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OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
February 5, 2014
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request of the Commissioner of Fleet and Facility Management, I transmit herewith ordinances authorizing the execution of lease and license agreements.
Your favorable consideration of these ordinances will be appreciated.
Mayor
Very truly yours,
ORDINANCE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO-
SECTION 1: On behalf of the City of Chicago as Licensor, the Commissioner of the Department of Fleet and Facility Management and the Commissioner of the Department of Family and Support Services are authorized to execute a License Agreement with Franciscan Outreach Association, as Licensee, governing access to space located at 10 South Kedzie Avenue; such License Agreement to be approved as to form and legality by the Corporation Counsel in substantially the following form:
AGREEMENT NO. 20289
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into this
day of 2014 (the "Commencement Date"), by and between THE CITY
OF CHICAGO, an Illinois Municipal Corporation and Home Rule Unit of Government (herein referred to as the "Licensor" or the "City") and FRANCISCAN OUTREACH ASSOCIATION, an Illinois Not-for-Profit Corporation (hereinafter referred to as the "Licensee").
RECITALS
WHEREAS, Licensor is the owner of the building located at 10 South Kedzie Avenue which is comprised of approximately 62,660 square feet of space, is more commonly known as the Garfield Park Community Center, and is located at 10 South Kedzie Avenue, Chicago, Illinois (the "Building"); and
WHEREAS, Licensor's Department of Family and Support Services has selected Licensee to perform certain services as outlined in the Delegate Agency Grant Agreement attached hereto and made a part hereof as Exhibit A; and
WHEREAS, Licensor has agreed to provide Licensee with access to approximately 1,400 square feet of office space located in Room 129 ofthe Building as depicted on Exhibit B attached hereto and made a part hereof (the "Premises") together with non-exclusive access to an adjacent parking lot to be used by Licensee as provided herein solely for the purpose of administering the Delegate Agency Grant Agreement and for no other purpose.
NOW THEREFORE, in consideration of the covenants, terms and conditions set forth herein, the parties hereto agree and covenant as follows:
SECTION 1. GRANT
Licensor hereby provides Licensee with access to the following described premises (as legally described in Exhibit C attached hereto and made a part hereof) situated in the City of Chicago, County of Cook, State of Illinois, to wit:
Room 129 of 10 South Kedzie Avenue comprised of approximately 1,400 square feet of space together with non-exclusive access to an adjoining parking lot all located at 10 South Kedzie Avenue, Chicago, Illinois (part of PIN 16-14-203-047).
SECTION 2. TERM
2.1 Term. The term of this Agreement (the "Term") shall begin on the Commencement Date and shall terminate on December 31, 2016, unless sooner terminated as set forth in this Agreement.
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SECTION 3. RENT, TAXES, AND UTILITIES
- Rent. Licensee shall pay rent to Licensor for access to the Premises the amount
of:
One Dollar ($1.00) for the entire Term with the receipt and sufficiency of said sum hereby acknowledged by both parties.
- Operating Costs. Licensee shall reimburse Licensor's Operating Costs for the Premises pursuant to Section 3.2.a below. Such Operating Costs are only reimbursement for Licensor's costs required by Licensor to operate the Building and the Premises for public benefit, and not as rent or profit for Licensor.
- Calculation of Operating Costs. Licensee shall pay to Licensor Operating Costs (as hereinafter defined) incurred by Licensor with regards to Licensee's proportionate use ofthe Building (the "Proportionate Use"). This Proportionate Use shall be based on the square footage of the Premises divided by the Building's total square footage. The Building's total square footage is approximately 62,660 square feet and the Premises square footage is approximately 1,400 square feet or 2.23% of the Building's total square footage. "Operating Costs" shall be based on Licensee's 2.23% Proportionate Use. Operating Costs shall include (i) all utilities (including, but not limited to gas, electricity, and water), (ii) security services, (iii) landscaping and snow removal, and (iv) Licensee's allocable share of other costs incurred by Licensor in operating the Building (excluding any capital improvements that may be required). For 2014, Licensee's Operating Costs are estimated to be, and Licensee shall initially pay, $690.29 per month (subject to subsequent accounting and adjustment which may serve to increase or decrease these estimated Operating Costs). The estimated monthly Operating Costs are set forth in Exhibit D and are subject to future adjustments.
- Reimbursement Procedure. Operating Costs shall be paid to Licensor at the City of Chicago, Department of Finance, Warrants for Collection, City Hall, 121 North LaSalle Street, Room 107, Chicago, Illinois 60602 or at such place as Licensor may from time to time designate in writing to Licensee. Licensor shall invoice Licensee for such Operating Costs on a monthly basis. In the event that Licensee does not receive such invoice from Licensor, Licensee shall contact Licensor. Licensor's failure to invoice Licensee for Operating Costs or other expenses does not constitute a waiver of payment of any such charges.
- Utilities. Licensor shall pay for gas, electricity, and water supplied to the Building. Licensee shall pay when due all charges for any applicable telephone or other communication service provided to the Premises for Licensee's use.
