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This record contains private information, which has been redacted from public viewing.
Record #: O2014-3221   
Type: Ordinance Status: Failed to Pass
Intro date: 4/2/2014 Current Controlling Legislative Body: Committee on Finance
Final action: 5/20/2015
Title: Redevelopment agreement with BGM Property Investments LLC and MT Food Service, Inc. for rehabilitation of property at 400 N Noble St for office and food distribution facility
Sponsors: Emanuel, Rahm
Topic: AGREEMENTS - Redevelopment
Attachments: 1. O2014-3221.pdf
Related files: R2015-407
OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
April 2, 2014
 
 
 
 
 
 
 
 
 
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
 
 
Ladies and Gentlemen:
 
At the request ofthe Commissioner of Planning and Development, I transmit herewith ordinance authorizing the execution of a redevelopment agreement for the BGM Property Investments, LLC and MT Food Services, Inc.
 
Your favorable consideration of this ordinance will be appreciated.
 
Mayor
 
Very truly yours,
 
 
 
ORDINANCE
 
 
WHEREAS, pursuant to an ordinance adopted by the City Council ("City Council") of the City of Chicago (the "City") on June 10, 1998, and published on that date at pages 70367 to 70500 of the Journal of the Proceedings of the City Council (the "Journal"), as amended on May 12, 2010, and published at pages 89655 to 89664 of the Journal on that date, a certain redevelopment plan and project (the "Plan") for the Kinzie Industrial Corridor Redevelopment Project Area (the "Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); and
 
WHEREAS, pursuant to an ordinance adopted by the City Council on June 10, 1998 and published at pages 70499 to 70510 of the Journal of such date, the Area was designated as a redevelopment project area pursuant to the Act; and
 
WHEREAS, pursuant to an ordinance (the "TIF Ordinance") adopted by the City Council on June 10, 1998 and published at pages 70509 to 70520 of the Journal of such date, tax increment allocation financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan; and
 
WHEREAS, BGM Property Investment, LLC, an Illinois limited liability company, has purchased a 2- story commercial building (the "Site") at real property commonly known as 400 N. Noble, Chicago, Illinois 60642 (the "Property") located within the Area and along with MT Food Service, Inc., an Illinois corporation and affiliate of BGM Property Investment, LLC (collectively, the "Developer") desire to rehabilitate the Site, which currently has a total of approximately 58,000 square feet of useable space, into a food distribution facility comprising of approximately 50,500 square feet of warehouse space and approximately 7,500 square feet of office space for use by MT Food Service, Inc. (the "Project"); and
 
WHEREAS, the Developer has proposed to undertake the redevelopment of the Site in accordance with the Plan and pursuant to the terms and conditions of a proposed redevelopment agreement to be executed by the Developer and the City, including but not limited to construction and build-out of space to accommodate industrial uses to be financed in part by incremental taxes on the Property and from the Area, if any, deposited in the Kinzie Industrial Corridor Project Area Tax Allocation Fund (as defined in the TIF Ordinance) pursuant to Section 5/11-74.4-8(b) of the Act to the extent, and in the amount, provided in the Redevelopment Agreement (hereinafter defined); and
 
WHEREAS, the Community Development Commission of the City of Chicago (the "Commission"), pursuant to Resolution 13-CDC-42 adopted on December 10, 2013, recommended that BGM Property Investments, LLC, an Illinois limited liability company, be designated as the developer for the Project and that the City's Department of Planning and Development ("DPD") be authorized to negotiate, execute and deliver on behalf of the City a redevelopment agreement with the Developer for the Project; now therefore,
 
 
 
l
 
 
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
 
SECTION 1.  The above recitals are incorporated herein and made a part
hereof.
 
SECTION 2. The Developer is hereby designated as the developer for the Project pursuant to Section 5/11-74.4-4 of the Act.
 
SECTION 3. The Commissioner of DPD (the "Commissioner") or a designee of the Commissioner are each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver a redevelopment agreement between the Developer and the City substantially in the form attached hereto as Exhibit A and made a part hereof (the "Redevelopment Agreement"), and such other supporting documents as may be necessary to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.
 
SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.
 
SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.
 
SECTION 6. This ordinance shall be in full force and effect immediately upon its
passage.
 
 
 
 
 
 
Attachment:
Exhibit A: Redevelopment Agreement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
 
 
BGM PROPERTY INVESTMENTS. LLC AND MT FOOD SERVICE, INC. REDEVELOPMENT AGREEMENT
 
 
 
BY AND BETWEEN
 
THE CITY OF CHICAGO AND
BGM PROPERTY INVESTMENTS, LLC AND MT FOOD SERVICE, INC.
 
 
 
 
 
 
This agreement was prepared by and after recording return to: Charles E. Rodgers, Jr.,Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602
 
TABLE OF CONTENTS
PAGE
SECTION 1. RECITALS            2
SECTION 2. DEFINITIONS            2
SECTION 3. THE PROJECT            6
  1. The Project.            6
  2. Project Budget            6
  3. DPD Approval            6
  4. Survey Update            6
  5. Signs and Public Relations.            6
  6. Change Orders.             6
  7. Progress Reports            6
 
SECTION 4. FINANCING       7
  1. Total Project Cost and Sources of Funds       7
  2. Reimbursement from City Funds       7
  3. Requisition Form       8
  4. Prior Expenditures       8
  5. City Fees       8
  6. Cost Overruns       8
  7. Conditional Grant       8
  8. Reduction in TIF Funds       8
  9. TIF Recapture       8
SECTION 5. CONDITIONS PRECEDENT       8
  1. Project Budget       9
  2. Other Governmental Approvals       9
  3. Financing       9
  4. Title Policy       9
  5. Evidence of Clean Title       9
  6. Surveys       9
  7. Insurance       10
  8. Opinion ofthe Developer's Counsel       10
  9. Evidence of Prior Expenditures       10
  10. Financial Statements       10
  11. Documentation       10
  12. Environmental       10
  13. Corporate Documents; Economic Disclosure Statement       10
  14. Litigation       10
SECTION 6. AGREEMENTS WITH CONTRACTORS        10
SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION       11
  1. Certificate of Completion of Construction or Rehabilitation       11
  2. Effect of Issuance of Certificate; Continuing Obligations       11
  3. Failure to Complete       11
  4. Notice of Expiration of Term of Agreement       12
 
 
SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE
DEVELOPER      ...      12
  1. General            12
  2. Covenant to Redevelop            15
  3. Use of City Funds            15
  4. Bonds                                                                                    .      15
  5. Job/Occupancy Requirement and Retention; Covenant to Remain in the
City.            15
  1. Arms-Length Transactions            17
  2. Conflict of Interest            17
  3. Disclosure of Interest            17
  4. Financial Statements            17
  5. Insurance            17
  6. Non-Governmental Charges             17
  7. Compliance with Laws            17
  8. Recording and Filing            17
  9. Real Estate Provisions;            18
  10. Leases            18
  11. Survival of Covenants            18
  12. Annual Compliance Report            18
  13. Job Rediness            18
  14. Inspector General            18
  15. FOIA and Local Records Act Compliance      19
  16. Shakman Accord            19
SECTION 9.  ENVIRONMENTAL MATTERS            20
SECTION 10. INDEMNIFICATION            20
SECTION 11. MAINTAINING RECORD / RIGHT TO INSPECT            21
SECTION 12. DEFAULT AND REMEDIES            21
  1. Events of Default            21
  2. Remedies            22
  3. Curative Period            22
SECTION 13. MORTGAGING OF THE PROJECT            22
SECTION 14. NOTICE            22
SECTION 15. MISCELLANEOUS             23
  1. Amendment            23
  2. Entire Agreement            23
  3. Limitation of Liability            23
  4. Further Assurances            24
  5. Waiver            24
  6. Remedies Cumulative            24
  7. Disclaimer            24
  8. Headings            24
  9. Counterparts            24
  10. Severability            24
 
  1. Conflict            24
  2. Governing Law            24
  3. Form of Documents            24
  4. Approval            25
  5. Assignment            25
  6. Binding Effect            25
  7. Force Majeure            25
  8. Exhibits            25
  9. Business Economic Support Act            25
  10. Venue and Consent to Jurisdiction            26
  11. Costs and Expenses            26
  12. Business Relationships            26
 
LIST OF EXHIBITS
 
it A tB
tc
tD it E-1 t E-2 tF tG tH tl t J it K tL tM tN
Exhib Exhibi Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib Exhib
*Legal Description of Redevelopment Area
Description of Project
*Legal Description of Property
Construction Requirements
*Project Budget
*MBE/WBE Project Budget
Permitted Liens
Approved Prior Expenditures
Requisition Form
*TIF-Funded Improvements
Form of Subordination Agreement
Opinion of Developer's Counsel
Insurance Requirements
Minimum Assessed Value
Jobs Schedule
 
 
 
(An asterisk(*) indicates which exhibits are to be recorded.)
 
[leave blank 3" x 5" space for recorder's office]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This agreement was prepared by and after recording return to: Charles E. Rodgers Jr., Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602
 
 
 
BGM PROPERTY INVESTMENTS, LLC AND MT FOOD SERVICE, INC. REDEVELOPMENT AGREEMENT
 
This BGM Property Investments, LLC and MT Food Service, Inc. Redevelopment Agreement
(this "Agreement") is made as of this      day of      , 2014, by and between the City of Chicago, an
Illinois municipal corporation (the "City"), through its Department of Planning and Development ("DPD"), and BGM Property Investments, LLC an Illinois limited liability company and MT Food Service, Inc., an Illinois corporation (collectively, the "Developer"). Capitalized terms not otherwise defined herein shall have the meaning given in Section 2.
 
RECITALS
  1. City Council Authority: To induce redevelopment pursuant to provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11 -74.4-1 et seq. (the "Act") the City Council of the City (the" City Council") adopted certain ordinances on June 10,1998, as amended on May 12, 2010, approving a redevelopment plan for the Kinzie Industrial Corridor Tax Increment Financing Redevelopment Project Area (the "Area"), designating the Area as a "redevelopment project area" under the Act, and adopting tax increment allocation financing for the Area (collectively, the "TIF Ordinances"). The Area is legally described in Exhibit A hereto.
  2. The Project: The Developer intends to undertake the redevelopment project described in Exhibit B hereto (the "Project"), which includes redevelopment of a 2-story industrial facility currently having a total of approximately 58,000 square feet of usable space located within the Area and commonly known as 400 N. Noble Avenue, Chicago, Illinois 60642 and legally
 
 
described on Exhibit C (the "Property"), into a food distribution facility comprising of approximately 50,500 square feet of warehouse space and approximately 7,500 square feet of office space for use by MT Food Service, Inc. The completion of the Project would not reasonably be anticipated without the financing contemplated in this Agreement. The Project will be carried out in accordance with this Agreement and the City of Chicago Kinzie Industrial Corridor Tax Increment Financing Redevelopment Project Area Tax Increment Financing Redevelopment Plan (the "Redevelopment Plan").
 
C. City Financing: The City agrees to use Available Incremental Taxes to reimburse the Developer for the costs of TIF-Funded Improvements pursuant to the terms and conditions of this Agreement.
 
Now, therefore, in consideration ofthe mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
 
SECTION 1. RECITALS
 
The foregoing recitals are hereby incorporated into this agreement by reference.
 
 
SECTION 2. DEFINITIONS
 
For purposes of this Agreement, in addition to the terms defined in the foregoing recitals, the following terms shall have the meanings set forth below:
 
"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer.
 
