avenue (with both sides of North Avenue being included) and on the east by Lake Michigan; provided, however, that Zone 4 shall not include any area which is part of Zone 5.
Zone 5: an area bounded on the east by Lake Michigan, on the north and west by the Chicago River and on the south by Congress Parkway (with both sides of Congress Parkway being included) running east to Lake Michigan.
Zone 6: an area bounded on the south and the west by the City limits, on the north by Roosevelt Road (with no part of Roosevelt Road being included) running east to Damen Avenue, then south on Damen Avenue (with no part of Damen Avenue being included) to West 19th Street,
Schedule 15-Page 1
then east on West 19 Street (with no part of West 19 Street being included) to Ashland Avenue, then south on Ashland Avenue (with no part of Ashland Avenue being included) to Archer Avenue, then northeast on Archer Avenue (with no part of Archer Avenue being included) to West 31st Street, then southeast on West 31st Street, continuing through Pitney Court, then east on West 31st Street (with no part of West 31st Street being included) to 1-90/94, then south on 1-90/94 to West 43rd Street, then east on West 43rd Street (with no part of West 43td Street being included) running east to Lake Michigan, then south along Lake Michigan to the City limits on the east, then south along the City limits on the east to the City limits on the south.
Zone 7: an area bounded on the east by Lake Michigan, on the north by Roosevelt Road (with no part of Roosevelt Road being included), and on the west and south by the boundary with Zone 6.
Schedule 15-Page 2
EXHIBIT A
METERED PARKING SYSTEM ORDINANCE
Exhibit A-Page 1
ORDINANCE
WHEREAS, the City of Chicago (the "City") is a body politic and corporate under the laws of the State of Illinois and a home rule unit of local government under Article VII of the 1970 Constitution ofthe State of Illinois; and
WHEREAS, the City owns and controls metered parking spaces, parking meters, pay and display stations, electronic metering devices, and other similar devices (collectively, "Parking Fee Collection Devices") and certain parking lots containing Parking Fee Collection Devices (together with the PBC Parking Lot hereinafter referred to, the "City Lots") including all improvements and supporting structures, computer systems and software used in connection with the administration thereof and the collection of metered parking fees therefrom (collectively, the "Chicago Metered Parking System"); and
WHEREAS, the Public Building Commission ofChicago (the "PBC") owns the metered parking lot located at 1752 West 95th Street, Chicago, Illinois, as more particularly described in Exhibit A, which is attached hereto and made a part hereof (the "PBC Parking Lot"); and
WHEREAS, the City desires to acquire the PBC Parking Lot and include the PBC Parking Lot in the Chicago Parking Metered System by accepting a conveyance by recordable deed and transfer of title from the PBC to the City of the PBC Parking Lot; and
WHEREAS, the PBC approved the conveyance of the PBC Parking Lot to 'the City on August 12, 2008; and
WHEREAS, the City requested qualifications from entities or groups of entities interested in making offers to enter into a concession transaction (the "Concession Transaction") whereby the City will grant certain rights to operate, maintain, improve, install and remove, and collect fees from, Parking Fee Collection Devices in the Chicago Metered Parking System, to the success fill respondent pursuant to a concession agreement (the "Concession Agreement") which grants to such respondent, among other things, the right to collect and retain the metered parking fees from the metered parking spaces designated from time to time in the Concession Agreement as "Concession Metered Parking Spaces" and to be compensated for the respondent's services in connection with metered parking spaces designated from time to time in the Concession Agreement as "Reserve Metered Parking Spaces," as otherwise expressly set forth in the Concession Agreement; the City determined that certain of the respondents were qualified to enter into the Concession Transaction (the "Qualified Respondents"); and the City provided to the Qualified Respondents materials and information concerning the Chicago Metered Parking System and the Concession Transaction; and
WHEREAS, the City issued a form for submission by the Qualified Respondents of binding offers to enter into the Concession Transaction based upon the final form of the Concession Agreement and Chicago Parking Meters, LLC (the "Concessionaire") is the Qualified Respondent whose offer provides the highest consideration to the City in the amount of $1,156,500,000; and
WHEREAS, it is in the best interests of the residents of the City and desirable for the welfare of its government and affairs to authorize the Concession Transaction with the Concessionaire and to accept from the PBC the title to the PBC Parking Lot; and
WHEREAS, the operation and maintenance of the Chicago Metered Parking System by the Concessionaire pursuant to the Concession Agreement will require amendments to the Municipal Code of Chicago (the "Municipal Code") to authorize the Concessionaire to operate and maintain the Chicago Metered Parking System; and
WHEREAS, it is advisable and necessary to authorize the execution and delivery of such
documents and agreements, and the performance of such acts, as shall be necessary in connection
with the conveyance of the title to the PBC Parking Lot, and the consummation of the
Concession Transaction:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. Incorporation of Recitals. The above recitals are expressly incorporated in and made a part of this ordinance as though fully set forth herein.
SECTION 2. Authorization of the Concession Transaction. The Mayor and the Chief Financial Officer are each authorized to enter into the Concession Agreement with the Concessionaire, providing for initial consideration to the City in. the amount of $1,156,500,000 (as adjusted in accordance with the terms of the Concession Agreement), in substantially the same form attached as Exhibit B to this ordinance, or with such changes as are not inconsistent with this ordinance and are approved by the executing officer, such officer's execution ofthe Concession Agreement to constitute conclusive evidence of the City Council's approval of any and all such changes.