- Taxes. In the event that or Leasehold taxes are ever assessed against the Premises as a result of Licensee's tenancy, Licensee shall pay when due any leasehold taxes, penalties, and interest assessed or levied on Licensee's portion of the Premises without reimbursement or other setoff from Licensor. Licensee acknowledges that leasehold taxes are one (1) year in arrears in Cook County and that as a result Licensee will be responsible for satisfaction of all leasehold taxes, penalties, and interest assessed or levied on the subject Premises at least one
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year after Licensee vacates the Premises. Notwithstanding the foregoing, nothing contained herein shall preclude Licensee from contesting any charge or tax levied against the Premises. The failure of Licensee to pay such taxes, interest, and penalties during the pendency of the contest shall not constitute a default under this Agreement. Licensee's tax responsibilities under this section shall survive the expiration, cancellation, or termination of this Agreement, but payment may be a requirement for contesting such taxes.
3.5 Accord and Satisfaction. No payment by Licensee or receipt by Licensor of a lesser amount than any installment or payment of Operating Costs or other costs due hereunder shall be deemed to be other than on account ofthe amount due, and no endorsement of statement or any check or any letter accompanying any check or payment of rent shall be deemed an accord and satisfaction. Licensor may accept such check or payment without prejudice as to Licensor's right to recover the balance of such installment or payment to pursue any other remedies available to Licensor.
SECTION 4. CONDITION AND ENJOYMENT OF PREMISES, ALTERATIONS AND ADDITIONS, SURRENDER
- Covenant of Quiet Enjoyment. Licensor covenants and agrees that Licensee, upon paying the rent, Operating Costs, and upon observing and keeping the covenants, agreements, and conditions of this Agreement on its part to be kept, observed, and performed, shall lawfully and quietly hold, occupy, and enjoy the Premises (subject to the provisions of this Agreement) during the Term without hindrance or molestation by Licensor or by any person or persons claiming under Licensor.
- Maintenance. Licensor shall take reasonable efforts to maintain the Building and the Premises in a condition of good repair and good order. Licensee shall notify Licensor regarding any issues with maintenance of the Premises and/or Building. Licensee shall also notify Licensor regarding any issues with other services provided to the Premises and/or Building by Licensor or through Licensor's contractors. Licensor shall be responsible for resolving any building code violations issued on the Building and/or Premises. In the event such building code violations were caused or triggered by Licensee, Licensee shall resolve such issues at Licensee's cost or Licensor can perform such repairs subject to reimbursement from Licensee.
- Licensor's Right of Access. Licensor shall have the right of reasonable access to the Premises and/or Building, upon reasonable prior written notice to Licensee, for the purpose of inspecting and making Licensor repairs to the Premises and/or the Building and for the purposes of monitoring Licensee's compliance with the Delegate Agency Grant Agreement. Licensor shall always have access to the Premises and/or Building in the event of maintenance or security emergencies.
- Use of the Premises. Licensee shall not use the Premises in a manner that would violate any law. Licensee further covenants not to do or suffer any waste or damage any portion of the Premises and/or Building, and to comply in all respects with the laws, ordinances, orders, rules, regulations, and requirements of all federal, state, and municipal governmental departments which may be applicable to the Premises or to the use or manner of use of the
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Premises disfigurement or injury to any building or improvement on the Premises, or to fixtures and equipment thereof. Any activities on the Premises must be limited to services provided by Licensee pursuant to the Delegate Agency Grant Agreement. All such activities must be provided consistent with Licensee's not-for-profit purposes and so as to lessen the burdens of government by providing such social care services.
4.5 Alterations and Additions. Licensee may make alterations, additions, and improvements on the Premises. Any such alterations, additions, and improvements shall be in full compliance with the applicable Law, permit requirements, and building codes. In addition, Licensee will comply with all insurance requirements under this Agreement including, but not limited to, Section 6.1 (f). Licensee must obtain the prior written consent of the Commissioner of the Department of Fleet and Facility Management before commencing any alterations, additions, and or improvements including, but not limited to, telephone network switch and upgrades. Any additions and improvements shall be without cost to Licensor and shall become property of Licensor at termination without offset or other credit to Licensee. Notwithstanding the foregoing, Licensor shall not have any affirmative obligations to provide any additional services or incur additional costs for code upgrades or code repairs or other improvements to either the Premises or the Building that may be triggered by any of Licensee's alterations, additions, or improvements.
SECTION 5. ASSIGNMENT AND LIENS
- Assignment and Sublease. Licensee shall not assign this Agreement in whole or in part, or sublet the Premises or any part thereof.
- Licensee's Covenant against Liens. Licensee shall not cause or permit any lien or encumbrance, whether created by act of Licensee, operation of law or otherwise, to attach to or be placed upon Licensor's title or interest in the Premises or Building. All liens and encumbrances created by Licensee shall attach to Licensee's interest only. In case of any such lien attaching, Licensee shall immediately pay and remove such lien or furnish security or indemnify Licensor in a manner satisfactory to Licensor in its sole discretion to protect Licensor against any defense or expense arising from such lien. Except during any period in which Licensee appeals any judgment or obtains a rehearing of any such lien, or in the event judgment is stayed, Licensee shall immediately pay any judgment rendered against Licensee, with all proper costs and charges, and shall have the lien released and any judgment satisfied. If Licensee fails to pay and remove any lien or contest such lien in accordance herewith, Licensor, at its election, may pay and satisfy same, and all sums so paid by Licensor, with interest from the date of payment at the rate set at 12% per annum.