"Annual Compliance Report" shall mean a signed report from the Developer to the City (a) itemizing each ofthe Developer's obligations under the Agreement during the preceding calendar year, (b) certifying the Developer's compliance or noncompliance with such obligations, (c) attaching evidence (whether or not previously submitted to the City) of such compliance or noncompliance and (d) certifying that the Developer is not in default with respect to any provision of the Agreement, the agreements evidencing the Lender Financing, if any, or any related agreements; provided, that the obligations to be covered by the Annual Compliance Report shall include the following: (1) compliance with the Operating Covenant (Section 8.05); (2) compliance with the Jobs Covenant (Section 8.05); (3) delivery of Financial Statements and audited financial statements (Section 8.09); (4) delivery of updated insurance certificates, if applicable (Section 8.10); (5) delivery of evidence of payment of Non-Governmental Charges, if applicable (Section 8.11); (6) delivery of evidence from the Department of Energy that the office space has been energy star certified and (7) compliance with all other executory provisions of this Agreement.
 
"Area" shall have the meaning set forth in the preamble to this Agreement.
 
"Area TIF Fund" shall mean the special tax allocation fund created by the City in connection with the Area into which the Incremental Taxes will be deposited.
 
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"Available Incremental Taxes" shall mean an amount equal to Incremental Taxes deposited in the Area TIF Fund, as adjusted to reflect the amount of the City Fee described in Section 4.05 hereof.
"Business Relationship" shall have the meaning set forth for such term in Section 2-156-080 of the Municipal Code of Chicago.
"Capital Event" shall have the meaning as set forth in Section 4.09 hereof.
 
"Certificate" shall mean the Certificate of Completion described in Section 7.01 hereof.
"Change Order" shall mean any amendment or modification to the Scope Drawings, Plans and Specifications, or the Project Budget as described in Section 3.06.
"City Council" shall have the meaning set forth in the Recitals hereof.
"City Fee" shall mean the fee described in Section 4.05 hereof.
"City Funds" shall mean the funds described in Section 4.02 hereof.
"Closing Date" shall mean the date of execution and delivery of this Agreement, which shall be deemed to be the date appearing in the first paragraph of this Agreement.
"Completion Date" shall mean the date the City issues its Certificate of Completion.
"Corporation Counsel" shall mean the City's Office of Corporation Counsel.
"Employer(s)" shall have the meaning set forth in Paragraph F of Exhibit D hereto.
"Environmental Laws" shall mean any and all federal, state or local statutes, laws, regulations, ordinances, codes, rules, orders, licenses, judgments, decrees or requirements relating to public health and safety and the environment now or hereafter in force, as amended and hereafter amended.
"Eguitv" shall mean funds ofthe Developer (other than funds derived from Lender Financing) in an amount not less than that set forth in Section 4.01 hereof.
 
"Event of Default" shall have the meaning set forth in Section 12 hereof.
 
"Full-Time Equivalent Employee" or "FTE" shall mean a permanent full-time position of MT Food Service, Inc. or BGM Property Investments, LLC (or, with respect to job shares or similar work arrangements, such employees taken collectively) that require work hours totaling at least 35 hours per week, and that is based at the Property during the applicable month. FTE shall not include persons employed by MT Food Service, Inc. or BGM Property Investments, LLC or third parties in positions ancillary to operations at the Property, including, without limitation, security guards, cleaning personnel, or similar persons.
 
 
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"General Contractor" shall mean the general contractor(s) hired by the Developer for the
Project.
 
"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/11 -74.4-8(b) of the Act, are allocated to and when collected are paid to the Treasurer of the City of Chicago for deposit by the Treasurer into the Kinzie Industrial Corridor Area TIF Fund established to pay Redevelopment Project Costs and obligations incurred in the payment thereof.
 
"Lender Financing" shall mean funds borrowed by the Developer from lenders, if any, and used to pay for Costs of the Project otherwise secured by the Property.
 
"MBE(s)" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise related to the Procurement Program or the Construction Program, as applicable.
 
"MBEAA/BE Budget" shall mean the budget attached hereto as Exhibit E-2.
 
"Municipal Code" shall mean the Municipal Code ofthe City of Chicago.
 
"Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to the Developer, the Property or the Project.
 
"Permitted Liens" shall mean those liens and encumbrances against the Property and/or the Project set forth on Exhibit F hereto.
 
"Prior Expenditure(s)" shall mean those prior expenditures relating to the Project set forth in Exhibit G hereto.
 
"Prohibited Use" shall mean a fast-food chain restaurant, a national chain business, a branch bank, an employment agency, a currency exchange, a payday loan store, a pawn shop, a psychic or astrological or palm-reading business, an adult bookstore, a massage parlor, a hotel or motel, an off-track betting facility, a trailer-storage yard, a scrap yard, or any use similar to the preceding uses or otherwise identified in writing by DPD. The Commissioner of DPD shall have the sole discretion to consent to a waiver of any of the foregoing prohibited uses.
 
"Project Budget" shall mean the budget attached hereto as Exhibit E-1, showing the total cost of the Project by line item, as the same may be amended from time to time with the consent of DPD.
 
"Redevelopment Project Costs" shall mean redevelopment project costs as defined in Section 5/11 -74.4-3(q) ofthe Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.
 
"Reimbursement Event" shall mean an act or omission by the Developer or its Affiliate resulting in an Event of Default relating to: (i) a material misrepresentation to the City related to the Project that the City relied upon (as reasonably determined by the City) in its decision to provide City Funds for the Project or to pay any such City Funds to the Developer; (ii) a fraudulent act or
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omission related to the Project; (iii) a misappropriation of funds from the uses set forth in the Project Budget resulting in the receipt by the Developer or its Affiliates of additional fees, commissions or compensation not disclosed in such Project Budget or otherwise approved in writing by DPD; (iv) any intentional or material waste to the Project improvements or any portion thereof; (v) any unapproved use of City Funds for payment or reimbursement of amounts other than costs of the TIF-Funded Improvements; (vi) a breach ofthe transfer and assignment restrictions contained in this Agreement; (vii) any material breach of the representations, warranties or covenants regarding environmental matters contained in this Agreement, as applicable; (viii) the occurrence of any material uninsured casualty event to any portion ofthe Project improvements unless the portion of the improvements damaged by such event is restored within a reasonable period of time; (ix) material misappropriation or misapplication of insurance proceeds or condemnation awards relating to the Project; (x) any material misrepresentation in any Economic Disclosure Statements and Affidavit submitted by the Developer or its Affiliates; (xi) any receipt of City Funds after the occurrence of an Event of Default, or the occurrence of an event which, if prompt notice of such event had been given, would have entitled the City to withhold, suspend, reduce or terminate the disbursement of such City Funds under this Agreement.
 
"Requisition Form" shall mean the document, in the form attached hereto as Exhibit H, to be delivered by the Developer to DPD pursuant to Section 4.03 of this Agreement.
 
"Survey" shall mean a survey of the Property prepared in accordance with Minimum Standard Detail Requirements adopted for ALTA/ACSM Land Title Surveys (2011 Revision), including such Table A requirements as the City may reasonably require, dated within 45 days prior to the Closing Date, acceptable in form and content to the City and the Title Company, prepared by a surveyor registered in the State of Illinois, certified to the City and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property resulting from the Project, if any).
"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on the earlier to occur of: (a) the date on which the Area is no longer in effect, and (b) the date on which the final payment of City Funds is made under this Agreement.
 
"TIF-Funded Improvements" shall mean those improvements ofthe Project which (i) qualify as Redevelopment Project Costs, (ii) are eligible costs under the Redevelopment Plan and (iii) the City has agreed to pay for out of the City Funds, subject to the terms of this Agreement, as set forth on Exhibit I, as the same may be amended with DPD's consent.
 
"Title Company" shall mean Specialty Title Services, Inc.
"Title Policy" shall mean a title insurance policy in the most recently revised ALTA or equivalent form, showing BGM Property Investments, LLC as the insured, noting (i) MT Food Services, Inc. as a lessee, (II) the recording of this Agreement as an encumbrance against the Property, and (iii) lender's consent and subordination agreement in favor of the City with respect to previously recorded liens against the Property related to Lender Financing, if any, issued by the Title Company.
"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
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"WBE(s)" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise related to the Procurement Program or the Construction Program, as applicable.
 
 
SECTION 3. THE PROJECT
  1. The Project. The Developer will complete the Project no later than December 31, 2014, or such later date as to which DPD may consent.
  2. Project Budget. The Developer has furnished to DPD, and DPD has approved, the Project Budget. The Developer hereby certifies to the City that (a) the City Funds, together with Lender Financing and Equity shall be sufficient to complete the Project, and (b) the Project Budget is true, correct and complete in all material respects.
  3. DPD Approval. Any approval granted by DPD of the Scope Drawings, Plans and Specifications and the Change Orders is for the purposes of this Agreement only and does not affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by DPD pursuant to this Agreement constitute approval of the quality, structural soundness or safety ofthe Property or the Project or otherwise lessen the Developer's obligations under Section 5.02.
  4. Survey Update. On the Completion Date, the Developer shall provide an updated Survey if the Project added new improvements to the Property.
  5. Signs and Public Relations. The Developer shall erect a sign in accordance with a template provided by DPD, and subject to final approval by DPD, in a conspicuous location on the Property during the Project indicating that financing has been provided by the City.
  6. Change Orders. Except as provided below in this Section 3.06, all Change Orders (and documentation substantiating the need and identifying the source of funding therefor) relating to changes to the Project must be submitted by Developer to DPD concurrently with the progress reports described in Section 3.07 hereof; provided, that any Change Order relating to any of the following must be submitted by Developer to DPD for DPD's prior written approval: (a) changes in the Project scope that reduces the gross or net square footage of Project by five percent (5%) or more (either individually or cumulatively); (b) a change in the use of Project to a use other than as described in Recital B to this Agreement; (c) a delay in the completion of the Project by three (3) months or more; or (d) Change Orders resulting in an aggregate increase to the Project Budget for the Project often percent (10%) or more. Developershall not authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to the receipt by Developer of DPD's written approval (to the extent said City prior approval is required pursuant to the terms of this Agreement).
  7. Progress Reports and Survey Updates. Developer shall provide DPD with written quarterly progress reports detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date being considered a Change Order, requiring DPD's written approval pursuant to Section 3.06).
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SECTION 4. FINANCING
  1. Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $3,620,000, which the Developer will initially fund from the following sources:
 
Sources Amount Equity $830,000 Lender Financing $2,790,000
 
ESTIMATED TOTAL $3,620,000
 
*Amount of City Funds to be paid post construction $499,000
 
Such sources of funds shall be used to pay all Project costs because no City Funds will be paid until the City's issuance of a Certificate, and then only on a "pay-as-you-go" basis. Except for the City Funds, no other City financial assistance or incentives have been or will be provided for the Project.
  1. Reimbursement from City Funds. City Funds may only be used to reimburse the Developer after the issuance of a Certificate for costs of TIF-Funded Improvements that constitute Redevelopment Project Costs. Exhibit I sets forth the maximum amount of costs that may be reimbursed from City Funds for each line item therein, contingent upon receipt by the City of documentation satisfactory to DPD. City Funds shall not be paid to the Developer hereunder prior to the issuance of a Certificate. In no event shall the City reimburse the Developer in excess of the lesser of (a) $499,000 or (b) Thirteen and Seven Eighths percent (13.78%) ofthe Project costs, as set out in the final Project Budget
 
Subject to the terms and conditions of this Agreement, the City hereby agrees to provide funds solely from Available Incremental Taxes to reimburse the Developer for the cost of TIF-Funded Improvements up to the maximum amount determined under the last sentence of the preceding paragraph (the "City Funds"). City Funds derived from Available Incremental Taxes shall be available to pay such costs and allocated for such purposes only so long as:
  1. The amount of the Available Incremental Taxes is sufficient to pay for such costs;
and
  1. The City has been paid the City Fee described in Section 4.05 below.
 