^SECTION 3. Authorization of Real Estate Acquisition. The Mayor and the Chief Financial Officer are each authorized to accept a proper and recordable conveyance deed from the PBC and to execute and deliver any and all documents, instruments or certificates necessary to effect the proper conveyance of the PBC Parking Lot to the City.
SECTION 4. Execution of Documentation: Additional Authorizations.
The Mayor, the Chief Financial Officer, the City Comptroller, the Director of the Office of Budget and Management, the Director of Revenue, and the Corporation Counsel (the "Authorized Officers"), and any other City officer as shall be designated by the Authorized Officers are each authorized, individually or jointly, to execute and deliver any and all agreements, documents, instruments or certificates as the executing officer shall deem necessary, advisable or appropriate in connection with the acquisition of the PBC Parking Lot, the execution of the Concession Agreement, and the implementation of the Concession Transaction (collectively, the "Metered Parking Transaction Documents").
In addition to the authorizations and approvals set forth in the preceding paragraphs of this ordinance, any of the Authorized Officers and any other City officer as shall be designated by any ofthe Authorized Officers are each hereby authorized and directed to do all
|1010|
such other acts and things (including, without limitation, effecting an amendment, modification or supplement to any of the Metered Parking Transaction Documents consistent with the terms of this ordinance; obtaining all permits, authorizations, orders, consents and approvals required to effect the transactions contemplated by the Metered Parking Transaction Documents; assigning the City's interests under those vendor agreements related to the Chicago Metered Parking System attached as Exhibit C to this ordinance; making all necessary filings and paying all proper fees and expenses, entering into such agreements with other governmental units and agencies relating to the PBC Parking Lot or otherwise; accepting conveyance documents to effect the transfer of the PBC Parking Lot; and taking necessary actions to permit the collateral assignment of the Concessionaire's interest in the Chicago Metered Parking System) as may be necessary, advisable or appropriate to carry out the purposes of the Metered Parking Transaction Documents over the term of the Concession Agreement or otherwise to carry out the intent and purposes of this ordinance. All of the acts of each officer which are in conformity with the intent and purposes of this ordinance, whether heretofore or hereafter taken or done (including, without limitation, all subsequent payments made by the City to the Concessionaire or tendered to the City by the Concessionaire as may be required by the Concession Agreement and the retention of, and entering into agreements with, financial advisors) shall be and the same are in all respects ratified, confirmed, authorized, and approved hereby in all respects.
(c) The City shall appropriate amounts sufficient to pay when due any amounts payable by the City under the Concession Agreement and the City hereby covenants to take timely action as required by law to carry out the provisions of this subsection, but, if in any year during the Term (as defined in the Concession Agreement) of the Concession Agreement it fails to do so, this ordinance shall constitute a continuing appropriation ordinance of such amounts without any further action on the part of the City Council.
SECTION 5. Use of Concession Transaction Proceeds.
The Authorized Officers and the City Treasurer are each hereby authorized to use a portion" of the gross proceeds from the Concession Transaction, and such funds are hereby appropriated, to pay (i) any and all fees and expenses related to the Concession Transaction (including, without limitation, legal and financial advisory fees and expenses); (ii) amounts payable by the City pursuant to Section 16 hereof; and (iii) amounts payable by the City pursuant to Section 17 hereof.
The Authorized Officers and the City Treasurer are each hereby authorized to use the proceeds from the Concession Transaction, in addition to the uses described in subsection (a) above, and such funds are hereby appropriated (except where it is indicated below that any such funds are appropriated in another ordinance), to:
i. establish a revenue replacement fund to be held by the City (the "Revenue Replacement Fund") in the amount of $400,000,000, from which the investment earnings thereon (as determined by an Authorized Officer and reduced by such portion thereof as such Authorized Officer shall determine to be necessary to maintain the principal value of the Revenue Replacement Fund), shall be transferred each year, commencing in 2009, to the Corporate Fund, together with, upon the direction of an Authorized
|1010|
Officer, an amount of proceeds from such Fund as shall be sufficient to cause the total amount of funds transferred for such year from the Revenue Replacement Fund to the Corporate Fund to equal $20,000,0000 (if for such year the investment earnings on the Revenue Replacement Fund shall be less than $20,000,000); and upon such transfer, all such funds shall be subject to appropriation by the City Council;
establish a human infrastructure fund to be held by the City (the "Human Infrastructure Fund") in the amount of $100,000,000, which shall be transferred to the Corporate Fund, together with any investment earnings thereon; and upon such transfer, all such funds shall be subject to appropriation by the City Council;
establish a mid-term reserve fund to be held by the City (the "Mid-Term Fund") in the amount of $325,000,000 (together with an estimated amount of investment earnings thereon in the amount of $25,000,000), of which: (1) $100,000,000 shall be transferred to the Corporate Fund for 2009 to cover liabilities carried forward from 2008 and/or to pay notes, commercial paper and other short-term obligations heretofore or hereafter issued or entered into by the City, (2) an additional $50,000,000 shall be transferred to the Corporate Fund for 2009, (3) $50,000,000 shall be transferred to the Corporate Fund for 2010, (4) $50,000,000 shall be transferred to the Corporate Fund for 2011, and (5) $100,000,000 shall be transferred to the Corporate Fund for 2012; and
establish a budget stabilization fund (the "Stabilization Fund") to be held by the City from the proceeds of the Concession Transaction remaining after the uses described in paragraphs (a) and (b)(i) - (iii) above, in the estimated amount of approximately $324,000,000, the proceeds of which
and investment earnings thereon to be used (1) to pay amounts payable by
the City pursuant to the Concession Agreement, and (2) for such other purposes and in such other amounts as shall be approved by the City Council.