SECTION 6. INSURANCE AND INDEMNIFICATION
6.1 Insurance. Licensee shall procure and maintain at all times at Licensee's own expense, during the term of this Agreement, the insurance coverages and requirements specified below, insuring all operations related to the Agreement with insurance companies authorized to do business in the state of Illinois.
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The kinds and amounts of insurance required are as follows:
- Workers Compensation and Employers Liability Insurance. Workers Compensation and Employers Liability Insurance and Occupational Disease Insurance, as prescribed by applicable law, covering all Licensee's employees and Employer's Liability coverage with limits of not less than $500,000 each accident or illness.
- Commercial Liability Insurance. (Primary and Umbrella). Commercial Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence, for bodily injury, personal injury, and property damage liability. Coverage extensions shall include the following: All premises and operations, products/completed operations, defense, separation of insureds, and contractual liability (with no limitation endorsement). The City of Chicago, its employees, elected officials, agents, and representatives are to be named as additional insureds on a primary, non-contributory basis for any liability arising directly or indirectly from the Agreement.
- Professional/ Liability. When any professional consultants perform services in the Premises or in connection with Licensee's use ofthe Premises, Liability Insurance covering acts, errors or omissions related to such activities must be maintained with limits of not less than $3,000,000. Coverage must include contractual liability. A claims-made policy which is not renewed or replaced must have an extended reporting period of 2 years. Licensee shall provide Licensor with copies of the professional licenses and/or certificates for each of the professional consultants performing services in the Premises or in connection with the Licensee's use of the Premises.
- Automobile Liability Insurance. (Primary and Umbrella). When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Licensee shall provide Comprehensive Automobile Liability Insurance with limits of not less than $1,000,000 per occurrence, for bodily injury and property damage.
- All Risk Property Insurance. All risk property insurance coverage shall be maintained by the Licensee for full replacement value to protect against loss, damage to or destruction of property. The policy shall list the City of Chicago as an additional insured and loss payee.
The Licensee shall be responsible for all loss or damage to personal property (including but not limited to materials, equipment, tools and supplies), owned or rented, by the Licensee.
- All Risk Builders Risk Insurance. When Licensee undertakes any construction, including improvements, betterments, and/or repairs, the Licensee shall provide All Risk Builders Risk Insurance, at replacement cost, for materials, supplies, equipment, machinery and fixtures that are or will be part of the permanent facility. Coverage shall include but not limited to the following: right to partial occupancy, earth movement, flood including surface water backup and sewer backup and seepage. The City of Chicago shall be named as an additional insured and loss payee.
6.2 Other Terms of Insurance. Licensee will furnish the City of Chicago, Department of Fleet and Facility Management, Office of Real Estate Management, 30 North LaSalle Street,
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Suite 300, Chicago, Illinois 60602, original Certificates of Insurance evidencing the required coverage to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the Term of this Agreement. The Licensee shall submit evidence on insurance prior to Agreement award. The receipt of any certificates does not constitute agreement by the Licensor that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the Licensor to obtain certificates or other insurance evidence from Licensee shall not be deemed to be a waiver by the Licensee. The Licensee shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance shall not relieve Licensee of its obligation to provide Insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the Licensor retains the right to terminate the Agreement until proper evidence of insurance is provided.
The insurance shall provide for 60 days prior written notice to be given to the Licensor in the event coverage is substantially changed, canceled, or non-renewed.
Any and all deductibles or self-insured retentions on referenced insurance coverages shall be borne by Licensee.
Licensee agrees that its insurers shall waive their rights of subrogation against the Licensor of Chicago its employees, elected officials, agents or representatives.
Licensee expressly understands and agrees that any coverages and limits furnished by Licensee shall in no way limit the Licensee's liabilities and responsibilities specified within the Agreement documents or by law.
Licensee expressly understands and agrees that any insurance or self-insurance programs maintained by the City of Chicago shall apply in excess of and not contribute with insurance provided by the Licensee under the Agreement.
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. The City of Chicago, Department of Finance, Office of Risk Management, maintains the right to modify, delete, alter or change these requirements.
6.3 Licensee's Indemnification. Licensee shall indemnify, defend, and hold Licensor harmless against all liabilities, judgments, amounts paid in settlement, arbitration or mediation awards, costs, damages, and expenses (including reasonable attorney's fees, expenses, and court costs), whether such claim is related to or arises from personal injury or property damage which may be expended by or accrue against, be charged to, or be recovered from Licensor or Licensee by reason of Licensee's performance of or failure to perform any of Licensee's obligations , or Licensee's negligent acts or failure to act under this Agreement, or resulting from the acts or failure to act of Licensee's contractors^ invitees, agents, or employees or from any liability arising from access to the Premises or the Building by any of Licensee's contractors, invitees,
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agents, or employees or any third parties seeking services from Licensee under the Delegate
Agency Grant Agreement.