City Funds shall be paid or reimbursed to Developer in five (5) payments pursuant to the following schedule of payment:
Issuance of the Certificate      $166,336
First Year Anniversary of Issuance ofthe Certificate $83,166
Second Year Anniversary of Issuance of the Certificate      $83,166
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$83,166
Third Year Anniversary of Issuance of the Certificate
 
 
Fourth Year Anniversary of Issuance ofthe Certificate $83,166
 
 
The Developer acknowledges and agrees that the City's obligation to pay any City Funds is contingent upon the fulfillment of the conditions set forth in parts (i) and (ii) above, as well as the prior issuance of the Certificate and the Developer's satisfaction of all other applicable terms and conditions of this Agreement, including, without limitation, compliance with the covenants in Section 8.05.
    1. Requisition Form. On the Completion Date and on each September 30th (or such other date as the parties may agree to) thereafter and continuing throughout the Term of the Agreement, the Developer shall provide DPD with a Requisition Form, along with the documentation described therein. Requisition for reimbursement of TIF-Funded Improvements shall be made not more than one time per year (or as otherwise permitted by DPD). Upon DPD's request, the Developer shall meet with DPD to discuss any Requisition Form(s).
  1. Prior Expenditures. Exhibit G hereto sets forth the prior expenditures approved by DPD as of the date hereof.
  2. City Fee. As allowable per state law, these are costs incurred by the City related to the implementation and administration of TIF redevelopment plans, including but not limited to staff costs.
  1. Cost Overruns. The Developer shall be solely responsible for any Project costs in excess of those set forth in the Project Budget and shall hold the City harmless from any and all such costs.
  2. Conditional Grant. The City Funds being provided hereunder are being granted on a conditional basis, subject to the Developer's compliance with the provisions of this Agreement. The payment of City Funds is subject to being terminated and/or reimbursed as provided in Section 12.
  3. Reduction in TIF Funds. Notwithstanding anything in this Section 4, the Developer shall reimburse the City for any Available Incremental Taxes applied to pay any annual payment as follows: on a $1 for $1 basis to the extent that thirteen and seven eights percent (13.78%) ofthe actual Project costs is less than $499,000.
  4. TIF Recapture. In the event of a sale, transfer or refinancing ofthe Project or any part thereof (each happening being a "Capital Event") within five years from the anniversary of the issuance if the Certificate of Completion, the Developer agrees to pay and remit to the City an amount equal to one hundred eleven percent (111 %) of the amount of the City Funds.
 
 
SECTION 5. CONDITIONS PRECEDENT
 
The Developer must satisfy the following conditions before the City will execute and deliver this Agreement, unless such conditions are waived in writing by the City:
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5.01 Project Budget. DPD must have approved the Project Budget.
  1. Other Governmental Approvals. The Developer must have secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to DPD. Such approvals shall include, without limitation, all building permits necessary for the Project; provided, however, that if the City agrees to close before construction commences, such building permits shall be secured prior to commencement of any such construction work.
  2. Financing. The Developer must have furnished proof reasonably acceptable to the City that it has Equity and/or Lender Financing to complete the Project. Any liens against the Property in existence at the Closing Date must have been subordinated to the covenants running with the land contained in this Agreement pursuant to a Subordination Agreement in the form of Exhibit J to be recorded, at the expense of the Developer, with the Recorder's Office of Cook County.
  3. Title Policy. The Developer must have furnished the City with a copy ofthe Title Policy for the Property, certified by the Title Company, showing the Developer as the named insured, and showing MT Food Service, Inc., as a lessee, along with copies of all Schedule B title exception documents. The Title Policy must be dated as of the Closing Date and contain only those title exceptions listed on Exhibit F hereto and evidence the recording of this Agreement. The Title Policy must contain such endorsements as may be required by Corporation Counsel, including but not limited to an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking), contiguity, location, access and survey. The Developer has provided to DPD, on or prior to the Closing Date, certified copies of all easements and encumbrances of record with respect to the Property not addressed, to DPD's satisfaction, by the Title Policy and any endorsements thereto.
  4. Evidence of Clean Title. The Developer, at its own expense, must have provided the City with the searches under the following names, BGM Property Investments, LLC, and MT Food Service, Inc. as follows:
 
Secretary of State Secretary of State
Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U.S. District Court
Clerk of Circuit Court, Cook County
UCC search Federal tax search UCC search Fixtures search Federal tax search State tax search
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
 
showing no liens against the Developer, the Property, or any fixtures now or hereafter affixed thereto, except for the Permitted Liens.
 
5.06 Surveys. The Developer must have furnished the City with three (3) copies of the
Survey.
 
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  1. Insurance. The Developer, at its own expense, must have insured the Property in accordance with Exhibit L hereto, and delivered to DPD actual policies or Accord Form 27 certificates evidencing the required coverages.
  2. Opinion ofthe Developer's Counsel. On the Closing Date, the Developer must have furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit K, with such changes as may be acceptable to Corporation Counsel.
  3. Evidence of Prior Expenditures. The Developer must have provided evidence satisfactory to DPD in its sole discretion ofthe Prior Expenditures.
  4. Financial Statements. The Developer must have provided DPD with such financial statements as DPD may reasonably require.
  5. Documentation. The Developer must have provided documentation to DPD satisfactory in form and substance to DPD, with respect to the current number of employees per Section 8.05.
  6. Environmental. The Developer must have provided DPD with copies of any existing phase I environmental audits completed with respect to the Property and a letter from the environmental engineer(s) who completed such audit(s), authorizing the City to rely on such audits.
  7. Corporate Documents; Economic Disclosure Statement. The Developer must have provided a copy of its Articles of Organization or Incorporation containing the original certification of the Secretary of State of its state of organization; certificates of good standing from the Secretary of State of its state of incorporation and the State of Illinois; a secretary's certificate in such form and substance as the Corporation Counsel may require; operating agreement, by-laws and such other corporate documentation as the City has requested. The Developer must also have provided the City with an Economic Disclosure Statement dated as of the Closing Date.
  8. Litigation. The Developer must have provided to Corporation Counsel and DPD, a description of all pending or threatened litigation or administrative proceedings involving the Developer and the Property.
 
 
SECTION 6. AGREEMENTS WITH CONTRACTORS
 
In connection with the Project, the Developer shall comply with, and shall cause the general contractor and all subcontractors to comply with, the construction requirements set forth in Exhibit D that are applicable to such parties. Such requirements are specific City requirements that must be satisfied and include, without limitation, wage, MBEAA/BE utilization and City resident hiring requirements.
 
 
 
 
 
 
 
 
 
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SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION
  1. Certificate of Completion of Construction or Rehabilitation. Upon completion of the Project in accordance with the terms of this Agreement and upon the Developer's written request, DPD shall either issue to the Developer a Certificate in recordable form certifying that the Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement or a written statement detailing the measures which must be taken in order to obtain the Certificate. DPD may require a single inspection by an inspecting architect hired at the Developer's expense to confirm the completion of the Project. DPD shall respond to Developer's written request for a Certificate within forty-five (45) days by issuing either a Certificate or a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by Developer in order to obtain the Certificate. Developer may resubmit a written request for a Certificate upon completion of such measures. Completion ofthe Project shall include the following:
 
-All interior space comprising approximately 58,000 square feet plus common areas have been built out; all mechanicals have been installed and are operating; all green improvements have been completed, including certification by the U.S. Environmental Protection Agency that the office space is energy star certified;
  1. the Project has been issued a certificate of occupancy from the City's Department of Buildings or other evidence acceptable to DPD that the Developer has complied with all building permit requirements for the Project; and
  2. written confirmation to DPD that Developer is in complete compliance with requirements for Prevailing Wage, Employment Opportunity, City Residency Employment and MBEAA/BE Program; together with the other requirements referred to as the "City Human Rights Requirements" from the City Monitoring and Compliance Unit.
 
-Evidence, in the form ofthe Jobs Certificate, attached hereto as Exhibit N(2). indicating that a minimum of eighty-nine (89) FTE's have been retained at the Property:
  1. Effect of Issuance of Certificate; Continuing Obligations. The Certificate relates only to the performance of the work associated with the Project improvements. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein unrelated to such work will remain in effect throughout the Term of the Agreement, or such shorter period as may be explicitly provided for herein, as to the parties described in the following paragraph, and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.
 
Those covenants specifically described at Sections 8.01 (I) 8.02, 8.05 and 8.14 as covenants that run with the land will bind any transferee of the Property (including an assignee as described in the following sentence) throughout the Term of the Agreement or such shorter period as may be explicitly provided for therein. The other executory terms of this Agreement shall be binding only upon the Developer or a permitted assignee under Section 15.15 of this Agreement.
  1. Failure to Complete. If the Developer fails to complete the Project in accordance with the terms of this Agreement, no Certificate will ever be issued, and the City will have the right to
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terminate this Agreement. If this occurs, no City Funds will ever be paid to the Developer. In addition, if the Project's TIF-Funded Improvements include any public improvements, the City will have the right (but not the obligation) to complete such public improvements and the Developer must immediately reimburse the City for all reasonable costs and expenses incurred in completing such public improvements.
 
7.04 Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DPD shall provide the Developer, at the Developer's written request, with a written notice in recordable form stating that the Term of the Agreement has expired.
 
SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE DEVELOPER.
8.01 General. The Developer represents, warrants and covenants, as of the date of this Agreement and as of the date of each disbursement of City Funds hereunder, that:
  1. the Developer (including each of them, respectively) as defined for the purposes of this Agreement, is comprised BGM Property Investments, LLC and MT Food Service, Inc., each of which is duly organized, validly existing, qualified to do business in Illinois, and licensed to do business in any other state where, due to the nature of its activities or properties, such qualification or license is required;
  2. the Developer (including each of them, respectively) has the right, power and authority to enter into, execute, deliver and perform this Agreement;
  3. the execution, delivery and performance of this Agreement by Developer (including each of them, respectively) has been duly authorized by all necessary action, and does not and will not violate its Articles of Organization or Incorporation, by-laws or operating agreement as amended and supplemented, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which the Developer (including each of them, respectively) is now a party or by which the Developer (including each of them, respectively) is now or may become bound;
  4. the Developer will continue to own (or lease as applicable to MT Food Service, Inc.) good, indefeasible and merchantable title to the Property (and all improvements thereon), free and clear of all liens except for the Permitted Liens and such other matters as DPD may consent to in writing;
  5. the Developer (including each of them, respectively) is now and for the Term of the Agreement shall remain solvent and able to pay its debts as they mature;
  6. there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer (including each of them, respectively) which would impair its ability to perform under this Agreement;
  7. the Developer (including each of them, respectively) has and shall maintain all government permits, certificates and consents necessary to conduct its business and to construct, complete and operate the Project;
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(h)      the Developer is not in default with respect to any agreement or instrument related
to the borrowing of money to which the Developer (or either of them) is bound or for which the
Property serves as collateral;
 
(i)      any financial statements provided to the City are and will be, at the time of submittal,
true, complete and correct in all material respects and accurately present the assets, liabilities,
results of operations and financial condition of the Developer, and there has been no material
adverse change in the assets, liabilities, results of operations or financial condition ofthe Developer
since the date of the Developer's most recent Financial Statements;
(j) the Developer (including each of them, respectively) shall not, directly or indirectly do any ofthe following without the prior written consent of DPD, which consent shall be in DPD's sole discretion: (1) be a party to any merger, liquidation or consolidation; (2) sell (including, without limitation, any sale and leaseback), transfer, convey, lease (other than expressly permitted herein) or otherwise dispose of all or substantially all of its assets or any portion of the Property; or (3) enter into any transaction that would cause a material and detrimental change to the Developer's financial condition;
(k) Developer has not made or caused to be made, directly or indirectly, any payment, gratuity or offer of employment in connection with the Agreement or any contract paid from the City treasury or pursuant to City ordinance, for services to any City agency ("City Contract") as an inducement for the City to enter into the Agreement or any City Contract with the Developer in violation of Chapter 2-156-120 of the Municipal Code ofthe City;
 
(I)       the Property shall not be used for any Prohibited Use;
 
(m) neither the Developer nor any affiliate of the Developer is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. For purposes of this subparagraph (m) only, the term "affiliate,"when used to indicate a relationship with a specified person or entity, means a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified person or entity, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise; and
(n) Developer (including each of them, respectively) agrees that Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Developer's contractors (i.e., any person or entity in direct contractual privity with Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and
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domestic partners of such Sub-owners (Developer and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee during (i) the bid or other solicitation process for this Agreement or Other Contract (as defined below), including while this Agreement or any Other Contract is executory, (ii) the term of this Agreement or any Other Contract between Developer and the City, and/or (iii) any period while an extension of this Agreement or any Other Contract with the City is being sought or negotiated.
 