Notwithstanding any of the foregoing, no use by the City shall be made of any proceeds of the Concession Transaction for any purpose which would adversely affect existing tax-exempt bonds or other debt obligations of the City.
The provisions of Section 2-32-520 of the Municipal Code and of the written investment policy adopted by the City Treasurer pursuant to Section 2-32-515 of the Municipal Code shall not apply to the investment of any amounts of proceeds of the Concession Transaction. Any such amounts of proceeds of the Concession Transaction shall, subject to such investment guidelines, policies and objectives as are determined by the Authorized Officers, be invested by the City Treasurer in any investments that are permitted investments for public pension funds in Illinois under Section 1-113 ofthe Illinois Pension Code (40 ILCS 5/1-113); provided, however, notwithstanding the foregoing, no such amounts of proceeds of the Concession Transaction shall be invested in any of the following: common stocks (both public
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and private), hedge funds, venture capital, real estate, futures, options, currencies, bonds which have a below-investment-grade rating from any of the three major nationally recognized rating agencies; and unrated bank debt. Notwithstanding any provision of the Municipal Code, any such investments acquired with any amount of proceeds of the Concession Transaction or investment income thereon may mature beyond ten years from the date of acquisition.
(e) Pursuant to the direction of the Authorized Officers, the City Treasurer shall be authorized to engage advisors in connection with the investment of proceeds ofthe Concession Transaction, subject to the availability of appropriated funds for such purposes.
SECTION 6. Amendment of Section 2-80-040 of Municipal Code. Section 2-80-040 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
80-040 Powers and duties of the department.
The department of revenue shall have the following powers and duties:
(Omitted text is unaffected by this ordinance)
(1) Subject to subsection (p) to T-e operate off-street parking facilities owned by the city, and to collect all fees and charges for the use of such facilities;
(Omitted text is unaffected by this ordinance)
(o) To serve ex officio as the traffic compliance administrator provided for in Section 9-100-010-of the code, and in that capacity, to appoint ticketing agents, who may include a person, or the person's designee, acting pursuant to a concession agreement with the city governing the operation, maintenance, improvement, installation and removal of. and collection of fees from, certain designated parking, meters, for purposes of enforcing parking laws and regulations;
(p) To direct the operation, maintenance, improvement, installation and removal of, and collection of fees from, parking in meters consistent with the provisions of the code, and to determine average comparable meter revenue rates pursuant to Section 9-68-050; provided however that if the city council authorizes a concession agreement for the operation, improvement, installation, removal and maintenance of, and collection of fees from, certain designated parking meters, all powers provided for in subsections (1) and (p) of this section shall be performed consistent with the terms of such concession agreement;
(Omitted text is unaffected by this ordinance)
SECTION 7. Amendment of Section 3-32-020 of Municipal Code. Section 3-32-020 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
32-020 Definitions.
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When any of the following words or terms are used in this chapter, whether or not capitalized and whether or not used in a conjunctive or connective form, they shall have the meaning or construction ascribed to them in this section:
(Omitted text is unaffected by this ordinance)
(1) "Lease" or "rental" means any transfer of the possession or use of personal property, but not title or ownership, to a user for consideration, whether or not designated as a lease, rental, license or by some other term, and includes a "nonpossessory lease".
The term "nonpossessory lease" means a lease or rental wherein use but not possession of the personal property is transferred and includes, but is not limited to, leased time on or use of any and all personal property not otherwise itself rented, such as leased time on or for the use of addressing machines, billboards, calculators, computers, computer software, copying equipment or data processing equipment, whether the time is fully or partially utilized, and specifically includes a "nonpossessory computer lease".
The term "nonpossessory computer lease" means a nonpossessory lease in which the customer obtains access to the provider's computer and uses the computer and its software to input, modify or retrieve data or information, in each case without the intervention (other than de minimis intervention) of personnel acting on behalf ofthe provider. The term "nonpossessory computer lease" includes, but is not limited to, time sharing or time or other use of a computer with other users. In the case of a nonpossessory computer lease, the location of the terminal or other device by which a user accesses the computer shall be deemed to be the place of lease or rental and the place of use of the computer for purposes of the tax imposed by this chapter.
The words "lease" or "rental" shall not be construed to include an agreement which constitutes a bona fide conditional sale of personal property. The primary consideration in determining whether an agreement is a conditional sale rather than a lease or rental is whether the lessee under the agreement both is required to make payments the sum of which is at least equal to the lessor's cost ofthe personal property and, under the terms of the agreement, has the option of taking title to or ownership of the persona! property for nominal or no consideration after all payments required under the agreement have been made.
The words "lease" or "rental" shall not be construed to include an agreement which grants certain rights to a person, or the person's agent, to install remove, operate, improve and maintain and collect fees from, certain designated parking meters pursuant to a concession agreement.