SECTION 7. DAMAGE OR DESTRUCTION
7.1 Damage or Destruction. If the Premises and/or the Building are damaged or destroyed or a casualty to such extent that Licensee cannot continue, occupy or conduct its normal business therein, or if, in Licensee or Licensor's opinion, the Premises and/or Building cannot be occupied, either Licensor or Licensee shall have the option to declare this Agreement terminated as of the date of such damage or destruction by giving the other party written notice of such exercise. If either party exercises this option, Licensee shall cease operations immediately and the Operating Costs shall be apportioned as of the date of such damage or destruction. Licensor shall repay to Licensee any prepaid Operating Costs.
SECTION 8. CONFLICT OF INTEREST AND GOVERNMENTAL ETHICS
- Conflict of Interest. No official or employee of the City of Chicago, nor any member of any board, commission or agency of the City of Chicago, shall have any financial interest (as defined in Chapter 2-156 of the Municipal Code), either direct or indirect, in the Premises. Nor shall any such official, employee, or member participate in making or in any way attempt to use her or his position to influence any City governmental decision or action with respect to this Agreement.
- Duty to Comply with Governmental Ethics Ordinance. Licensor and Licensee shall comply with Chapter 2-156 of the Municipal Code of Chicago, "Governmental Ethics," including but not limited to section 2-156-120, which states that no payment, gratuity, or offer of employment shall be made in connection with any City of Chicago contract as an inducement for the award of that contract or order. Any contract negotiated, entered into, or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City of Chicago.
SECTION 9. HOLDING OVER
9.1 Holding Over. Any holding over by Licensee shall be construed to be a tenancy from month to month beginning on January 1, 2017 and the rent and Operating Costs will be the same as outlined in Section 3.1 and Section 3.2 of this Agreement. During any holding over, all other provisions of this Agreement shall remain in full force and effect.
SECTION 10. MISCELLANEOUS
10.1 Notice. All notices, demands and requests which may be or are required to be given, demanded or requested by either party to the other shall be in writing. All notices, demands and requests by Licensee to Licensor shall be delivered by national overnight courier or shall be sent by United States registered or certified mail, return receipt requested, postage prepaid addressed to Licensor as follows:
City of Chicago
Department of Family and Support Services
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1615 West Chicago Avenue Chicago. Illinois 60622 With a copy to:
City of Chicago
Department of Fleet and Facility Management Office of Real Estate Management 30 North LaSalle Street, Room 300 Chicago, Illinois 60602
or at such other place as Licensor may from time to time designate by written notice to Licensee. All notices, demands, and requests by Licensor to Licensee shall be delivered by a national overnight courier or shall be sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Licensee as follows:
Franciscan Outreach Association 1645 West Lemoync Street Chicago, Illinois 60622
or at such other place as Licensee may from time to time designate by written notice to Licensor. Any notice, demand or request which shall be served upon Licensee by Licensor, or upon Licensor by Licensee, in the manner aforesaid, shall be deemed to be sufficiently served or given for all purposes hereunder at the time such notice, demand or request shall be mailed.
- Partial Invalidity. If any covenant, condition, provision, term or agreement of this Agreement shall, to any extent, be held invalid or unenforceable, the remaining covenants, conditions, provisions, terms and agreements of this Agreement shall not be affected thereby, but each covenant, condition, provision, term or agreement of this Agreement shall be valid and in force to the fullest extent permitted by law.
- Governing Law. This Agreement shall be construed and be enforceable in accordance with the laws of the State of Illinois.
- Entire Agreement. All preliminary and contemporaneous negotiations are merged into and incorporated in this Agreement. This Agreement contains the entire agreement between the parties and shall not be modified or amended in any manner except by an instrument in writing executed by the parties hereto.
- Captions and Section Numbers. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Agreement nor in any way affect this Agreement.
- Binding Effect of Agreement. The covenants, agreements, and obligations contained in this Agreement shall extend to, bind, and inure to the benefit of the parties hereto and their legal representatives, heirs, successors, and assigns.
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- Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof.
- No Principal/Agent or Partnership Relationship. Nothing contained in this Agreement shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto.
- Authorization to Execute Agreement. The parties executing this Agreement hereby represent and warrant that they are duly authorized and acting representatives of Licensor and Licensee respectively and that by their execution of this Agreement, it became the binding obligation of Licensor and Licensee respectively, subject to no contingencies or conditions except as specifically provided herein.
- Termination of Agreement. Licensor and Licensee shall have the right to terminate this Agreement for any reason by providing each other with ninety (90) days prior written notice at any time after the Commencement Date. In addition, this Agreement shall automatically terminate in the event that the Licensor is unable to appropriate funding for Licensee as required under the Delegate Agency Grant Agreement. In the event of such non-appropriation, this Agreement shall terminate on the earlier of the last day of the fiscal period for which sufficient appropriation was made or whenever the funds appropriated for payment under the Delegate Agency Grant Agreement are exhausted.