Developer represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached the Developer or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
 
Developer agrees that it shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
 
Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No.2011-4.
 
Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted. 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.
If Developer violates this provision or Mayoral Executive Order No. 2011-4 prior to the closing of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement.
For purposes of this provision:
 
"Bundle" means to collect contributions from more than one source which are then delivered by one person to the Mayor or to his political fundraising committee.
 
"Other Contract" means any other agreement with the City of Chicago to which Developer is a party that is (i) formed under the authority of Chapter 2-92 of the Municipal Code of Chicago; (ii) entered into for the purchase, sale or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved and/or authorized by the City Council of the City of Chicago.
 
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"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
    1. they are each other's sole domestic partner, responsible for each other's common welfare; and
  1. neither party is married, as defined under Illinois law; and
    1. the partners are not related by blood closer than would bar marriage in the State of Illinois; and
    2. 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
  2. two of the following four conditions exist for the partners:
1.      The partners have been residing together for at least 12 months.
2.      The partners have common or joint ownership of a residence.
3.      The partners have at least two of the following arrangements:
  1. joint ownership of a motor vehicle;
  2. a joint credit account;
  3. a joint checking account;
  4. a lease for a residence identifying both domestic partners as tenants.
4.      Each partner identifies the other partner as a primary beneficiary in a will.
 
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 ofthe Municipal Code of Chicago, as amended.
  1. Covenant to Redevelop. The Developer shall redevelop the Space in accordance with this Agreement and all Exhibits attached hereto, the Redevelopment Plan, the TIF.Ordinances, the Project Budget and all amendments thereto, and all applicable federal, state and local laws, ordinances, rules, regulations, executive orders and codes. The covenants set forth in this Section shall run with the land but shall be deemed satisfied and shall terminate when the City issues its Certificate for recording in the Recorder's Office of Cook County.
  2. Use of City Funds. City Funds shall be used by the Developer solely to reimburse the Developer for its payment for the TIF-Funded Improvements.
  3. Bonds. The Developer shall, at the request of the City, agree to any reasonable amendments to this Agreement that are necessary or desirable in order for the City to issue (in its sole discretion) any bonds in connection with the Area; provided, however, that any such amendments shall not have a material adverse effect on the Developer or the Project. The Developer shall, at the Developer's expense, cooperate and provide reasonable assistance in connection with the marketing of any such bonds, including but not limited to providing written descriptions of the Project, making representations, providing information regarding its financial condition and assisting the City in preparing an offering statement with respect thereto. If any such bonds are issued, the City may use the proceeds thereof to reimburse the Developer for any amounts remaining due under this Agreement.
  4. Job/Occupancy Reguirement and Retention; Covenant to Remain in the City. The Developer covenants that, as ofthe date of this Agreement, and as a condition to the issuance of
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the Certificate, the Developer shall develop and operate the Property primarily as a food service distribution facility and offices, or such other uses as the City may from time to time permit. The Developer further covenants that at all time thereafter through the tenth anniversary date ofthe issuance of the Certificate pursuant to Section 7.01:
  1. Developer will notify the City, in writing, in the event Developer intends to change the use of the Property in a manner that will require a change in the type or class of liquor license necessary to lawfully use the Property; and
  2. it will maintain its operations within the City of Chicago and operate at the Property for the same use and at substantially the same capacity as described in the Developer's TIF application and/or this Agreement, specifically maintaining the Property as food service distribution facility and offices, unless the covenant in clause (a) is satisfied and the Commissioner of DPD, in the Commissioner's sole discretion, consents to a change in use; and
  3. Developer will create and maintain eighty-nine (89) FTE employment positions at the Property and will include in its Annual Compliance Report the number of FTEs created or maintained during the preceding year. Not less than eighty-nine (89) full-time equivalent, permanent jobs shall be retained by Developer at the Project as a condition for the issuance of the Certificate thereof; and not less than eleven (11) additional full-time equivalent, permanent jobs shall be created by Developer within five(5) years of issuance of the Certificate, (two (2) new full-time equivalent jobs created by year 1, 2, 3, and 4, and three(3) new full-time equivalent jobs created by year 5) for a total of one hundred (100) full-time equivalent, permanent jobs to be retained or created by Developer at the Facilities from the 5th anniversary of the issuance of the Certificate through the 10th anniversary of the issuance of the Certificate, as more fully provided below and in the Jobs Schedule on Exhibit N.
 
Year       Total FTE From Jobs Certificate Required*
0      89
      1      91
2      93
      3      95
      4      97
      5      100
6      100
7      100
8      100
9      100
10 100
 
 
 
During the Term of the Agreement, the Developer shall, as part of its Annual Compliance Report, provide DPD with a notarized affidavit certifying to its compliance with this Section 8.05 for the 12
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month period covered by the Annual Compliance Report. The covenants set forth in this Section 8.05 shall run with the land and be binding upon any permitted transferee, if any, for the period set forth in the first paragraph of this Section 8.05. Any year(s) in which Developer is not in compliance with requirements set forth in this Section 8.05 will not count toward the ten year enforceability period described above.
 
8.06      Arms-Length Transactions. Unless disclosed in the approved Project Budget or unless
DPD has given its prior written consent with respect thereto, no Affiliate of the Developer may
receive any portion of City Funds, directly or indirectly, in payment for work done, services provided
or materials supplied in connection with any TIF-Funded Improvement. The Developer shall provide
information with respect to any entity to receive City Funds directly or indirectly (whether through
payment to the Affiliate by the Developer and reimbursement to the Developer for such costs using
City Funds, or otherwise), upon DPD's request, prior to any such disbursement.
  1. Conflict of Interest. Pursuant to Section 5/11-74.4-4(n) of the Act, the Developer (including each of them, respectively) represents, warrants and covenants that, to the best of its knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Area or the Redevelopment Plan, or any consultant hired by the City or the Developer with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will own or control any interest, direct or indirect, in the Developer's business, the Property or any other property in the Area.
  2. Disclosure of Interest. The Developer's counsel has no direct or indirect financial ownership interest in the Developer, the Property or any other aspect of the Project.
  3. Financial Statements. The Developer shall provide DPD current financial statements for years 2011, 2012 and 2013 prior to Closing, and at DPD's request, shall provide such interim statements as DPD may require.
  4. Insurance. The Developer shall provide and maintain during the Term of the Agreement, and cause other applicable parties to provide and maintain, the insurance coverages specified in Exhibit L.
  1. Non-Governmental Charges. Except for the Permitted Liens, and subject to the next sentence, the Developer agrees to pay or cause to be paid when due any Non-Governmental Charges. The Developer has the right, before any delinquency occurs, to contest any Non-Governmental Charge by appropriate legal proceedings properly and diligently prosecuted, so long as such proceedings serve to prevent any sale or forfeiture of the Property.
  2. Compliance with Laws. The Property and the Project are and shall be operated in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes.
  3. Recording and Filing. The Developer shall cause this Agreement, certain exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed against the Property in the Recorder's Office of Cook County. If the Permitted Liens include
 
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any existing mortgages, such mortgagee must execute a subordination agreement in the form of Exhibit J.
  1. Real Estate Provisions; Governmental Charges. Subject to the next paragraph, the Developer will pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Developer, the Space or the Project. "Governmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances, including, but not limited to, general real estate taxes.
 
The Developer has the right, before any delinquency occurs, to contest any Governmental Charge by appropriate legal proceedings properly and diligently prosecuted, so long as such proceedings serve to prevent any sale or forfeiture of the Property.
Neither the Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Developer shall, during the Term of this Agreement, directly or indirectly, initiate, seek or apply for proceedings in order to lower the assessed value of all or any portion ofthe Property or the Project below the amount of the Minimum Assessed Value as described in Exhibit M.
  1. Lease.  Intentionally Omitted.
  2. Survival of Covenants. All warranties, representations, covenants and agreements of the Developer contained in this Section 8 and elsewhere in this Agreement shall be true, accurate and complete at the time of the Developer's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and (except as provided in Section 7 hereof upon the issuance of a Certificate) shall be in effect throughout the Term of the Agreement, or such shorter period as may be explicitly provided herein.
  3. Annual Compliance Report. Beginning with the calendar year in which the Certificate is issued and continuing throughout the Term ofthe Agreement, the Developer shall submit to DPD the Annual Compliance Report by March 1st of the year following the end of the calendar year to which the Annual Compliance Report relates. For example, if the Certificate is issued in 2014, then the first Annual Compliance Report will be due no later than March 1, 2015.
  4. Job Readiness Program. The Developer and the General Contractor shall undertake a job readiness program, to work with the City, through the Mayor's Office of Workforce Development ("MOWD"), to participate in job training programs to provide job applicants for the jobs created by the Project and the operation of the Developer's business on the Property. Developer and General Contractor shall meet with MOWD prior to the Closing Date to discuss the Project.
  5. Inspector General. It is the duty of Developer and the duty of any bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all of Developer's officers, directors, agents, partners, and employees and any such bidder, proposer, contractor, subcontractor or such applicant: (a) to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Municipal Code and (b) to cooperate with the Legislative Inspector General in any investigation undertaken pursuant to Chapter 2-55 ofthe Municipal Code. Developer represents that it understands and will abide by
 
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all provisions of Chapters 2-56 and 2-55 ofthe Municipal Code and that it will inform subcontractors of this provision and require their compliance.
 
8.20. FOIA and Local Records Act Compliance.
  1. FOIA. The Developer acknowledges that the City is subject to the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq., as amended ("FOIA"). The FOIA requires the City to produce records (very broadly defined in FOIA) in response to a FOIA request in a very short period of time, unless the records requested are exempt under the FOIA. If the Developer receives a request from the City to produce records within the scope of FOIA, then the Developer covenants to comply with such request within 48 hours of the date of such request. Failure by the Developer to timely comply with such request shall be an Event of Default.
  2. Exempt Information. Documents that the Developer submits to the City under Section 8.17, (Annual Compliance Report) or otherwise during the Term of the Agreement that contain trade secrets and commercial or financial information may be exempt if disclosure would result in competitive harm. However, for documents submitted by the Developer to be treated as a trade secret or information that would cause competitive harm, FOIA requires that Developer mark any such documents as "proprietary, privileged or confidential." If the Developer marks a document as "proprietary, privileged and confidential", then DPD will evaluate whether such document may be withheld under the FOIA. DPD, in its discretion, will determine whether a document will be exempted from disclosure, and that determination is subject to review by the Illinois Attorney General's Office and/or the courts.
  3. Local Records Act. The Developer acknowledges that the City is subject to the Local Records Act, 50 ILCS 205/1 et. seq, as amended (the "Local Records Act"). The Local Records Act provides that public records may only be disposed of as provided in the Local Records Act. If requested by the City, the Developer covenants to use its best efforts consistently applied to assist the City in its compliance with the Local Records Act
 
8.21 Shakman Accord
  1. The Developer shall perform under this Agreement as an independent contractor to the City and not as a representative, employee, agent or partner of the City.
  2. The City is subject to the May 31, 2007 Order entitled "Agreed Settlement Order and Accord" (the "Shakman Accord") and the June 24, 2011 "City of Chicago Hiring Plan" (the "City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United State 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.
 
(c)      Developer is aware that City policy prohibits City employees from directing any
individual to apply for a position with Developer, either as an employee or as a subcontractor, and
from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly,
Developer must follow its own hiring and contracting procedures, without being influenced by City
employees. Any and all personnel provided by Developer under this Agreement are employees or
subcontractors of Developer, not employees ofthe City of Chicago. This Agreement is not intended
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to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Developer.
 