The words "lease" or "rental" shall include a transfer of the use of software within the meaning of this chapter only if, for purposes of the Illinois Retailers' Occupation Tax and Illinois Use Tax, the software is not "custom" software and the transfer is an exempt license of software.
(Omitted text is unaffected by this ordinance)
SECTION 8. Amendment of Section 9-4-010 of Municipal Code. Section 9-4-010 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
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9-4-010 Definitions.
Whenever the following words and phrases are used in Chapter 9-4 through 9-103, they shall have the meanings respectively ascribed to them in this section:
(Omitted text is unaffected this ordinance)
"Parking meter" means a traffic control device which, upon being activated by deposit of currency ofthe United States, on bv electronic or other form of payment, in the amount indicated thereon or otherwise, either: (1) displays a signal showing that parking is allowed from the time of such activation until the expiration ofthe time fixed for parking in the parking meter zone in which it is located, and upon expiration of such time indicates by sign or signal that the lawful parking period has expired, or (2) issues a ticket or other token, or activates a display device; on which is printed or otherwise indicated the lawful parking period in the parking meter zone in which the parking meter is located, such ticket, or other token, or display device, to be displayed in a publicly visible location on the dashboard or inner windshield of a vehicle parked in the parking meter zone, or such ticket to be affixed on the front lamp of a motorcycle or motor scooter parked in the parking meter zone.
(Omitted text is unaffected by this ordinance)
SECTION 9. Amendment of Section 9-8-010 of Municipal Code. Section 9-8-010 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
9-8-010 Authorized - Compliance required.
(a) (1) Subject to subsection (a)(2) the The commissioner of transportation and the executive director of emergency management and communications are hereby authorized to cause-the placement, erection and maintenance of traffic-control devices as provided in the traffic code, as required to make effective the traffic ordinance of the city, and as necessary to guide and warn traffic. The commissioner of transportation and the executive director of emergency management and communications are also authorized to place and maintain temporary traffic-control devices as needed in connection with construction or special events or experimental devices for the purposes of an engineering study; provided, however, such devices shall not be maintained for longer than 180 days without city council approval. Upon the authorization of the commissioner of transportation or the executive director of emergency management and communications, the actual erection, placement and maintenance of any traffic-control device shall be performed by the appropriate city department or bureau. All traffic-control devices placed and maintained pursuant to the traffic code shall conform to the manual and specifications approved by the State of Illinois Department of Transportation and shall so far as practicable be uniform as to type and location throughout the city. All traffic-control devices so erected and not inconsistent with the provisions of state law or this code shall be official traffic-control devices.
(2) Subject to section 9-64-200, the director of revenue shall have the sole authority to cause or direct the placement, erection and maintenance of parking meters.
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(Omitted text is unaffected by this ordinance)
(d) No provision of any traffic ordinance for which traffic-control devices are required shall be enforced against an alleged violator if at the time and place ofthe alleged violation an official device is not in proper position and sufficiently legible to be seen by an ordinary observant person. Whenever a particular section does not state that signs or other devices are required, such section shall be effective even though no signs or other devices are erected or in place.
Any act involving a traffic-control device that would be a violation of this code if the device had been authorized or caused to be erected by the commissioner of transportation shall also be a violation of this code if the act involved: (1) a traffic-control device authorized or caused to be erected by the executive director of emergency management and communications; or (2) a parking meter installed and maintained: (i) by the director of revenue, or (ii) by a person for such person's designee) acting pursuant to a concession agreement approved by the city council for the operation, maintenance, improvement, installation and removal of, and the collection of fees from, certain designated parking meters.
Any person violating subsections (b) or (c) of this section shall be fined no less than $90.00 and no more than $300.00 and may be required to perform reasonable public service.
SECTION 10. . Amendment of Chapter 9-64 of Municipal Code. Chapter 9-64 of the Municipal Code is hereby amended by adding new sections 9-64-206 and 9-64-207, by adding the language underscored and by deleting the language struck through, as follows:
9-64-190 Parking Meter zones - Regulations.
It shall be unlawful to park any vehicle in a designated parking meter zone or space without depositing United States currency of the denomination indicated on the meter or by otherwise making payment by electronic or other forms of payment and putting the meter in operationorotherwise legally activating the meter and, if the meter is the type that issues a ticket or other token, or activates a display device, displaying in a publicly visible location on the dashboard or inner windshield of the vehicle or affixing to the front lamp of a motorcycle or a motor scooter a ticket, token, or display device, issued or activated by the meter, or to park any vehicle in such zone or space for a period longer than is designated on or by the meter for the value of the coin or coins deposited in the meter, or the value otherwise registered by the meter, or to park any vehicle in such zone or space displaying a stolen, altered, defaced or otherwise tampered with or counterfeited ticket, or to park any vehicle in such zone or space displaying a ticket bearing a different plate number from the plate number of the vehicle parked in such zone or space. It is not a violation of this section to park a vehicle at a zone or space served by a meter that does not function properly, provided that the meter is inoperable or malfunctioning through no fault of the vehicle's operator; and the vehicle's operator reports the meter, in compliance with the posted directions on the meter, as inoperable or malfunctioning within 24 hours of parking the vehicle in the parking meter zone or space served by the inoperable or malfunctioning meter.
