OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
June 25,2014
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request of the Commissioner of Fleet and Facility Management, I transmit herewith ordinances authorizing the execution of lease agreements.
Your favorable consideration of these ordinances will be appreciated.
Mayor
Very truly yours,
ORDINANCE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1: On behalf of the City of Chicago as landlord, the Commissioner of the Department of Fleet and Facility Management is authorized to execute a lease with NeighborSpace, as tenant, governing NeighborSpace's use of City-owned property located at 2902-54 West Lawrence Avenue; such lease to be approved by the Commissioner of the Department of Planning and Development and approved as to form and legality by the Corporation Counsel in substantially the following form:
LEASE
THIS LEASE is made and entered into this day of , 2014 by and
between, the CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of government (hereinafter referred to as "Landlord" or "City"), and NEIGHBORSPACE, an Illinois not-for-profit corporation (hereinafter referred to as "Tenant"). Landlord and Tenant are sometimes jointly referred to as the "Parties."
RECITALS
WHEREAS, Landlord is the owner of the real property more commonly known as 2902-54 West Lawrence Avenue, Chicago, Cook County, Illinois; and
WHEREAS, the property located at 2902-54 West Lawrence Avenue has no present municipal use; and
WHEREAS, Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from Landlord approximately 71,800 square feet of vacant land located at 2902-54 West Lawrence Avenue as depicted on Exhibit A attached hereto to be used as a community garden; and
NOW THEREFORE, in consideration of the covenants, terms and conditions set forth herein, the Parties hereto agree and covenant as follows:
SECTION 1. GRANT
Landlord hereby leases to Tenant, and Tenant leases from Landlord, the following described premises situated in the City of Chicago, County of Cook, State of Illinois, to wit:
Approximately 71,800 square feet of vacant land located at 2902-54 West Lawrence Avenue, Chicago, Illinois (PINs 13-12-316-010, -011, -013, -014, -015, -025, and -033 - the "Premises").
SECTION 2. TERM
The term of this Lease (the "Term") shall begin on the date of execution (the "Commencement Date") and shall end on December 31, 2019, unless sooner terminated as set forth herein.
SECTION 3. RENT, TAXES, AND UTILITIES
3.1 Rent. Tenant shall pay rent for the Premises in the amount of:
One Dollar ($1.00) for the entire Term the receipt and sufficiency of said sum being herewith acknowledged by both Parlies.
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- Utilities. If applicable, Tenant shall pay when due all charges for gas, electricity, water, sewer, light, heat, telephone, other communication, and any other utilities and charges that may be assessed on the Premises during, or as a result of, Tenant's occupancy of the Premises. Tenant acknowledges that Landlord shall not provide or pay for any utilities supplied to the Premises for Tenant's use.
- Taxes. Tenant acknowledges that Premises are exempt from leasehold, real estate, and other property taxes. Tenant shall pay when due any leasehold, real estate, and other property taxes assessed or levied on the subject Premises where attributable to Tenant's use of the Premises. Tenant shall pay such amounts and Tenant shall provide Landlord with proof of such payment within ten (10) days of such payment. Tenant further acknowledges that real estate taxes are one (1) year in arrears in Cook County and that as a result Tenant shall be responsible for satisfaction of leasehold, real estate, and other property taxes assessed or levied on the subject Premises on account of Tenant's use for at least one year after Tenant vacates the Premises. Tenant's failure to pay any such taxes shall constitute a default under this Lease. Notwithstanding the foregoing, nothing herein shall preclude Tenant from contesting any charge or tax levied against the subject Premises. The failure of Tenant to pay such taxes during the pendency of the contest shall not constitute a default under this Lease. Tenant's tax responsibilities under this section shall survive the expiration, cancellation, or termination of this Lease.'
- Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any amounts due hereunder shall be deemed to be other than on account of the amount due, and no endorsement of statement or any check or any letter accompanying any check or payment of rent shall be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice as to Landlord's right to recover the balance of such installment or payment or to pursue any other remedies available to Landlord.
SECTION 4. CONDITION AND ENJOYMENT OF PREMISES, ALTERATIONS AND ADDITIONS, USE, STANDARDS
- Covenant of Quiet Enjoyment. Landlord covenants and agrees that Tenant, upon paying the rent and upon observing and keeping the covenants, agreements and conditions of this Lease on its part to be kept, observed, and performed, shall lawfully enjoy the Premises (subject to the provisions of this Lease) during the Term without hindrance or molestation by Landlord.