(d)      Developer will not condition, base, or knowingly prejudice or affect any term or
aspect of 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.
 
(e)      In the event of any communication to Developer by a City employee or City official in
violation of paragraph (c) above, or advocating a violation of paragraph (d) above, Developer will, as
soon as is reasonably practicable, report such communication to the Hiring Oversight Section ofthe
City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the
Department. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the
Shakman Monitor's Office related to this Agreement.
 
SECTION 9. ENVIRONMENTAL MATTERS
 
The Developer hereby represents and warrants to the City that it has conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with the requirements of all Environmental Laws and this Agreement. The Developer agrees to indemnify, defend and hold the City harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Laws incurred, suffered by or asserted against the City and relating to the Project or the Property.
 
 
SECTION 10. INDEMNIFICATION
The Developer agrees to indemnify, pay, defend and hold the City, and its elected and appointed officials, employees, agents and affiliates (individually an "Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner directly or indirectly relating or arising out of this Agreement or the Project. The provisions ofthe undertakings and indemnification set out in this Section 10 shall survive the termination of this Agreement.
 
 
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SECTION 11. MAINTAINING RECORDS / RIGHT TO INSPECT
 
The Developer shall (a) comply with the requirements of Paragraph H of Exhibit D during the Term of the Agreement and cause the other applicable parties to comply with such requirements, and (b) upon three (3) business days' notice, permit any authorized representative of the City to have access to all portions ofthe Project and the Property during normal business hours to confirm the Developer's compliance with its obligations under this Agreement.
 
 
SECTION 12. DEFAULT AND REMEDIES
12.01 Events of Default. The occurrence of any one or more ofthe following events, subject to the provisions of Section 12.03. shall constitute an "Event of Default" by the Developer hereunder:
 
(a)      the failure of the Developer to comply with any covenant or obligation, or the breach by
the Developer of any representation or warranty, under this Agreement or any related agreement;
 
(b)      the commencement of any bankruptcy, insolvency, liquidation or reorganization
proceedings under any applicable state or federal law, or the commencement of any analogous
statutory or non-statutory proceedings involving the Developer; provided, however, that if such
commencement of proceedings is involuntary, such action shall not constitute an Event of Default
unless such proceedings are not dismissed within sixty (60) days after the commencement of such
proceedings;
  1. the appointment of a receiver or trustee for the Developer, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof;
  2. the entry of any judgment or order against the Developer or the Property which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution;
  3. the dissolution of the Developer or the death of any natural person who owns a 50% or more ownership interest in the Developer, unless, in the case of a death, the Developer establishes to the DPD's satisfaction that such death shall not impair the Developer's ability to perform its executory obligations under this Agreement; or
  4. the institution in any court of a criminal proceeding (other than a misdemeanor) against the Developer or any natural person who owns 5% or more ownership interest in the Developer, which is not dismissed within thirty (30) days, or the indictment of the Developer or any natural person who owns such a material interest in the Developer, for any crime (other than a misdemeanor).
 
 
 
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(g) failure to timely submit the Annual Compliance Report to the City as required by this Agreement, the failure of which will constitute an event of default without notice or opportunity to cure.
 
12.02      Remedies. Upon the occurrence of an Event of Default, the City may terminate this
Agreement and all related agreements, and may suspend disbursement of City Funds. The City
may, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue
and secure any available remedy. However, the City shall not be entitled to recover any City Funds
previously paid to the Developer unless the Event of Default involves a Reimbursement Event.
12.03      Curative Period. In the event the Developer fails to perform any covenant or
obligation or breaches any representation or warranty which the Developer is required to perform
under this Agreement, an Event of Default shall not be deemed to have occurred unless the
Developer has failed to cure such default within thirty (30) days of its receipt of a written notice from
the City specifying the nature ofthe default; provided, however, with respect to those non-monetary
defaults which are not capable of being cured within such thirty (30) day period, the Developer shall
not be deemed to have committed an Event of Default under this Agreement if it has commenced to
cure the alleged default within such thirty (30) day period and thereafter diligently and continuously
prosecutes the cure of such default until the same has been cured. No such cure period, however,
shall apply to Events of Default described in Section 12(b), (c), (d), (e) or (f), which defaults shall
have the cure periods described therein, if any. In addition, no cure period shall apply to default
arising from a breach of the jobs and operations covenants in Section 8.05 and the Annual
Compliance Report covenant in Section 8.17 and such breaches shall be an immediate Event of
Default.
 
SECTION 13. MORTGAGING OF THE PROJECT
 
All mortgages or deeds of trust in place as of the date hereof with respect to the Property or any portion thereof are listed on Exhibit F hereto. No mortgagee shall have the right to succeed to the Developer's rights under this Agreement unless it complies with the first sentence of Section 15.15 hereof.
 
 
SECTION 14. NOTICE
 
Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any ofthe following means: (a) personal service; (b) overnight courier, or (c) registered or certified mail, return receipt requested.
 
If to the City:      City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, IL 60602 Attention: Commissioner
 
 
 
 
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With Copies To:       City of Chicago
Department of Law
Finance and Economic Development Division 121 North LaSalle Street, Room 600 Chicago, IL 60602
 
If to the Developer:    BGM Property Investments, LLC and MT Food Service, Inc. 400 N. Noble Chicago, Illinois 60642 Attention: Gary Levinson
 
With Copies To:       
Chicago, Illinois 606
Attn:      '
 
 
Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to clause (a) hereof shall be deemed received upon such personal service. Any notice, demand or request sent pursuant to clause (b) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (c) shall be deemed received two (2) business days following deposit in the mail.
 
 
SECTION 15. MISCELLANEOUS
  1. Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties hereto; provided, however, that the City, in its sole discretion, may amend, modify or supplement Exhibit A hereto without the consent of any party hereto, and DPD may grant consents as explicitly provided for under certain sections of this Agreement. It is agreed that no material amendment or change to this Agreement shall be made or be effective unless ratified or authorized by an ordinance duly adopted by the City Council. The term "material" for the purpose of this Section 15.01 shall be defined as any deviation from the terms of the Agreement which operates to materially reduce the scope of the Project, increases the square footage allocated to office space to an amount greater than fifty percent (50%), materially changes the Project or business operations of the Developer at the Property, or increases the City Funds payable to the Developer.
  2. Entire Agreement. This Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the parties hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof.
  3. Limitation of Liability. No member, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City
 
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or for any amount which may become due to the Developer from the City or any successor in interest or on any obligation under the terms of this Agreement.
    1. Further Assurances. The Developer agrees to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Agreement.
    2. Waiver. Waiver by the City or the Developer with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Developer in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by a party, nor any course of dealing between the parties hereto, shall constitute a waiver of any such parties' rights or of any obligations of any other party hereto as to any future transactions.
    3. Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any other remedies of such party unless specifically so provided herein.
    4. Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.
  1. Headings. The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof.
  1. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.
  2. Severability. If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
  3. Conflict. In the event of a conflict between any provisions of this Agreement and the provisions of the TIF Ordinances, and any bond ordinances relating to the Area, if any, such ordinance(s) shall prevail and control.
  4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles.
  5. Form of Documents. All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
 
 
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  1. Approval. Wherever this Agreement provides for the approval or consent of the City, DPD or the Commissioner, or any matter is to be to the City's, DPD's or the Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City, DPD or the Commissioner in writing and in the reasonable discretion thereof. The Commissioner or other person designated by the Mayor of the City shall act for the City or DPD in making all approvals, consents and determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.
  2. Assignment. The Developer may not sell, assign or otherwise transfer its interest in this Agreement in whole or in part without the written consent of the City, which consent shall be in the City's sole discretion and which, if granted, may be conditioned upon, among other things, the assignee's assumption of all of the Developer's obligations under this Agreement. The foregoing limitation shall not prevent the Developer from collaterally assigning to a lender that is also providing financing for the Project the Developer's right to receive the payment of City Funds as security for such lender financing. The Developer consents to the City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.
  3. Binding Effect. This Agreement shall be binding upon the Developer, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of the Developer, the City and their respective successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.
  4. Force Majeure. Neither the City nor the Developer nor any successor in interest to either of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, and other events or conditions beyond the reasonable control ofthe party affected which in fact interferes with the ability of such party to discharge its obligations hereunder. The individual or entity relying on this section with respect to any such delay shall, upon the occurrence ofthe event causing such delay, immediately give written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay affected by any such events described above.
  5. Exhibits. All ofthe exhibits attached hereto are incorporated herein by reference.
  6. Business Economic Support Act. Pursuant to the Business Economic Support Act (30 ILCS 760/1 et seq.), if the Developer is required to provide notice under the WARN Act, the Developer shall, in addition to the notice required under the WARN Act, provide at the same time a copy of the WARN Act notice to the Governor of the State, the Speaker and Minority Leader of the House of Representatives of the State, the President and minority Leader of the Senate of State, and the Mayor of each municipality where the Developer has locations in the State. Failure by the Developer to provide such notice as described above may result in the termination of all or a part of the payment or reimbursement obligations of the City set forth herein.
 
  1. Venue and Consent to Jurisdiction. If there is a lawsuit under this Agreement, each party may hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of Illinois and the United States District Court for the Northern District of Illinois.
  2. Costs and Expenses. In addition to and not in limitation of the other provisions of this Agreement, Developer agrees to pay upon demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement. This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services. Developer also will pay any court costs, in addition to all other sums provided by law.
  3. Business Relationships. The Developer acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Developer has read such provision and understands that pursuant to such Section 2-156-030 (b), it is illegal for any elected official of the City, or any person acting at the direction 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 any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (C) that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that, to the best of its knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
 
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] [SIGNATURE BLOCKS APPEAR ON THE FOLLOWING PAGE]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.
 
 
BGM PROPERTY INVESTMENTS, LLC
an Illinois limited liability company
 
 
By:      , its Member
Gary Levinson
 
 
 
MT FOOD SERVICE, INC.
An Illinois corporation
 
By:
 
 
 
Gary Levinson, Vice President
 
 
 
 
CITY OF CHICAGO, acting by and through its Department of Planning and Development
 
 
By:_
Andrew J. Mooney Commissioner
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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STATE OF ILLINOIS ) ) ss
COUNTY OF COOK )
 
 
 
I,      , a notary public in and for the said County, in the State aforesaid,
DO HEREBY CERTIFY that Gary Levinson, personally known to me to be the Member of BGM Property Investments, LLC, an Illinois limited liability company, (together with MT Food Service, Inc., an Illinois corporation, the "Developer"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, and delivered said instrument, pursuant to the authority given to him by the members of the company, as his free and voluntary act and as the free and voluntary act of the Developer, for the uses and purposes therein set forth.
 
GIVEN under my hand and official seal this      day of      ,      .
 
 
Notary Public
 
 
My Commission Expires
 
(SEAL
 
STATE OF ILLINOIS ) ) ss
COUNTY OF COOK )
 
 
 
I,      , a notary public in and for the said County, in the State aforesaid,
DO HEREBY CERTIFY that Gary Levinson, personally known to me to be the Vice President of MT Food Service, Inc., an Illinois corporation, (together with BGM Property Investments, LLC, an Illinois limited liability company, the "Developer"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, and delivered said instrument, pursuant to the authority given to him by the board of directors of the corporation, as his free and voluntary act and as the free and voluntary act of the Developer, for the uses and purposes therein set forth.
 
GIVEN under my hand and official seal this      day of      ,      .
 
 
Notary Public
 
 
My Commission Expires.
(SEAL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
i
I
 
STATE OF ILLINOIS ) ) ss
COUNTY OF COOK )
 
 
 
I,      , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Andrew J. Mooney, personally known to me to be the Commissioner of the Department of Planning and Development of the City of Chicago (the "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, and delivered said instrument pursuant to the authority given to him by the City, as his free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
 
GIVEN under my hand and official seal this      th day of      ,      .
 