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Upon the expiration of the time thus designated upon or by the meter, the operator of the motor vehicle shall then immediately remove such vehicle from the parking meter zone. No operator of any motor vehicle shall permit such vehicle to remain in the parking meter zone for an additional consecutive time period.
These provisions shall not apply to service vehicles performing professional duties pursuant to a concession agreement approved by the city council for the operation, maintenance, improvement, installation and removal of, and the collection of fees from, certain designated parking meters.
These provisions-shall not apply during all sueh-times as designated from time to time by order ofthe city council or on days established as holidays in Section 9 4 Ol 0.
9-64-200 Parking meters—Installation and pavement markings signs.
The commissioner of transportation director of revenue shall cause parking meters to be installed in parking meter zones in such numbers, during such hours of operation, and at such rates, and at such places as established by the city council, and shall have markings painted or placed upon the pavement adjacent to each parking meter, where such markings are appropriate for the type of parking meter installed, for the purpose of designating the parking space for which the meter is to be used.—The commissioner shall consult with the traffic compliance administrator in determining the number of meters necessary in any zone.
The director of revenue shall inform the commissioner of transportation about the installation of parking meters, and the commissioner of transportation shall cause signs to be installed and maintained that indicate the area is a parking meter zone or space for those parking meter zones and spaces not subject to a concession agreement approved by the city council for the operation, maintenance, improvement, installation and removal of. and the collection of fees from, certain designated parking meters.
It shall be unlawful to park any vehicle in any designated parking meter space except entirely within the area for that space.
9-64-205 Parking meter rates. Central business districts
Notwithstanding any prior ordinance establishing a different rate, the rates for parking at a metered space within the area bounded by the south side of Congress Parkway on the south, Lake Michigan on the east, and the north side of Wacker Drive on the north, and the west side of Wacker Drive on the west, shall be $0.25 per five minute period, with a total parking limit time of two hours.
Notwithstanding any prior ordinance establishing a different rate, the rates for parking in a parking meter zone or space or a city-owned parking lot comprised of parking meters that are controlled by the Department of Revenue or subject to any concession agreement approved bv the city council for operation, maintenance, improvement, installation and removal of. and collection of fees from, certain designated parking meters, shall be as follows:
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Except as provided in subsection fd). within the area bounded by the south side of Congress Parkway on the south. Lake Michigan on the east, the north side of Wacker Drive on the north, and the west side of Wacker Drive on the west, the fee shall be:
$3.50 per hour on and from January 1, 2009, through and including December 31, 2009;
$4.25 per hour on and from January 1, 2010, through and including December 31, 2010;
$5.00 per hour on and from January 1, 2011, through and including December 31, 2011;
$5.75 per hour on and from January 1, 2012, through and including December 31, 2012;
$6.50 per hour on and from January 1, 2013, and thereafter.
Except as provided in subsection (d). within the area bounded bv the south side of Roosevelt Road on the south. Lake Michigan on the east, the north side of North Avenue on the north, and the west side of Halsted Street on the west, excluding the area within the boundaries designated in subsection (a) of this section, the fee shall be:
$2.00 per hour on and from January 1. 2009, through and including December 31. 2009:
$2.50 per hour on and from January 1, 2010, through and including December 31.2010;
$3.00 per hour on and from January 1. 2011. through and including December 31. 2011;
$3-50 per hour on and from January 1, 2012, through and including December 31. 2012:
(5 > $4.00 per hour on and from January 1. 2013. and thereafter.
^-(c) Except as provided in subsection (d). within all areas of the City, except for the areas within the boundaries designated in subsections (a) and (b) of this section, the fee shall be:
$1.00 per hour on and from January 1. 2009, through and including December 31. 2009;
$1.25 per hour on and from January 1, 2010, through and including December 31, 2010;
(31 $1.50 per hour on and from January 1, 2011, through and including December 31. 2011;
$1.75 per hour on and from January 1. 2012, through and including December 31, 2012;
$2.00 per hour on and from January 1, 2013, and thereafter.
(d) Within any area where a parking meter operates 24 hours per day, between the hours of 9 p.m. and 8 a.m the rate shall be fifty percent of the applicable rate set forth in subsections (a), (b) and (c) above.
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(o) Notwithstanding the above, if. in the determination of the director of revenue, a reduction in the parking meter rates for certain locations ofthe city would result in more efficient traffic flovy or reduction of traffic congestion in that location, the director may reduce the parking meter rates for that particular location; provided that the reduction shall not be greater than twenty-five percent ofthe applicable rate for that location.
9-64-206 Parking meters-hours of operation.
Notwithstanding any prior ordinance establishing different hours of operation, the hours of operation for a parking meter shall be as follows:
(a) on residential streets, parking meters shall operate from 9:00 a.m. to 6:00 p.m Monday through Sunday, except that meters shall operate:
( U From 8:00 a.m. to 9:00 p.m Monday through Sunday, at:
9400 block of South Charles Street:
4200 block of South Whipple Street:
4200 block of South Sacramento Avenue;
4100 block of South Richmond Street;
4100 block of South Francisco Avenue;
3900 block of West School Street:
2400 block of West Homer Street:
2900 block through and including 3000 block of East 92nd Street:
500 block of West Melrose Street:
400 block of West Roslvn Place:
500 block of West Drummond Place:
900 block of West Roscoe Street:
3000 block of North Wilton Avenue:
" 1.14 4000 block of North Sawyer Avenue;
4000 block of North Spaulding Avenue;
4000 block of North Bernard Street:
1.17 4000 block of North Central Park Avenue:
3500 block of North Lawndale Avenue;
1000 block through and including 1100 block of West Glenlake Avenue;
1200 block of West Hood Avenue:
1200 block of West Norwood Street:
1200 block of West Rosedale Avenue:
1500 block of West Catalpa Avenue:
4800 block of North Winchester Avenue;
4400 block of North Campbell Avenue:
700 block of East 80th Street.