- Tenant's Duty to Maintain Premises and Right of Access. Tenant shall, at Tenant's expense, keep the Premises in a condition of good repair and order, and in compliance with all applicable provisions of the Municipal Code of Chicago, including but not limited to those provisions in Title 13 ("Building and Construction"), and Title 17 ("Landscape Ordinance"). Landlord shall have the right of access to the Premises for the purpose of inspecting and making repairs to the Premises, provided that except in the case of emergencies, Landlord shall first give notice to Tenant of its desire to enter the Premises and will schedule its entry so as to minimize any interference with Tenant's use ofthe Premises.
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- Use of the Premises. Tenant shall not use the Premises in a manner that would violate any law. Tenant further covenants not to do or suffer any waste or damage, to comply in all respects with the laws, ordinances, orders, rules, regulations, and requirements of all federal, state, and municipal governmental departments which may be applicable to the Premises or to the use or manner of use of the Premises. Any activities on the Premises must be limited for use as community garden and related functions. In addition, Tenant may also use the Premises as space for community events related to Tenant's use of the Premises as community garden and related functions (collectively the "Use"). Tenant may also host periodic outreach and other harvest celebration events on the Premises provided Tenant secures any necessary permits prior to such events. Tenant shall not be permitted to charge any fee for such access. The promotion and operation of a community garden does not include direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office. Tenant shall not use said Premises for political or religious activities. Tenant agrees that in utilizing said Premises that it shall not discriminate against any member ofthe public because of race, creed, religion, color, sexual orientation, immigration status, age, or national origin.
4.4 Gardening Standards. Gardening Standards. Tenant shall comply, and require others to comply, with the following gardening standards:
- Pesticides and herbicides are prohibited. Tenant may not grow plants with long tap roots, which may compromise the geotextile fabric laid below all growing areas. Tenant shall not grow any illicit narcotic plants and fungi (e.g., cannabis, poppies, "magic mushrooms," coca bush, peyote, etc.).
- All plants shall be grown in raised garden beds on the Premises.
c) Tenant, at its sole cost and expense, shall install 12 inches of wood chips or soil
over all garden areas within the site for environmental best practices. The Tenant shall construct
and maintain the raised garden beds containing a minimum of 8 inches of clean top soil, compost
or other growing medium, and shall connect the raised beds with footpaths constructed of
woodchips. Any growing medium that Tenant imports is subject to the testing and approval
requirements set forth in subsection (d) below.
d) Tenant may not bring any soil, compost or other growing or fill material onto the
Premises without prior written approval ofthe Department of Planning and Development. Such
materia] must meet TACO Tier 1 remediation objectives for residential and construction worker
exposure routes as set forth in 35 IAC Part 742. Tenant shall test such material at a rate of 1
sample per 500 cubic yards for the Target Compound List (TCL) in 35 IAC Part 740, or in
accordance with an alternative testing protocol acceptable to the Department of Planning and
Development in its sole discretion. In addition to the TACO Tier 1 remedial objectives, compost
material must meet the performance standards and testing requirements for general use compost
in 35 IAC Part 830. Tenant shall promptly submit all test results to the Department of Planning
and Development for review and approval.
f) Tenant shall dispose of weeds and plant materials in designated compost areas. If Tenant composts more than 25 cubic yards at any one time, Tenant must first obtain all required
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permits. Tenant may only compost vegetable matter grown on the Premises and may not use such compost material on other property.
- Tenant may not plant, cut down, damage or remove any trees, bushes, shrubs or other landscaping from the Premises without the Department of Planning and Development's prior written approval.
- No on-site parking or motorized vehicles shall be allowed on the Premises except when Tenant is making temporary deliveries or pickups of material from and into the Premises.
i) Tenant shall maintain all fuel-powered equipment used on the Premises in good
condition and repair, with no leaks. If fuel-powered equipment malfunctions and/or is no longer
operable, Tenant shall repair such equipment within 30 days or remove it from the Premises. If
Tenant performs equipment repairs or fueling on the Premises, Tenant shall implement proper
petroleum spill prevention and control measures and best management practices, including,
without limitation, providing secondary containment for any fuel storage or during fuel transfer,
conducting fuel transfer and equipment repairs on a paved surface, and storing and maintaining
spill response materials on the Premises.
4.5 Alterations and Additions. Tenant may install non-permanent signage, gates, fencing, benches, and other equipment related to the Use. Tenant may not make any permanent alterations, additions, and improvements to the Premises without the prior written approval ofthe Commissioner of the Department of Planning and Development. Landlord shall not unreasonably withhold, condition, or delay such consent. Notwithstanding the foregoing, Tenant may build hoop houses over the raised garden beds, and install a freezeless hydrant.