- Force Majeure. When a period of time is provided in this Agreement for either party to do or perform any act or thing, the party shall not be liable or responsible for any delays due to strikes, lockouts, casualties, acts of God, wars, governmental regulation or control, and other causes beyond the reasonable control of the party, and in any such event the time period shall be extended for the amount of time the party is so delayed.
- Licensee Default. Licensee must adhere to all provisions of this Agreement. Failure of Licensee to adhere to all provisions of this Agreement will result in default. In the event of such default, Licensor will notify Licensee in writing as to the circumstances giving rise to such default. Upon written receipt of such notice, Licensee must cure such default within thirty (30) days. If Licensee does not cure such default within thirty (30) days, Licensor may cancel this Agreement with thirty (30) days written notice. A default under the Delegate Agency Grant Agreement (after lapse of any notice and cure period provided for thereunder) shall also constitute an immediate default under this Agreement (with no additional notice or cure period).
- No Brokers. Licensee warrants to Licensor that no broker or finder (a) introduced Licensee to the Premises, (b) assisted Licensee in the negotiation of this Agreement, or (c) dealt with Licensee on Licensee's behalf in connection with the Premises or this Agreement. Licensor warrants to Licensee that no broker or finder (a) introduced Licensor to Licensee, (b) assisted Licensor in the negotiation of this Agreement, or (c) dealt with Licensor on Licensor's behalf in connection with the Premises or this Agreement. Any and all payments due from Licensee to Licensor under this Agreement shall be paid directly to Licensor.
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- Amendments. From time to time, the parties hereto may administratively amend this Agreement with respect to any provisions reasonably related to Licensee's use of the Premises and/or Licensor's administration of this Agreement, including, but not limited to, leasehold expansion or reduction within the Building and space remeasurement. Provided, however, that such Amendment(s) shall not serve to extend the Term hereof nor serve to otherwise materially alter the essential provisions contained herein. Such Amendment(s) shall be in writing, shall establish the factual background necessitating such alteration, shall set forth the terms and conditions of such modification, and shall be duly executed by both Licensor and Licensee. Such Amendment(s) shall only take effect upon execution by both parties. Upon execution, such Amendment(s) shall become a part of this Agreement and all other provisions of this Agreement shall otherwise remain in full force and effect.
- Compliance with Delegate Agency Grant Agreement. Licensee shall at all times be in compliance with the Delegate Agency Grant Agreement or any agreements entered into between Licensee and Licensor's Department of Family and Support Services relative to the Premises and/or Building.
- Access to Parking Lot. Licensee, its agents, employees, licensees, contractors, clients, and invitees shall have non-exclusive access to the rear parking lot of the Building on a first-come first-served basis. Such use of the rear parking lot shall be subject to all rules in place, or hereinafter in place, governing the access to the rear parking lot. Licensee acknowledges that Licensor may from time to time lease parts of the parking lot to other parties. Licensor and Licensee acknowledge that in fulfilling Licensor and Licensee's public benefit mission, the parking lot is provided primarily for the benefit of Licensor's clients and Licensee's clients and not as staff parking.
- Existing Furniture. Licensee may use any furniture belonging to Licensor and located within the Premises. Licensor shall retain ownership of such furniture and equipment.
- No Other Rights. The execution of this Agreement does not give Licensee any other right with respect to the Premises and/or Building. Any rights not expressly granted to Licensee through this Agreement are reserved exclusively to Licensor. Unless otherwise specified in this Agreement, execution of this Agreement does not obligate Licensor to undertake any additional duties or services.
- Municipal Marketing Efforts. The City shall have the right to install digital advertising sign on the adjoining parking lot or on the Building as part of the City's municipal marketing efforts, subject to the separate approval of City Council.
- No Construction against Preparer. This Agreement shall not be interpreted in favor of either the Licensor or Licensee. Licensor and Licensee acknowledge that both parties participated fully in the mutual drafting of this Agreement.
SECTION 11. RESPONSIBILITIES OF LICENSEE
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- Licensee Inspection. Licensee has inspected the Premises, the Building, and all related areas and grounds. Licensee is satisfied with the physical condition thereof. Licensee accepts the Premises and the Building in "as-is" condition.
- Custodial Services. Licensee shall be responsible for providing custodial services to the Premises. Custodial services shall include, but shall not be limited to, cleaning, washing, emptying wastepaper baskets, and sweeping. At a later date, Licensee may opt into Licensor's custodial service. In such event, custodial services shall be included as reimbursable Operating Costs.
- Access to Public Shelter Space. Licensee shall have non-exclusive access to the approximately 2,430 square feet public homeless shelter space (the "Shelter") located on the l6' floor of the Building as identified on Exhibit B. The Shelter shall be used by clients of the Licensor's Department of Family and Support Services, by Licensee's clients, and by members of the general public. Licensee shall not be required to pay Operating Costs allocable to the Shelter. Licensee's use of the Shelter shall, however, be subject to all of the other terms and conditions of this Agreement.
- General Condition. Licensee shall keep the Premises in a sanitary condition, free of insects, rodents, vermin, and other pests. Licensee shall be responsible for payment of any extermination services that may be required to resolve any issues that may arise from Licensee's failure to maintain the Premises in a sanitary condition, free of insects, rodents, vermin, and other pests.