 
 
Notary Public
 
 
My Commission Expires
 
EXHIBIT A
Legal Description ofthe Redevelopment Area [To Be Attached at Closing]
 
EXHIBIT B
 
Description ofthe Project
 
The Project includes redevelopment of a two story building having a total of approximately 58,000 square feet of usable space located within the Area and commonly known as 400 N. Noble, Chicago, Illinois 60642 and legally described on Exhibit C (the "Property"), into a food service distribution center to be leased to MT Food Service, Inc. comprising approximately 50,500 square feet  of warehouse  space  and   approximately  7,500  square  feet  of  office space
 
EXHIBIT C
Legal Description of Property (SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)
 
PARCEL X{
LOT 13 AND THB NORTH 1.0 FOOT OF LOT 16 IH BLOCK 2 IN ARMOUR'S SUBDIVISION IN THE SOUTHEAST CORNER OF THB WEST 1/2 OP THE NORTHWEST 1/4 OP SECTION 8, TOWNSHIP 39 NORTH, RANGE 14 BAST OF THB THIRD PRINCIPAL MERIDIAN, TN COOK COUNTY, ILLUfOia.
PARCEL 2:
LOTS 11, 14 AND THB NORTH 1.0 FOOT 07 LOT 15 IH BLOCK 2 Ul ARMOUR'S SUBDIVISION IN THE SOUTHEAST CORNER OP THB WEST 1/2 0? THB NORTHWEST 1/4 OF SBCTION 8, TOWNSHIP 39 NORTH, RANGE 14 BAST OF THB THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY. ILLINOIS.
PARCEL 3:
LOT 16 (EXCEPT THE NORTH 20.0 FRET THEREOF) , ALL OF LOTS 17, 20 AND 21 AND THOSE PARTS OF LOTS 24 AND 25 BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THB NORTHEAST CORNER OF SAID LOT 24} THENCE WEST ALONG THE NORTH LINE OF SAID LOT 24 TO THE NORTHWEST CORNER THEREOF; THENCE SOUTH ALONG THE WEST LINE OF SAID LOTS 24 AND 25 TO A POINT 5.0 FEET SOUTH OF THB NORTHWEST CORNER OF SAID LOT 25 r THKNCB EAST PARALLEL WITH THB NORTH LINE OF SAID LOT 25, A DISTANCE OF 55.0 FEET? THENCE NORTHEASTERLY ALONG A STRAIGHT LINE TO A POINT IN THB EAST LINE OF SAID LOT 24; A DISTANCE 5.0 FEET NORTH OF THB SOUTHEAST CORNER THEREOF; THENCE NORTH ALONG THB EAST LINE OF SAID LOT 34 TO THB POINT 07 BEGINNING, ALL OF THE FOREGOING LYING AND BEING IN BLOCK 2 OP GEORGE ARMOUR'S SUBDIVISION OF PART OF THE WEST 1/2 OF THB NORTHWEST 1/4 OF SBCTION 8, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THB THIRD PRINCIPAL MERIDIAN AS SHOWN ON THB MAP OF SAID SUBDIVISION RECORDED NOVEMBER 14, 1853 IN RECORDERS OFFICE OF COOK COUNTY,  ILLINOIS IN BOOK 49 OF PLATS PAGB 101
ALSO
LOT 15  (EXCEPT THE NORTH 20.0 FEET THEREOF), ALL OF LOTS 18,  19, 22 AND 23 AND LOT 26 (EXCEPT THAT PART OF THE LOT 26 DESCRIBED AS BEGINNING AT THE SOUTHEAST CORNER THEREOF; THKNCB NORTH ALONG THE EAST LINE OF SAID LOT 4.8 FEET; THENCE SOUTHWESTERLY TO A POINT ON THB SOUTH LINE OF SAID LOT 29.59 FEET WEST OF THE SOUTHEAST CORNER THEREOF; THENCE EAST TO THE POINT OF BEGINNING) ALL IN BLOCK 2 IN ARMOUR'S SUBDIVISION XN THE SOUTHEAST CORNER OF THB WEST 1/2 OF THE NORTHWEST 1/4 OP SECTION B, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
 
ALSO   LOTS 1 TO 6 INCLUSIVE IN BLOCK 3 IN ARMOUR'S SUBDIVISION IN THB SOUTHEAST CORNER OF THE WEST 1/2 OP THB NORTHWEST l/4 OF SBCTION 8,  TOWNSHIP 39 NORTH, RANGE 14 EAST OF THB THIRD PRINCIPAL MERIDIAN,  IN COOK COUNTY, ILLINOIS. ALSO
ALL THAT PART OF VACATED NORTH BISHOP STREET LYING WEST OP AND ADJOINING THE
 
 
WBST LINB OF IOTS 15,  18, 19, 32, 23 AND 26 IN BLOCK 2 LYING BAST OF AND ADJOINING THB EAST LINE OF LOTS 1 TO 6, BOTH INCLUSIVE IN BLOCK 3 AND LYING SOUTH OF AND ADJOINING THB SOUTH LINE OF THE NORTH 20.0 FEET OF SAID LOT 15 IN BLOCK 2 PRODUCED WEST 60.0 FBBT; ALSO
ALL THAT PART OF VACATED NORTH AND SOUTH 10.0 FOOT ALLEY LYING WEST OF AND ADJOINING THE WEST LINE OF LOTS 16 AND 17, 20, 21, 24 AND 25 LYING EAST OF AND ADJOINING THE EAST LINE OF LOTS 15, 18, 19, 22, 23 AND 26 LYING SOUTH OF AND ADJOINING THB SOUTH LINE OF THB NORTH 20,0 FBBT OP SAID LOT 16 PRODUCED WEST 10.0 FEET,  IN BLOCK 2 {EXCEPT THAT PART OP THB EAST 1/2 OF SAID VACATED NORTH AND SOUTH 10.0 FOOT ALLEY LYING SOOTH OF THB SOUTH LINE OF THB NORTH 5.0 FBBT OF SAID LOT 25 PRODUCED WEST TO ITS INTERSECTION WITH CENTER LINE OP SAID VACATED 10.0 FOOT ALLEY) AND EXCEPT THAT PART OF THB WBST 1/2 OP SAID VACATED NORTH AND SOUTH 10.0 FOOT ALLEY ACCRUING TO THE FOLLOWING DESCRIBED PROPERTY; THAT PART OF LOT 26 DESCRIBED AS BEGINNING AT THB SOUTHEAST CORNER THEREOF; THENCE NORTH ALONG THE BAST LINE OF SAID LOT 26, 4.8 FBBT THENCE SOUTHWESTERLY TO A POINT ON THB SOUTH LINE OF SAID LOT 26, 29.59 FBBT WEST OF THB SOUTHEAST CORNER THEREOF; THENCE EAST TO THE POINT OF BEGINNING; ALSO
THAT PART OF THB EAST 1/2 OF THB NORTH AND SOUTH VACATED ALLEY LYING WEST OF AND ADJACENT TO LOT 25 IN BLOCK 2 DESCRIBED A3 FOLLOWS t
BEGINNING AT A POINT ON THB WBST LINE OF SAID LOT 25, SAID POINT BEING 6.42 FBBT NORTH OF THE SOUTHWBST CORNER OF SAID LOT 25; THENCE NORTH ALONG THE WEST LINE OF SAID LOT 25 TO A POINT 5.0 FBBT SOUTH OF THE NORTH LINE OF SAID LOT 25; THENCE WEST ALONG A LINE PARALLEL TO THB NORTH LINE OF SAID LOT 25, EXTENDED WEST 5.0 PEST TO THB CENTER LINE OF SAID VACATED ALLEY; THENCE SOUTH ALONG THB CENTER LINE OF SAID VACATED ALLEY TO A POINT WHICH IB 5.61 FEET NORTH OF THB SOUTH LINE OF SAID LOT 25, EXTENDED WEST AS MEASURED ALONG SAID CENTER LINE; THENCE EASTERLY ALONG A STRAIGHT LINE 5.07 FBBT TO THB POINT 07 BEGINNING. ALSO
THE BAST 1/2 OF THE VACATED NORTH AND SOUTH 10 FOOT ALLEY LYING WBST OF AND ADJOINING THE WEST LINE OF LOTS 1 TO 6, LYING EAST 07 AND ADJOINING THE BAST LINB OF LOT 19 AND LYING SOUTH OP AND ADJOINING THB NORTH LINB OF SAID LOT 6, PRODUCED WEST 10,0 PEET IN BLOCK 3, ALL IN ARMOURS SUBDIVISION IN THE SOUTHEAST CORNER OF THB WBST 1/2 07 THB NORTHWEST 1/4 OF SECTION 8, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 4:
PERPETUAL EXCLUSIVE EASEMENT FOR THB BENEFIT OP PARCELS 1, 2, AND 3 AS CREATED BY THB BASEMENT AGREEMENT RECORDED MAY 15,2013 AS DOCUMENT NUMBER 1313512048 FOR VEHICULAR AND PEDESTRIAN INGRESS AND EGRESS, PARKING, LOADING AND UNLOADING AND USES INCIDENTAL™) THB USB, FROM TIME TO TIME, OVER AND UPON THE PORTIONS OF THE SOUTH 25 FEET OP LOTS 2, 3, 6 AND 7 IN THE AFORESAID SUBDIVISION OF LOTS 2,  3, 6, 7 AND 10 IN BLOCK 2 AND LOTS 9 TO 13 IN BLOCK 3 IN ARMOURS SUBDIVISION AS DESCRIBED IN EXHIBIT "D" ATTACHED THERETO.
 
 
P.I.N. 17-08-136-025-0000 17-08-137-006-0000 17-08-137-014-0000 17-08-137-022-0000 17-08-137-005-0000
Commonly known as 400 N. Noble, Chicago, Illinois
 
 
EXHIBIT D
 
Construction Requirements
  1. Construction Contract. Upon DPD's request, the Developer must provide DPD with a certified copy of the construction contract, together with any modifications, amendments or supplements thereto, and upon DPD's request, a copy of any subcontracts.
  2. Performance and Payment Bonds. Prior to the commencement of any portion of the Project which includes work on the public way, the Developer must require the General Contractor to be bonded for its payment by sureties having an AA rating or better using a bond in a form acceptable to the City. The City shall be named as obligee or co-obligee on any such bonds.
  3. Employment Profile. Upon DPD's request, the Developer, the General Contractor and all subcontractors must submit to DPD statements of their respective employment profiles.
  4. Prevailing Wage. The Developer, the General Contractor and all subcontractors must pay the prevailing wage rate as ascertained by the Illinois Department of Labor (the "Department"), to all persons working on the Project. All such contracts shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the Department revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon the City's request, the Developer shall provide the City with copies of all such contracts entered into by the Developer or the General Contractor to evidence compliance with this Paragraph D.
  5. Employment Opportunity. The Developer shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer operating on the Property (collectively, with the Developer, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Developer and during the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:
 
(1) No Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010 et seg Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a non-discriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income.
 
  1. To the greatest extent feasible, each Employer is required to present opportunities for training and employment of low- and moderate-income residents of the City and preferably of the Area; and to provide that contracts for work in connection with the construction of the Project be awarded to business concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Area.
  2. Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1993), and any subsequent amendments and regulations promulgated thereto.
  3. Each Employer, in order to demonstrate compliance with the terms of this Paragraph, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
  4. Each Employer shall include the foregoing provisions of subparagraphs (1) through (4) in every contract entered into in connection with the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.
  5. Failure to comply with the employment obligations described in this Paragraph E shall be a basis for the City to pursue its remedies under the Redevelopment Agreement.
 
F. City Resident Construction Worker Employment Requirement. The Developer agrees for itself and its successors and assigns, and shall contractually obligate its General Contractor and shall cause the General Contractor to contractually obligate its subcontractors, as applicable, to agree, that during the construction ofthe Project they shall comply with the minimum percentage of total worker hours performed by actual residents ofthe City as specified in Section 2-92-330 ofthe Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents of the City); provided, however, that in addition to complying with this percentage, the Developer, its General Contractor and each subcontractor shall be required to make good faith efforts to utilize qualified residents ofthe City in both unskilled and skilled labor positions.
 