(2) From 7:00 a.m. to 7:00 p.m., Monday through Sunday, at: 1.1 1400 block o f West 19th Street;
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2800 block of North Kostner Avenue; .
4800 block of West Fletcher Street:
1900 block through and including 2000 block of North La Crosse Avenue;
2000 block of North Leclaire Avenue.
(3) From 8:00 a.m. to 6:00 p.m Monday through Sunday, at: 1.1 6900 block of North Glenwood Avenue.
(4) From 6:00 a.m. to 6:00 p.m Monday through Sunday, at: 1.1 7500 block of North Paulina Avenue.
(b) On all other streets that are not residential streets (rion-'residehtial 'street's)'; except those non-residential streets in the area within the boundaries set forth in section 9-64-205(a). parking meters shall operate from 8:00 a.m. to 9:00 p.m Monday through Sunday, except meters shall operate:
(1) From 8:00 a.m. to 9:00 p.m Monday through Saturday, at:
2.1 600 block through and including 1100 block of South Desplaines Street.
(2) 24 hours per day. Monday through Sunday, at:
The area bounded by the Eisenhower Expressway on the north. 15th Place on the south. Ashland Avenue on the east and Damen Avenue on the west;
5600 block through and including 5700 block of North Ashland Avenue;
400 block of North Kingsbury Street;
700 block of East Solidarity Drive.
(3) From 8:00 a.m. to Midnight. Monday through Sunday, at:
0 block through and including 100 block of North Pulaski Road;
0 block through and including 100 block of East Oak Street;
1300 block through and including 1400 block of North Wells Street;
1500 block of North Cleveland Avenue.
(4) From 6:00 a.m. to 9:00 p.m Monday through Sunday, at:
2600 block through and including 2900 block of West 26th Street:
2500 block of South Francisco Avenue;
2500 block through and including 2800 block of South California Avenue;
2500 block through and including 3000 block of South California Boulevard:
2700 block of West 20th Street:
2600 block through and including 2700 block of South Washtenaw Avenue.
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(5) From 7:00 a.m. to 9:00 p.m Monday through Sunday, at:
2.1 1200 block through and including 1300 block of South Halsted Street.
(cl On non-residential streets in the area within the boundaries set forth in section 9-64-205(a). parking meters shall operate 24 hours per day. Monday through Sunday, except that meters shall operate:
From 9:00 a.m. to 9:00 p.m Monday through Saturday, at: 3.1 100 South to 100 North blocks of Clark Street: and
From 8:00 a.m. to 6:00 p.m Monday through Saturday, at: 3.1 300 block of East Randolph Street (upper level only)
In city-owned parking lots comprised of parking meters that are controlled by the
Department of Revenue or subject to any concession agreement approved by the city council for
the operation, maintenance, improvement, installation and removal of, and collection of fees
from, certain designated parking meters, the parking meters shall operate 24 hours per day,
Monday through Sunday.
The time limits set forth above.shall not replace any other more restrictive parking or standing restrictions and do not relieve a person from the duty to observe other and more restrictive provisions prohibiting or limiting the standing or parking of vehicles in specified Places or at specified times.
9-64-207 Parking meter increments and maximum periods for parking.
The director of revenue shall determine the minimum time increment that may be purchased at a parking meter: provided, however, that the minimum time increment shall not be more than twenty minutes.
Notwithstanding any prior ordinance establishing maximum periods that a vehicle may park or stand at a meter, the director of revenue shall determine and post, or cause to be posted, on the meter the applicable maximum periods that may be purchased at a parking meter.
SECTION 11, Amendment of Section 9-68-050 of Municipal Code. Section 9-
68-050 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
9-68-050 Temporary disabling or removal of parking meters.
(a) In the event that one or more parking meters or metered spaces must be temporarily removed or are otherwise rendered unusable in order to accommodate properly permitted work in or affecting the public way, the permittee shall pay a monthly surcharge per meter or, in the case of meters serving multiple spaces, per metered space based upon the maximum utilization of a comparable meter in a comparable parking meter area multiplied by the applicable rate in effect for such removed or unusable meter or metered space during the
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entire time that the meter or metered space is disabled or removed, the average revenue during the preceding year in that parking meter area. In the event that no meter revenue was recorded during the preceding year, the surcharge fee shall be based on upon the average revenue during the preceding year of a similarly situated area. For meters serving multiple spaces, every linear increment of 20 feet shall be considered a metered space.
The surcharge imposed by this section shall not apply where the permittee is performing construction work pursuant to a contract with the city or other governmental entity or to any person (or such person's designee) acting pursuant to a concession agreement approved bv the city council for the operation, maintenance, improvement installation and removal of, and collection of fees from, certain designated parking meters that are the subject of the concession agreement.