- Use of Phone Lines and Data Lines. Where possible, Licensee shall use Licensor's existing phone and data lines for Licensee's phone and data lines. If Licensee requires additional or new phone or data lines, Licensee shall pay for all costs required for such additional or new phone or data lines. Licensee shall also be responsible for removal or relocation of any City phone or data lines that may be required for installation of Licensee's equipment. In the event that that Licensee uses the City's phone lines or data lines, Licensor's cost for such phone lines shall be included as a fully reimbursable Operating Cost per Section 3.3 of this Agreement.
- Security. Licensor shall provide security for the Building and the Premises. Licensee shall secure Licensee's property located within the Premises. Licensor's security costs shall be included as reimbursable Operating Costs. Licensee shall abide by any security rules that may apply to the Building and/or the Premises.
- Security Procedures. Licensor shall provide Licensee with a key and, if applicable, a security code, for Licensee's access to the Building entrance and the Premises. If Licensee desires to access the Premises or Building before the Building opens or after it closes, it shall be the Licensee's responsibility to open and close the Building and Premises.
- Repairs for Licensee Negligence. Vandalism, or Misuse. Licensee shall assume responsibility for any repairs to the Premises and/or Building necessitated by the negligence, vandalism, or misuse of the Premises and/or Building or equipment therein by Licensee's employees, invitees, agents, clients, or contractors.
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- Fire Extinguishers. Licensor shall provide and maintain fire extinguishers as may be required by applicable code in the Building and the Premises at all times.
- Signage. Licensee may place exterior and interior signage on the Premises and/or Building. Such signage and placement must be approved in writing by the Commissioner of the Department of Fleet and Facility Management.
- Hazardous Materials. Licensee shall keep out of the Premises materials which cause a fire hazard or safety hazard. Licensee shall not store any hazardous materials within the Premises and/or Building. Licensee shall dispose of all medical wastes, if any, at Licensee's cost and in accordance with any applicable laws.
- Illegal Activity. Licensee, or any of its agents or employees, shall not perform or permit any practice that is injurious to the Premises or the Building, is illegal, or increases the rate of insurance on the Premises and/or the Building.
- No Alcohol or Illegal Drugs. Licensee agrees that no alcoholic beverages or illegal drugs of any kind or nature shall be sold, given away, or consumed on the Premises or Building by Licensee's staff, contractors, agents, invitees, or clients.
- Licensing and Permits. For any activity which Licensee desires to conduct on the Premises in which a license or permit is required, said license or permit must be obtained by Licensee prior to using the Premises for such activity. The Department of Family and Support Services and the Department of Fleet and Facility Management must be notified of any such license or permit. Failure to obtain and maintain a required license or permit shall constitute a breach ofthe terms of this Agreement.
- Full Liability. Licensee assumes full legal and financial responsibility and liability for any use of the Premises by Licensee, Licensee's staff, Licensee's contractors, Licensee's agents, invitees, and clients entering the Premises to receive services from Licensee.
- Non-Discrimination. Licensee agrees that Licensee shall not discriminate on the basis of race, color, sex, age, religion, disability, national origin, sexual orientation, marital status, parental status, military discharge status, immigration status, or source of income with respect to services provided by Licensee on the Premises. Licensee shall not use the Premises for any religious or political purposes.
- Building Rules. Licensee shall comply with all reasonable rules and regulations in place on the Commencement Date or thereafter promulgated in writing by Licensor for the Building including, but not limited to, any parking lot rules and regulations.
- Economic Disclosure Statement and Affidavit Updates. Throughout the Agreement Term and during any holding over periods, Licensee shall provide Licensor with any material updates to the information previously submitted in Licensee's Economic Disclosure Statement and Affidavit. Licensor may also request such updates from time to time. Failure to provide such information on a timely basis shall constitute a default under this Agreement.
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AGREEMENT NO. 20289
- Trade Fixtures. Licensee shall maintain Licensee's equipment and trade fixtures in the Premises in good condition. Upon the termination or cancellation of this Agreement, Licensee shall remove Licensee's personal property and equipment and shall repair any injury or damage to the Premises and/or the Building resulting from such removal. If Licensee does not remove Licensee's furniture, machinery, trade fixtures and all other items of personal property, Licensor may, at its option, remove the same and deliver them to any other place of business of Licensee or warehouse the same. Licensee shall pay the cost of such removal, including the repair for such removal, delivery and warehousing, to Licensor on demand, or Licensor may treat such property as being conveyed to Licensor with this Agreement serving as a bill of sale, without further payment or credit by Licensor to Licensee.
- Condition on Surrender. Upon the termination or cancellation of this Agreement, Licensee shall surrender the Premises to Licensor in a comparable or better condition to the condition of the Premises at the beginning of Licensee's occupancy, with normal wear and tear excepted.
SECTION 12. LICENSEE DISCLOSURES AND REPRESENTATIONS
- Business Relationships. Licensee acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (C) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. Licensee hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
- Patriot Act Certification. Licensee represents and warrants that neither Licensee nor any Affiliate thereof (as defined in the next paragraph) is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department ofthe Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment, the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
As used in the above paragraph, an "Affiliate" shall be deemed to be a person or entity related to Licensee that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Licensee, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results
13
AGREEMENT NO. 20289
in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.