The Developer may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the Chief Procurement Officer of the City.
 
"Actual residents of the City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
 
The Developer, the General Contractor and each subcontractor shall provide for the maintenance of adequate employee residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
 
Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of DPD in triplicate, which shall identify clearly the actual
 
 
residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name.
The Developer, the General Contractor and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of DPD, the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Developer, the General Contractor and each subcontractor shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.
At the direction of DPD, affidavits and other supporting documentation will be required ofthe Developer, the General Contractor and each subcontractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer, the General Contractor and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) shall not suffice to replace the actual, verified achievement ofthe requirements of this Paragraph concerning the worker hours performed by actual Chicago residents.
When work at the Project is completed, in the event that the City has determined that the Developer has failed to ensure the fulfillment ofthe requirement of this Paragraph concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Paragraph. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1 percent (0.0005) ofthe aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer pursuant to Section 2-92-250 ofthe Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Developer must surrender damages as provided in this paragraph.
Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents.
 
The Developer shall cause or require the provisions of this Paragraph F to be included in all construction contracts and subcontracts related to the Project.
 
G. The Developer's MBEAA/BE Commitment.
 
 
The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the General Contractor to agree that, during the Project:
(1) Consistent with the findings which support the Minority-Owned and Women-Owned Business Enterprise Procurement Program (the "MBEAA/BE" Program"), Section 2-92-420 et seq., Municipal Code of Chicago, and in reliance upon the provisions of the MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Paragraph G, during the course ofthe Project, at least the following percentages ofthe MBEAA/BE Budget attached hereto as Exhibit E-2 (as these budgeted amounts may be reduced to reflect decreased actual costs) shall be expended for contract participation by MBEs or WBEs:
  1. At least 24 percent by MBEs.
  2. At least 4 percent by WBEs.
 
2. For purposes of this Paragraph G only, the Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" as such terms are defined in Section 2-92-420, Municipal Code of Chicago.
 
(3)      Consistent with Section 2-92-440, Municipal Code of Chicago, the Developer's
MBEAA/BE commitment may be achieved in part by the Developer's status as an MBE or WBE (but
only to the extent of any actual work performed on the Project by the Developer), or by a joint
venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE
participation in such joint venture or (ii) the amount of any actual work performed on the Project by
the MBE or WBE), by the Developer utilizing a MBE or a WBE as a General Contractor (but only to
the extent of any actual work performed on the Project by the General Contractor), by
subcontracting or causing the General Contractor to subcontract a portion ofthe Project to one or
more MBEs or WBEs, or by the purchase of materials used in the Project from one or more MBEs or
WBEs, or by any combination of the foregoing. Those entities which constitute both a MBE and a
WBE shall not be credited more than once with regard to the Developer's MBEAA/BE commitment as
described in this Paragraph G. The Developer or the General Contractor may meet all or part of this
commitment through credits received pursuant to Section 2-92-530 of the Municipal Code of
Chicago for the voluntary use of MBEs or WBEs in its activities and operations other than the
Project.
 
(4)      Prior to the City's issuance of a Certificate, the Developer shall provide to DPD a final
report describing its efforts to achieve compliance with this MBEAA/BE commitment. Such report
shall include inter alia the name and business address of each MBE and WBE solicited by the
Developer or the General Contractor to work on the Project, and the responses received from such
solicitation, the name and business address of each MBE or WBE actually involved in the Project, a
description of the work performed or products or services supplied, the date and amount of such
work, product or service, and such other information as may assist DPD in determining the
Developer's compliance with this MBEAA/BE commitment. DPD has access to the Developer's
books and records, including, without limitation, payroll records, books of account and tax returns,
and records and books of account in accordance with the Redevelopment Agreement, on five (5)
business days' notice, to allow the City to review the Developer's compliance with its commitment to
MBEAA/BE participation and the status of any MBE or WBE performing any portion of the Project.
 
  1. Upon the disqualification of any MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this Subsection (e), the disqualification procedures are further described in Section 2-92-540, Municipal Code of Chicago.
  2. Any reduction or waiver ofthe Developer's MBEAA/BE commitment as described in this Paragraph G shall be undertaken in accordance with Section 2-92-450, Municipal Code of Chicago.
  3. Prior to the commencement ofthe Project, the Developer, the General Contractor and all major subcontractors shall be required to meet with the monitoring staff of DPD with regard to the Developer's compliance with its obligations under this Paragraph G. During this meeting, the Developer shall demonstrate to DPD its plan to achieve its obligations under this Paragraph G, the sufficiency of which shall be approved by DPD. During the Project, the Developer shall, upon the request of the monitoring staff of DPD, such interim reports as the monitoring staff may require. Failure to submit such documentation on a timely basis, or a determination by DPD, upon analysis of the documentation, that the Developer is not complying with its obligations hereunder shall, upon the delivery of written notice to the Developer, be deemed an Event of Default hereunder.
 
H.      Books and Records. The Developer, the general contractor and each subcontractor shall
keep and maintain books and records that fully disclose the total actual cost of the Project and the
disposition of all funds from whatever source allocated thereto and as otherwise necessary to
evidence the Developer's compliance with its obligations under this Agreement, including, but not
limited to, payroll records, general contractor's and subcontractors' sworn statements, general
contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices and the like.
Such books and records shall be available at the applicable party's offices for inspection, copying,
audit and examination by an authorized representative of the City, at the Developer's expense.
 
I.      Incorporation in Other Contracts. The general contract and each subcontract shall include
a rider incorporating Paragraphs C, D, E(5) and H of this Exhibit D and the insurance requirements
in Exhibit L. The general contract shall also incorporate in such rider Paragraphs F and G of this
Exhibit D.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT E-1 Project Budget
 
Sources
Equity
Debt Total Sources
 
Uses
Acquisition Hard Costs
Demolition
Roof
Loading Docks Code Compliance Office Area Remodeling Exterior Repairs HVAC Equipment Refrigeration Area Electrical
Landscaping and Paving
Miscellaneous Total Hard Costs Total Soft Costs Total Uses
Amount $830,000 $2.790.000 $3,620,000
 
Amount $2,050,000
 
$75,000 $370,000 $325,000 $100,000 $90,000 $80,000 $60,000 $200,000 $50,000 $50,000 $50,000 $1,450,000 $120.000 $3,620,000
 
EXHIBIT E-2 MBE/WBE Project Budget
 
Hard Costs of Construction Soft Costs/Fees MBEAA/BE Project Budget
 
MBE Total at 24% WBE Total at 4%
$1,450,000
$120,000
$1,570,000
 
$ 348,000 $ 4,800
 
EXHIBIT F
 
Permitted Liens
 
 
 
1.      Liens or encumbrances against the Property:
 
Those matters set forth as Schedule B title exceptions in the owner's title insurance policy issued by the Title Company as of the date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.
 
2.      Liens or encumbrances against the Developer or the Project, other than liens against the
Property, if any: to secure indebtedness payable to the Developer's project lender,
including, without limitation, a First Mortgage, Assignment of Rents and Leases, Fixture
Filing, blanket UCC financing statements and the like.
 
EXHIBIT G Approved Prior Expenditures
 
Prior TIF Eligible Expenditures:
 
Property assembly costs, including acquisition, demolition of buildings, $2,050,000 site preparation, and engineered barriers.
 
Costs of rehabilitation, reconstruction, or repair or remodeling of
existing public or private buildings $0
 
Financing costs, including interest accruing during construction. $0
 
TOTAL
 
 
$2,050,000
 
EXHIBIT H
 
Requisition Form
 
 
State of Illinois)
)SS
COUNTY OF COOK )
 
 
The affiant, Gary Levinson, Managing Member of BGM Property Investments, LLC, an Illinois limited liability company, and President of MT Food Service, Inc., an Illinois corporation, (being jointly and severally referred to herein as the "Developer"), hereby certifies that with respect to that certain BGM Property Investments, LLC and MT Food Service, Inc. Redevelopment
Agreement between the Developer and the City of Chicago dated      , 2014 (the
"Agreement"):
  1. Expenditures (final cost) for the Project, in the total amount of $      ,
have been made:
  1. This paragraph B sets forth and is a true and complete statement of all costs of TIF-Funded Improvements for the Project reimbursed by the City to date:
 
$      
  1. The Developer requests reimbursement for the following cost of TIF-Funded Improvements:
 
$      
  1. None of the costs referenced in paragraph C above have been previously reimbursed by the City.
    1. The Developer hereby certifies to the City that, as of the date hereof:
  1. Except as described in the attached certificate, the representations and warranties contained in the Redevelopment Agreement are true and correct and the Developer is in compliance with all applicable covenants contained herein.
  2. No event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default, exists or has occurred.
  3. The  number  of  FTEs  currently  employed  at the  Property is
 
 
4. The Developer has maintained its operations within the City of Chicago and is operating the Property for the same use and at substantially the same capacity as described in the Developer's TIF application and/or the Redevelopment Agreement.
 
 
5.      The financial statements for the Developer's most recently-concluded fiscal year are attached to this Requisition Form.
 
F.      Attached hereto is a copy ofthe final approval ofthe Monitoring and Compliance Division
ofthe Department of Planning and Development with respect to MBEAA/BE, City Resident hiring and
prevailing wage matters. [ATTACH WITH FIRST REQUISITION FORM ONLY]
G.      Attached hereto are copies of the front and back of the building permit for the work
covered by the Project, and/or, if applicable, the certificate of occupancy for the Project. [ATTACH
WITH FIRST REQUISITION FORM ONLY]
H.      Attached hereto is a copy of the inspecting architect's confirmation of construction
completion. [ATTACH WITH THE FIRST REQUISITION FORM ONLY, IF REQUESTED BY DPD.]
All capitalized terms which are not defined herein have the meanings given such terms in the Agreement.
 
 
BGM PROPERTY INVESTMENTS, LLC, an Illinois limited liability company
 
By      
Gary Levinson, its Member
 
 
 
MT FOOD SERVICE, INC., an Illinois corporation
 
By      _____
Gary Levinson, its Vice President
 
Subscribed and sworn before me this      day of.
 
 
 
 
My commission expires:.
 
 
Agreed and accepted:
 
 
Name
Title:      
City of Chicago
Department of Planning and Development
 
 
EXHIBIT I
 
TIF-Funded Improvements
 
 
Property assembly costs, including acquisition, demolition of buildings,      $2,050,000
site preparation, and engineered barriers
Costs of construction of public works or improvements      $1,450,000
Financing costs, including interest accruing during construction      $120,000
 
 
TOTAL      $ 3,620,000*
 
*Notwithstanding the total of TIF-Funded Improvements or the amount of TIF-eligible costs, the assistance to be provided by the City is limited to the amount described in Section 4.03 and shall not exceed $499,000.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
i
 
EXHIBIT J
 
Form of Subordination Agreement
 
 
 
 
 
 
This document prepared by and after recording return to:
Charles E. Rodgers, Jr., Esq.
Assistant Corporation Counsel
Department of Law
121 North LaSalle Street, Room 600
Chicago, IL 60602
 
 
SUBORDINATION AGREEMENT
 
This Subordination Agreement ("Agreement") is made and entered into as of the
day of      ,      between the City of Chicago by and through its Department of Planning and
Development (the "City"), [Name Lender], a [national banking association] (the "Lender").
 