In addition, if removal of one or more meters is necessary for the permitted work to proceed, the commissioner of transportation director of revenue may order temporary removal ofthe affected parking meters. The permittee shall pay a fee of $ 100.00 150.00 in advance for the removal and reinstallation of each parking meter, provided, however, that a fee of $1,000.00 shall be paid for a meter serving multiple spaces.
In the event that a city department temporarily removes or otherwise renders unusable one or more parking meters or metered spaces for a period of six hours or more, the city department shall notify the director of revenue, in a format prescribed by the director of revenue, of the location of the specific parking meter or metered space which was temporarily removed or otherwise rendered unusable. The notification shall be sent within 24 hours of temporarily removing or otherwise rendering unusable the parking meter or metered space.
SECTION 12. Amendment of Section 10-8-450 of Municipal Code. Section 10-
8-450 of the Municipal Code is hereby amended by adding the language underscored, as follows:
10-8-450 Mixing concrete
It shall be unlawful for any person to mix any dry or wet concrete, cement or plaster of any kind or description upon the surface of any public way. This provision shall not apply to the department of revenue, or its designated agent, for the operation, maintenance, improvement, installation, or removal of parking meters, or to any person for such person's designee) acting pursuant to any concession agreement with the city governing the operation, installation, improvement, removal and maintenance of. and the collection of fees from, certain designated parking meters.
SECTION 13. Amendment of Chapter 10-20 of Municipal Code. Chapter 10-20
of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
10-20-100 License
(a) No person shall make an opening in, or construct or repair any pavement in, any public way or other public place pursuant to this chapter unless that person holds a public way work license as required by this article. The public way work permit required by this article to
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make an opening in, or construct or repair any pavement in, any public way or other public place shall only be issued to a person holding such a license. Before the department of transportation issues any such permit, the department of transportation shall first require proof that the permit applicant holds such a license. Such a license shall be effective for one calendar year, and the fee for such a license shall be $125.00. Such a license may be issued at any time during a calendar year, but shall be effective only for the calendar year in which it is issued. The commissioner of transportation is hereby authorized to issue such a license and is authorized to promulgate regulations relating to such a license, including but not limited to terms and conditions for the issuance, maintenance and renewal of the license, the scope of work that may be performed under the license, and terms and conditions applicable to the insurance and letter of credit required by this article.
The public way work license specified in this section shall not be required for the placement, planting, cultivation, maintenance or removal of any tree, shrub, flower, sod or other plant material in the public way.
The public way work license specified in this section shall not be required of a government agency or of any person (or such person's designee) for the operation, maintenance, improvement, installation and removal of parking meters acting pursuant to a concession agreement with the city governing the operation, improvement, installation, removal and maintenance of. and the collection of fees from, certain designated parking meters.
10-20-150 Permit - Fees -- Issuance.
(Omitted text is unaffected by this ordinance) (g) The permit specified in this section shall not be required for
(1) the placement, planting, cultivation, maintenance or removal or any tree,
shrub,"flower, sod or other plant material in the public way; or
(2) . the operation, improvement, installation, removal and maintenance of
parking meters by a person, or the person's designee, acting pursuant to a concession agreement
with the city governing the operation, improvement, installation, removal and maintenance of.
and collection of fees from, certain designated parking meters.
10-20-300 Board of local improvements authorization.
No person shall build, construct or lay a pavement by private contract on any public way in the city, unless he first shall have made application to the board of local improvements and otherwise complied with the licensing and permitting requirements of this chapter.
Before such permit is issued, the said applicant shall deposit with the board of local improvements a sum sufficient to cover the estimated cost of engineering, inspection, supervision and other services. Against such deposit, charges shall be made by the board of local improvements for such services as may be required from time to time, at such rates as will correspond to those established by the city council for similar services. Nothing in this section shall be held to apply to pavements laid by special assessment or special taxation or to the construction, building or laying of pavement in connection with the operation, maintenance.
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improvement, installation or removal of parking meters by a person, or the person's designee, acting pursuant to a concession agreement approved by the city council governing the operation, improvement, installation, removal and maintenance of, and collection of fees from, certain designated parking meters.
SECTION 14. Amendment of Section 10-28-010 of Municipal Code. Section 10-
28-010 of the Municipal Code is hereby amended by adding the language underscored and by deleting the language struck through, as follows:
10-28-010 Permission required.
No person shall construct or maintain any bay window, bridge, wire, pipe, kiosk, or other structure or device over any public way or other public place; or any clock or post at the curb, or any clock attached outside the face of any building; or any loading platform, switch track or pushcart track upon any public way or other public place; or any tunnel or vault underneath the surface of any public way or other public place; or install or maintain any wire, pipe or conduit underneath the surface of any public way or other public place without first having obtained specific authority by ordinance passed by the city council authorizing such special privilege. Nothing in this section shall authorize any person to make an opening in, or construct or repair any pavement in the public way or other public place unless such person holds a public way work license if such a license is required by Chapter 10-20 of this Code. Provided, however, no ordinance authorizing such special privilege shall be required to construct or maintain parking meters and signs by a person, or the person's designee, acting pursuant to a concession agreement approved by the city council governing the operation, maintenance, improvement, installation and removal of, and the collection of fees from, certain designated parking meters.