12.3 Prohibition on Certain Contributions-Mayoral Executive Order No. 2011-4. Licensee agrees that Licensee, any person or entity who directly or indirectly has an ownership or beneficial interest in Licensee of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Licensee's contractors (i.e., any person or entity in direct contractual privity with Licensee regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Licensee and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (i) after execution of this Agreement by Licensee, (ii) while this Agreement or any Other Contract is executory, (iii) during the term of this Agreement or any Other Contract between Licensee and the City, or (iv) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4.
Licensee represents and warrants that from the date the City approached the Licensee or the date Licensee approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Licensee agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
Licensee agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Notwithstanding anything to the contrary contained herein, Licensee agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Agreement, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
14
AGREEMENT NO. 20289
If Licensee intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the execution of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to his political fundraising committee.
"Other Contract" means any other agreement with the City of Chicago to which Licensee is a party that is (i) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council of the City of Chicago.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
-
- they are each other's sole domestic partner, responsible for each other's common welfare; and
- neither party is married; and
- the partners are not related by blood closer than would bar marriage in the State of Illinois; and
- each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
- two of the following four conditions exist for the partners:
- The partners have been residing together for at least 12 months.
- The partners have common or joint ownership of a residence.
- The partners have at least two of the following arrangements:
-
- joint ownership of a motor vehicle;
- a joint credit account;
- a joint checking account;
- a lease for a residence identifying both domestic partners as tenants.
- Each partner identifies the other partner as a primary beneficiary in a will.
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
15
AGREEMENT NO. 20289
- Waste Ordinance Provisions. In accordance with Section 11-4-1600(e) ofthe Municipal Code of Chicago, Licensee warrants and represents that it, and to the best of its knowledge, its contractors and subcontractors, have not violated and are not in violation of any provisions of Section 7-28 or Section 11-4 of the Municipal Code (the "Waste Sections"). During the period while this Agreement is executory, Licensee's, any general contractor's or any subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an event of default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation ofthe Chief Procurement Officer. Such breach and default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit Licensee's, general contractor's and its subcontractor's duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement, and may further affect the Licensee's eligibility for future contract awards.
- Failure to Maintain Eligibility to do Business with City. Failure by Licensee or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of this Agreement and the transactions contemplated thereby. Licensee shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.
- Cooperation with Inspector General and Legislative Inspector General. It is the duty of every officer, employee, department, agency, contractor, subcontractor, user of real property and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Licensee understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.
- Shakman Prohibitions.
(i) The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and
Accord" (the "Shakman Accord") and the August 16, 2007 "City of Chicago Hiring Plan" (the
"City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No
69 C 2145 (United States District Court for the Northern District of Illinois). Among other
things, the Shakman Accord and the City Hiring Plan prohibit the City from hiring persons as
governmental employees in non-exempt positions on the basis of political reasons or factors.
(ii) Licensee is aware that City policy prohibits City employees from directing any
individual to apply for a position with Licensee, either as an employee or as a subcontractor, and
from directing Licensee to hire an individual as an employee or as a subcontractor. Accordingly,
Licensee must follow its own hiring and contracting procedures, without being influenced by
City employees. Any and all personnel provided by Licensee under this Agreement are
employees or subcontractors of Licensee, not employees of the City of Chicago. This Agreement
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AGREEMENT NO. 20289
is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Licensee.
- Licensee will not condition, base, or knowingly prejudice or affect any term or term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
- In the event of any communication to Licensee by a City employee or City official in violation of Section 12.7(ii) above, or advocating a violation of Section 12.7(iii) above, Licensee will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Licensee will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to the contract.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
17
AGREEMENT NO. 20289
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Commencement Date.
LICENSOR:
THE CITY OF CHICAGO,
an Illinois Municipal Corporation and Home Rule Unit of Government
DEPARTMENT OF FAMILY AND SUPPORT SERVICES
By:
Commissioner
DEPARTMENT OF FLEET AND FACILITY MANAGEMENT
By:
Commissioner
APPROVED AS TO FORM AND LEGALITY: BY: DEPARTMENT OF LAW
By:
Deputy Corporation Counsel Real Estate Division
LICENSEE:
FRANCISCAN OUTREACH ASSOCIATION,
an Illinois Not-for-Profit Corporation
By:
Name:
Its:
18
EXHIBIT A
DELEGATE AGENCY GRANT AGREEMENT
(to come)
EXHIBIT B DEPICTION OF PREMISES
EXHIBIT C
LEGAL DESCRIPTION OF PREMISES
PART OF LOTS 40 & 41 IN BLOCK 1 OF SUPERIOR COURT PARTITION OF THE EAST Vz OF THE NORTHEAST % OF THE NORTHEAST % OF SECTION 14 TOWNSHIP 39 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY ILLINOIS.