 
WITNESSETH:
 
WHEREAS, BGM Property Investments, LLC, and Illinois limited liability company, and MT Food Service, Inc., and Illinois corporation (collectively, the "Developer") intends to undertake the redevelopment project described in Exhibit B hereto (the "Project"), which includes redevelopment of a two story building having a total of approximately 58,000 square feet of usable space located within the Area and commonly known as 400 N. Noble, Chicago, Illinois 60642 and legally described on Exhibit C (the "Property) into a food distribution facility comprising of approximately 50,500 square feet of warehouse space and approximately 7,500 square feet of office space. The completion of the Project would not reasonably be anticipated without the financing contemplated in this Agreement. The Project will be carried out in accordance with this Agreement and the City of Chicago Kinzie Industrial Corridor Tax Increment Financing Redevelopment Project Area
 
WHEREAS, [INSERT BANK NAME] ("Lender") and [INSERT BORROWER NAME]
(the "Borrower"), have entered into a certain Loan Agreement dated as of      
pursuant to which the Lender has agreed to make a loan to the Borrower in an amount not to
exceed      (the "Loan"), which Loan is evidenced by a Mortgage Note and executed by
the Borrower in favor of the Lender (the "Note"), and the repayment of the Loan is secured by, among other things, certain liens and encumbrances on the Property and other property of the
Borrower pursuant to the following: (i) Mortgage dated             and recorded
      as document number      made by the Borrower to the Lender; and
(ii) Assignment of Leases and Rents dated             and recorded       as
document number      made by the Borrower to the Lender (all such agreements referred
to above and otherwise relating to the Loan referred to herein collectively as the "Loan Documents");
 
 
WHEREAS, the Developer desires to enter into a certain Redevelopment Agreement dated the date hereof with the City in order to obtain additional financing for the Project (the "Redevelopment Agreement," referred to herein along with various other agreements and documents related thereto as the "City Agreements");
 
WHEREAS, pursuant to the Redevelopment Agreement, the Developer will agree to be bound by certain covenants expressly running with the Property, as set forth in Sections 8.01 (I), 8.02, 8.05 and 8.14 ofthe Redevelopment Agreement (the "City Encumbrances");
 
WHEREAS, the City has agreed to enter into the Redevelopment Agreement with the Developer as ofthe date hereof, subject, among other things, to (a) the execution by the Developer of the Redevelopment Agreement and the recording thereof as an encumbrance against the Property; and (b) the agreement by the Lender to subordinate their respective liens under the Loan Documents to the City Encumbrances; and
 
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lender and the City agree as hereinafter set forth:
 
1.      Subordination. All rights, interests and claims of the Lender in the Property
pursuant to the Loan Documents are and shall be subject and subordinate to the City
Encumbrances. In all other respects, the Redevelopment Agreement shall be subject and
subordinate to the Loan Documents. Nothing herein, however, shall be deemed to limit the Lender's
right to receive, and the Developer's ability to make, payments and prepayments of principal and
interest on the Note, or to exercise its rights pursuant to the Loan Documents except as provided
herein.
  1. Notice of Default. The Lender shall use reasonable efforts to give to the City, and the City shall use reasonable efforts to give to the Lender, (a) copies of any notices of default which it may give to the Developer with respect to the Project pursuant to the Loan Documents or the City Agreements, respectively, and (b) copies of waivers, if any, ofthe Developer's default in connection therewith. Under no circumstances shall the Developer or any third party be entitled to rely upon the agreement provided for herein.
  2. Waivers. No waiver shall be deemed to be made by the City or the Lender of any of their respective rights hereunder, unless the same shall be in writing, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the City or the Lender in any other respect at any other time.
  3. Governing Law; Binding Effect. This Agreement shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws and decisions of the State of Illinois, without regard to its conflict of laws principles, and shall be binding upon and inure to the benefit ofthe respective successors and assigns ofthe City and the Lender.
  4. Section Titles; Plurals. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. The singular form of any word used in this Agreement shall include the plural form.
 
 
6. Notices. Any notice required hereunder shall be in writing and addressed to the party to be notified as follows:
 
If to the City:      City of Chicago Department of Planning and
Development
121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attention: Commissioner
 
With a copy to:        City of Chicago Department of Law
121 North LaSalle Street, Room 600 Chicago, Illinois 60602
Attention: Finance and Economic Development Division
 
 
If to the Lender:
 
 
Attention:
 
 
With a copy to:
 
 
Attention:
 
 
 
or to such other address as either party may designate for itself by notice. Notice shall be deemed to have been duly given (i) if delivered personally or otherwise actually received, (ii) if sent by overnight delivery service, (iii) if mailed by first class United States mail, postage prepaid, registered or certified, with return receipt requested, or (iv) if sent by facsimile with facsimile confirmation of receipt (with duplicate notice sent by United States mail as provided above). Notice mailed as provided in clause (iii) above shall be effective upon the expiration of three (3) business days after its deposit in the United States mail. Notice given in any other manner described in this paragraph shall be effective upon receipt by the addressee thereof; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender.
 
7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument.
[The remainder of this page is intentionally left blank.]
 
 
 
 
 
 
 
 
 
 
 
 
 
i
 
IN WITNESS WHEREOF, this Subordination Agreement has been signed as of the date first written above.
 
 
[LENDER], [a national banking association]
 
 
 
By:
 
Its:      
 
 
CITY OF CHICAGO
 
 
By:
Andrew J. Mooney Its: Commissioner,
Department of Planning and Development
 
 
ACKNOWLEDGED AND AGREED TO THIS
      DAY OF      
 
BGM Property Investments, Inc., an Illinois limited liability company
 
 
By:      
Gary Levinson, its Member
and
 
MT Food Service Inc., an Illinois corporation
 
 
By:
Gary Levinson, Vice President
 
STATE OF ILLINOIS )
)SS
COUNTY OF COOK )
 
 
I, the undersigned, a notary public in and for the County and State aforesaid, DO HEREBY CERTIFY THAT Andrew J. Mooney personally known to me to be the Commissioner of the Department of Planning and Development of the City of Chicago, Illinois (the "City") and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Commissioner, he signed and delivered the said instrument pursuant to authority given to him, as his free and voluntary act, and as the free and voluntary act and deed of said City, for the uses and purposes therein set forth.
 
GIVEN under my hand and notarial seal this      day of
 
 
 
 
 
Notary Public
 
 
(SEAL)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
i
 
STATE OF ILLINOIS ) COUNTY OF COOK
 
)SS )
 
 
I,      , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY THAT      , personally known to me to be the
      of [Lender], a      , and personally known to me to
be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed, sealed and delivered said instrument, pursuant to the authority given to him/her by Lender, as his/her free and voluntary act and as the free and voluntary act of the Lender, for the uses and purposes therein set forth.
 
GIVEN under my hand and notarial seal this      day of
 
 
 
 
 
Notary Public
 
 
My Commission Expires
 
(SEAL)
 
EXHIBIT A - LEGAL DESCRIPTION
 
 
(SUBJECT TO FINAL SURVEY AND TITLE COMMITMENT)
 
PARCEL 1:
LOT 13 AND THB NORTH 1.0 FOOT OF LOT 16 IN BLOCK 2 IN ARMOUR'S SUBDIVISION IN THE SOUTHEAST CORNER OF THE WBST l/2 OF THB NORTHWEST l/4 OF SECTION 8, TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2;
LOTS 11, 14 AND THE NORTH 1.0 FOOT OP LOT 15 IN BLOCK 2 IN ARMOUR'S SUBDIVISION IN THB SOUTHEAST CORNER OF THB WBST 1/2 OP THE NORTHWEST l/4 OF SBCTION 8, TOWNSHIP 39 NORTH, RANGE 14 BAST OF THB THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 3:
LOT 16 (EXCEPT THB NORTH 20.0 FBBT THEREOF) , ALL OF LOTS 17, 20 AND 21 AND THOSE PARTS OP LOTS 24 AND 25 BOUNDED AND DESCRIBED AS FOLLOWS» BEGINNING AT THB NORTHEAST CORNER OF SAID LOT 24} THENCE WEST ALONG THB NORTH LINB OF SAID LOT 24 TO THE NORTHWEST CORNER THEREOF; THENCE SOUTH ALONG THE WEST LINB OF SAID LOTS 24 AND 25 TO A POINT 5.0 FEET SOUTH OF THB NORTHWEST CORNER OF SAID LOT 25; THENCE EAST PARALLEL WITH THE NORTH LINE OF SAID LOT 25, A DISTANCE OF 55.0 FEET; THENCE NORTHEASTERLY ALONG A STRAIGHT LINE TO A POINT IN THB BAST LINE OF SAID LOT 24; A DISTANCE 5.0 FEET NORTH OP THB SOUTHEAST CORNER THEREOF; THENCE NORTH ALONG THB BAST LINB OF SAID LOT 24 TO THB POINT OF BEGINNING, ALL OF THB FOREGOING LYING AND BEING IN BLOCK 2 OF GEORGE ARMOUR'S SUBDIVISION OF PART OF THE WEST 1/2 OF THB NORTHWEST 1/4 OF SBCTION 8,  TOWNSHIP 39 NORTH, RANGE 14 EAST OF THB THIRD PRINCIPAL MERIDIAN AS SHOWN ON THB MAP OF SAID SUBDIVISION RECORDED NOVEMBER 14, 1853 IN RECORDERS OFFICE OP COOK COUNTY, ILLINOIS IN BOOK 49 OF PLATS PAGE 101
ALSO
LOT 15   (EXCEPT THE NORTH 20.0 FEET THEREOF) , ALL OF LOTS 18,  19,  22 AND 33 AND LOT 26 (EXCEPT THAT PART OF THE LOT 26 DESCRIBED AS BEGINNING AT THE SOUTHEAST CORNER THEREOF; THENCE NORTH ALONG THE BAST LINB OF SAID LOT 4.8 FEET; THENCE SOUTHWESTERLY TO A POINT ON THB SOUTH LINB OF SAID LOT 29.59 FEET WEST OF THE SOUTHEAST CORNER THEREOF; THKNCB EAST TO THE POINT OF BEGINNING) ALL IN BLOCK 2 IN ARMOUR'S SUBDIVISION IN THB SOUTHEAST CORNER OF THE WEST l/2 OF THB NORTHWEST 1/4 OP SECTION 8, TOWNSHIP 39 NORTH, RANGE 14 EAST OP THE THIRD PRINCIPAL MERIDIAN,  IN COOK COUNTY, ILLINOIS
 
ALSO   LOTS 1 TO 6 INCLUSIVE IN BLOCK 3 IN ARMOUR'S SUBDIVISION IN THE SOUTHEAST CORNER OF THE WEST 1/2 OP THB NORTHWBST l/4 OF SBCTION 8,  TOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN,  IN COOK COUNTY, ILLINOIS. ALSO
ALL THAT PART OF VACATED NORTH BISHOP STREET LYING WBST OP AND ADJOINING THE
 
 
WBST LINB OF LOTS 15,  18, 19, 22, 23 AND 26 IN BLOCK 2 LYING BAST OF AND ADJOINING THB EAST LINE OF LOTS 1 TO «, BOTH INCLUSIVE IN BLOCK 3 AND LYING SOUTH OF AND ADJOINING THB SOUTH LINB OF THB NORTH 20.0 FBBT OF BAID LOT 15 IN BLOCK 2 PRODUCED WEST 60.0 FEET; ALSO
ALL THAT PART OF VACATED NORTH AND SOUTH 10.0 FOOT ALLEY LYING WEST OP AND ADJOINING THE WEST LINE OP LOTS 16 AND 17, 20, 21, 24 AND 25 LYING EAST OF AND ADJOINING THE EAST LINB OF LOTS 15, 18, 19, 22, 23 AND 26 LYING SOUTH OF AND ADJOINING THB SOUTH LINE OF THB NORTH 20.0 FEET OP SAID LOT 16 PRODUCED WEST 10.0 FBBT, IN BLOCK 2 (EXCEPT THAT PART OP THB BAST 1/2 OP SAID VACATED NORTH AND SOUTH 10.0 FOOT ALLEY LYING SOUTH OP THB SOUTH LINB OP THB NORTH 5.0 FBBT OF SAID LOT 35 PRODUCED WEST TO ITS INTERSECTION WITH CENTER LINE OP BAID VACATED 10.0 FOOT ALLEY) AND EXCEPT THAT PART OP THB W