Any person violating any of the provisions of this section shall be fined not less than $25.00 nor more than $200.00 for each offense. A separate and distinct offense shall be held to have been committed each day any person continues to violate this section or fails or refuses to cause the removal of such unauthorized structure within such time as may be fixed by the commissioner of business affairs and consumer protection, not exceeding 30 days, after notice in writing for such removal has been served upon the owner or person maintaining any such privilege.
For purposes of this section, "kiosk" means a freestanding, permanent structure erected as an accessory to a building, and used to provide information concerning the building and its occupants.
SECTION 15. Approval of Transfer and Change of Control. Notwithstanding any
other provision of the Concession Agreement, any Transfer (as defined in the Concession Agreement), including any Change of Control (as defined in the Concession Agreement), occurring during the Term ofthe Concession Agreement, that is subject to approval by the City must be approved by the City Council.
SECTION 16. Cook Countv Parking Taxes. During a period commencing on the Closing Date (as defined in the Concession Agreement) and ending on the earlier of (1) the first anniversary of the Closing Date, or (2) the date the Concessionaire informs the Director of
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Revenue that compliance with the requirements of that certain Cook County Parking Lot and Garage Operations Tax Ordinance (the "County Ordinance") for each of the City Lots is practicable, each Authorized Officer is authorized to pay to the Concessionaire, from proceeds of the Concession Transaction or other legally available funds, the difference, if any, between amounts imposed by Cook County, Illinois, pursuant to the County Ordinance, with respect to any City Lot and the amount that the Concessionaire is able to collect from persons parking at such City Lot.
SECTION 17. Termination of Certain Monthly Parking Rates and Permits.
Notwithstanding any prior ordinance establishing a different rate or a monthly parking permit for City-owned parking lots, the rates for parking in a City-owned parking lot comprised of parking meters that are controlled by the Department of Revenue or subject to any concession agreement approved by the City Council for the operation, maintenance, installation, removal and maintenance of, and in certain cases, collection of fees from such parking meters shall be subject to Section 9-64-205 of the Municipal Code and every monthly parking permit or pass issued for such City-owned parking lots shall terminate upon the effective date of this ordinance. The Director of Revenue shall refund to the permittee any overpayment of parking charges as a result of any early termination of a monthly parking permit pursuant to this section.
SECTION 18. Conflict; Severability. Exercise of Home Rule Power. To the
extent that any ordinance, resolution, rule, order, or provision of the Municipal Code, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall be controlling. 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 ofthe other provisions of this ordinance. No provision of the Municipal Code or violation of any provision of the Municipal Code shall be deemed to impair the validity of this ordinance or the documents or instruments authorized by this ordinance or render any such documents or instruments voidable at the option of the City; provided further, that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision ofthe Municipal Code. This ordinance is an exercise of the City's power as a home rule unit of local government under Article VII ofthe 1970 Constitution ofthe State of Illinois and is intended to override any conflicting provision of any Illinois statute that does not specifically preempt the exercise of home rule power by the City.
SECTION 19. Publication of Ordinance. This ordinance shall be published by the
City Clerk by causing to be printed in special pamphlet form at least 25 copies hereof, which copies are to be made available in his office for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this ordinance.
SECTION 20. Effectiveness. This ordinance shall be in full force and effect from
and after the date of its passage and approval, except that Section 9-64-206 of the Municipal Code shall be in full force and effect from and after January 1, 2009.
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EXHIBIT A ; PBC PARKING LOT 1752 W. 95™ STREET, CHICAGO, ILLINOIS
LEGAL DESCRIPTION: LOT 22 EXCEPT THE EAST 105 FEET AND (EXCEPT THAT PART OF LOT 22 LYING SOUTH OF A LINE 54 FEET NORTH OF AND PARALLEL TO SOUTH LINE OF SECTION 6) IN SUBDIVISION BY E.S. PIKE ENTITLED LONGWOOD IN THE SOUTHEAST 1/4 OF THE SAID SECTION 6, TOWNSHIP 37 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILL1NOIS.PIN: 25-06-424-021.
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EXHIBIT C DISMISSAL STIPULATION
BEFORE THE AMERICAN ARBITRATION ASSOCIATION
CHICAGO PARKING METERS, LLC,
Claimant, AAA Arbitration No. 51 181 Y 01253
v.
CITY OF CHICAGO,
Respondent.
JOINT STIPULATION OF DISMISSAL
Chicago Parking Meters, LLC ("CPM") and the City ofChicago ("City") (each, a "Party" and collectively, the "Parties"), by their respective counsel, HEREBY STIPULATE that:
AP claims, causes of action and other demands against the City asserted by CPM in its October 16,2012 Demand for Arbitration and all affirmative and other defenses asserted by the City as against CPM in response thereto are dismissed with prejudice.
Each Party shall bear its own costs and attorneys' fees.
Dated: ,2013
CHICAGO PARKING METERS, LLC By: CITY OF CHICAGO Bv:
One of its Attorneys Edward M. Crane David R. Pehlke Brittany D. Parling Skadden Arps, Slate, Meagher, & Flom LLP & Affiliates 155 N. Wacker Drive Chicago, IL 60606 Tel. (312) 407-0522 Fax: (312) 707-8503 One of its Attorneys Daniel E. Reidy Mark P. Rotatori Elizabeth H. Jenkins Jones Day 77 West Wacker Drive, 35th Floor Chicago, IL 60601 Tel.: (312) 782-3939 Fax: (312) 782-8585