PIN: 16-14-203-047 (partial)
Common Address:
10 South Kedzie Avenue
EXHIBIT D
ESTIMATED OPERATING COSTS FOR 214
GARFIELD PARK COMMUNITY CENTER 10 SOUTH KEDZIE AVENUE (subject to future adjustments)
Operating Costs Building Annual
Electricity Service $136,581
Gas Service $26,672
Custodial Services excluded ($ 174,123)
Security Services $178,637
Other Contract Services $29,567
$371,457
10 South Kedzie Avenue Premises = 2.23% of Building
10 South Kedzie Avenue Premises Annual Operating Costs ($371,457 X 2.23%) = $8,283.49 10 South Kedzie Avenue Premises Monthly Operating Costs ($8,536.82/12) = $690.29
EXHIBIT A
DELEGA TE A GENCY GRANT AGREEMENT
(to come)
EXHIBIT B DEPICTION OF PREMISES
EXHIBIT C
LEGAL DESCRIPTION OF PREMISES
PART OF LOTS 40 & 41 IN BLOCK 1 OF SUPERIOR COURT PARTITION OF THE EAST Vi OF THE NORTHEAST XA OF THE NORTHEAST % OF SECTION 14 TOWNSHIP 39 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY ILLINOIS.
PIN: 16-14-203-047 (partial)
Common Address:
10 South Kedzie Avenue
EXHIBIT D
ESTIMATED OPERATING COSTS FOR 214
GARFIELD PARK COMMUNITY CENTER 10 SOUTH KEDZIE AVENUE (subject to future adjustments)
Operating Costs Building Annual
Electricity Service Gas Service Custodial Services Security Services Other Contract Services
$136,581
$26,672 excluded ($\74,\23) $178,637
$29,567 $371,457
10 South Kedzie Avenue Premises = 2.23% of Building
10 South Kedzie Avenue Premises Annual Operating Costs ($371,457 X 2.23%) = $8,283.49 10 South Kedzie Avenue Premises Monthly Operating Costs ($8,536.82/12) = $690.29
10 South Kedzie Avenue Franciscan Outreach Association Agreement No. 20289
SECTION 2: This Ordinance shall be effective from and after the date of its passage and approval.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Franciscan Outreach Association
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- [x] the Applicant
OR
- [] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [ ] a legal entity with a right of control (see Section II.B.L) State the legal name of the entity in
which the Disclosing Party holds a right of control:
- Business address of the Disclosing Party: 1645 W. LeMoyne St.
Chicago, IL 60622 .
- Telephone: (773) 278-6724 Fax: (773) 278-7120 Email: carla@franoutreach.org
- Name of contact person: Carla Drumhiller Smith
- Federal Employer Identification No. (if you have one):
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
License agreement at 10 S. Kedzie
G. Which City agency or department is requesting this EDS? Fleet and Facility Management
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Vcr. 01-01-12
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
] Person [ ]
] Publicly registered business corporation [ ]
] Privately held business corporation [ ]
] Sole proprietorship [X]
] General partnership (Is
] Limited partnership
] Trust []
Limited liability company
Limited liability partnership
Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[x] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
No members
See attached page 2.1
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
Board of Directors
Page 2.1
Board Member |
Position on Board |
Margaret Scanlan Brown |
Chairman |
Brian Moore |
Deputy Chairman |
Philip Doran |
Director |
Brett Galley |
Director |
Kathryn Galley |
Director |
Elinor Hart |
Director |
Russell lacono |
Director |
Geneva Kennedy |
Director |
James Kramer |
Director |
Patrick O'Connor |
Director |
Chris Seth |
Director |
Fr. Ed Shea, OFM |
Director |
Catherine Shriver |
Director |
Elinor Hart |
Director |
Jimmy Lago |
Director |
Patrick Nash |
Director |
Revised Oct 7, 2013
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
None
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "tb.d." is
not an acceptable response.
(Add sheets if necessary)
[X] Check, here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
- COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes fx] No [ ] No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
- FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. of this EDS:
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
- have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
- have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
3. The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
* any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
♦ any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
-
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribeiy or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
- agreed or colluded with other bidders or prospective bidders, or been a patty to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be.given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
- The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
- If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary): None
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
- In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [x] No
NOTE: Ifyou checked "Yes" to Item D.l., proceed to Items D.2. and D.3. Ifyou checked "No" to Item D.l., proceed to Part E.
- Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
- Ifyou checked "Yes" to Item D.L, provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
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comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A. 1. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
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- The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
- The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
- Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
- Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
Ifyou checked "No" to question 1. or 2. above, please provide an explanation:
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SECTION VII -- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
- The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
- The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
- If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified.,
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
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F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications^
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
(Print or type name of Disclosing Party)
Bv:^§/U^ W)<:^^-
(Sign here)
(Print or type name of person signing)
(Print or type title of person signing)
Signed and sworn to before me on (date) £?/
at cCoO K County, SCcc^yg,^ (state).
Notary Public.
Commission expires:.
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SW,,!!iVs"vi5ij5o
NICHOLAS BENEDETTO OFFICIAL SEAL Notary Public. State of Illinois My Commission Expires July 21. 2011
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section H.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ]Yes [X]No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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