SECTION 5. ASSIGNMENT, SUBLEASE, AND LIENS
- Assignment and Sublease. Tenant shall not assign this Lease in whole or in part, or sublet the Premises or any part thereof without the prior written consent ofthe Commissioner ofthe Department of Planning and Development.
- Tenant's Covenant against Encumbering Title. Tenant shall not do any act which shall in any way encumber the fee simple estate of Landlord in the Premises, nor shall the interest or estate of Landlord in the Premises be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by Tenant. Any claim to, or lien upon, the Premises arising from any act or omission of Tenant shall accrue only against the leasehold estate of Tenant and shall be subject to and subordinate to the paramount title and rights of Landlord in and to the Premises.
- Tenant's Covenant against Liens. Tenant shall not permit the Premises to become subject to any mechanic's, laborer's, or materialmen's liens on account of labor or material furnished to Tenant or claimed to have been furnished to Tenant. In case of any such lien attaching, Tenant shall immediately pay and remove such lien or furnish security or indemnify Landlord in a manner satisfactory to Landlord in its sole discretion to protect Landlord against any defense or expense arising from such lien. Except during any period in which Tenant
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appeals any judgment or obtains a rehearing of any such lien, or in the event judgment is stayed, Tenant shall immediately pay any judgment rendered against Tenant, with all proper costs and charges, and shall have the lien released and any judgment satisfied. If Tenant fails to pay and remove any lien or contest such lien in accordance herewith, Landlord, at its election, may pay and satisfy same, and all sums so paid by Landlord shall become immediately due and payable by Tenant, with interest from the date of payment at the rate set at 12% per annum provided that such rate shall not be deemed usurious by any Federal, State, or Local law.
SECTION 6. INSURANCE AND INDEMNIFICATION
- Insurance. Tenant shall procure and maintain at all times, at Tenant's own expense, during the Term of this Lease, the insurance coverages and requirements specified below, where applicable, insuring all operations related to the Lease.
The kinds and amounts of insurance required are as follows:
- Workers Compensation and Employers Liability Insurance. Workers Compensation and Employers Liability Insurance, in accordance with the laws of the State of Illinois, or any other applicable jurisdiction, covering all Tenant's employees and Employer's Liability coverage with limits of not less than $100,000 each accident or illness.
- Commercial Liability Insurance. (Primary and Umbrella). Commercial Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence, for bodily injury, personal injury, and property damage liability. Coverage extensions shall include the following: All premises and operations, products/completed operations, defense, separation of insureds, and contractual liability (with no limitation endorsement). The City of Chicago, its employees, elected officials, agents, and representatives are to be named as additional insureds on a primary, non-contributory basis for any liability arising directly or indirectly from the Lease.
- Automobile Liability Insurance. (Primary and Umbrella). When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, Tenant shall provide Comprehensive Automobile Liability Insurance with limits of not less than $1.000,000 per occurrence, for bodily injury and property damage.
Tenant shall be responsible for all loss or damage to personal property (including but not limited to materials, equipment, tools and supplies), owned or rented, by Tenant.
- Other Terms of Insurance. Tenant will furnish to the City of Chicago, Department of Fleet and Facility Management, Office of Real Estate Management, 30 North LaSalle Street, Room 300, Chicago, Illinois 60602, and the Department of Planning and Development, 121 North LaSalle Street, Room 1000, Chicago, Illinois 60602 original Certificates of Insurance evidencing the required coverage to be in force on the date of this Lease, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the Term of this Lease. Tenant shall submit evidence on insurance prior to Lease award. The receipt of any certificates does not constitute agreement by Landlord that the insurance requirements in the Lease have been fully met or that the
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insurance policies indicated on the certificate are in compliance with all Lease requirements. The failure of Landlord to obtain certificates or other insurance evidence from Tenant shall not be deemed to be a waiver by Landlord. Tenant shall advise all insurers of the Lease provisions regarding insurance. Non-conforming insurance shall not relieve Tenant of its obligation to provide Insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Lease, and Landlord retains the right to terminate the Lease until proper evidence of insurance is provided.
The insurance shall provide for thirty (30) days prior written notice to be given to Landlord in the event coverage is substantially changed, canceled, or non-renewed.
Any and all deductibles or self-insured retentions on referenced insurance coverages shall be borne by Tenant.
Tenant agrees that insurers shall waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents or representatives.
Tenant expressly understands and agrees that any coverages and limits furnished by Tenant shall in no way limit Tenant's liabilities and responsibilities specified within the Lease documents or by law.
Tenant expressly understands and agrees that any insurance or self-insurance programs maintained by the City of Chicago shall apply in excess of and not contribute with insurance provided by Tenant under the lease.
The required insurance shall not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity therein given as a matter of law.
The City of Chicago, Department of Finance, Office of Risk Management, maintains the right to reasonably modify, delete, alter or change these requirements. Landlord shall provide Tenant with thirty (30) days' prior written notice of such modification, deletion, alteration, or change of these requirements.
- Additional Insured. Tenant shall name Landlord as an additional insured. Said coverage shall be evidenced on the Certificate of Insurance covering the Premises.
- Tenant's Indemnification. Tenant shall indemnify, defend, and hold Landlord harmless against all liabilities, judgments, amounts paid in settlement, arbitration or mediation awards, costs, damages, and expenses (including reasonable attorney's fees, expenses, and court costs (collectively the "Claims"), whether such Claims are related to or arise from personal injury or property damage which may be expended by or accrue against, be charged to, or be recovered from Landlord or Tenant by reason of Tenant's performance of or failure to perform any of Tenant's obligations under this Lease or Tenant's negligent acts or failure to act, or resulting from the acts or failure to act of Tenant's contractors, officers, directors, agents, employees or invitees.
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SECTION 7. CONFLICT OF INTEREST AND GOVERNMENTAL ETHICS
- Conflict of Interest. No official or employee of the City of Chicago, nor any member of any board, commission or agency of the City of Chicago shall have any financial interest (as defined in Chapter 2-156 of the Municipal Code), either direct or indirect, in the Premises. Nor shall any such official, employee, or member participate in making or in any way attempt to use his/her position to influence any governmental decision or action with respect to this Lease.
- Duty to Comply with Governmental Ethics Ordinance. Landlord and Tenant shall comply with Chapter 2-156 of the Municipal Code of Chicago, "Governmental Ethics," including but not limited to section 2-156-120, which states that no payment, gratuity, or offer of employment shall be made in connection with any City of Chicago contract, as an inducement for the award of that contract or order. Any contract or lease negotiated, entered into, or performed in violation of any of the provisions of Chapter 2-156 shall be voidable as to the City.
SECTION 8. HOLDING OVER
8.1 Holding Over. Any holding over by Tenant shall be construed to be a tenancy from month to month only beginning on January 1, 2020 (the "Holding Over") and the rent shall be the same as listed in Section 3.1 of this Lease. During such Holding Over all other provisions of this Lease shall remain in full force and effect.
SECTION 9. MISCELLANEOUS
9.1 Notice. All notices, demands and requests which may be or are required to be given, demanded or requested by either party to the other shall be in writing. All notices, demands and requests by Tenant to Landlord shall be delivered by national overnight courier or shall be sent by United States registered or certified mail, return receipt requested, postage prepaid addressed to Landlord as follows:
City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602
With a courtesy copy to:
City of Chicago
Department of Fleet and Facility Management Office of Real Estate Management 30 North LaSalle Street, Room 300 Chicago, Illinois 60602
or at such other place as Landlord may from time to time designate by written notice to Tenant. All notices, demands, and requests by Landlord to Tenant shall be delivered by a national
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overnight courier or shall be sent by United States registered or certified mail, return receipt requested, postage prepaid, addressed to Tenant as follows:
Executive Director NeighborSpace
445 North Sacramento Boulevard Chicago, Illinois 60612
or at such other place as Tenant may from time to time designate by written notice to Landlord. Any notice, demand or request which shall be served upon Tenant by Landlord, or upon Landlord by Tenant, in the manner aforesaid, shall be deemed to be sufficiently served or given for all purposes hereunder at the time such notice, demand or request shall be mailed.
- Partial Invalidity. If any covenant, condition, provision, term or agreement of this Lease shall, to any extent, be held invalid or unenforceable, the remaining covenants, conditions, provisions, terms and agreements of this Lease shall not be affected thereby, but each covenant, condition, provision, term or agreement of this Lease shall be valid and in force to the fullest extent permitted by law.
- Governing Law. This Lease shall be construed and be enforceable in accordance with the laws of the State of Illinois.
- Entire Agreement. All preliminary and contemporaneous negotiations are merged into and incorporated in this Lease. This Lease contains the entire agreement between the Parties and shall not be modified or amended in any manner except by an instrument in writing executed by the Parties hereto.
- Captions and Section Numbers. The captions and section numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Lease nor in any way affect this Lease.
- Binding Effect of Lease. The covenants, agreements, and obligations contained in this Lease shall extend to, bind, and inure to the benefit of the Parties hereto and their legal representatives, heirs, successors, and assigns.
- Time is of the Essence. Time is of the essence of this Lease and of each and every provision hereof.
- No Principal/Agent or Partnership Relationship. Nothing contained in this Lease shall be deemed or construed by the Parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of joint venture between the Parties hereto.
- Authorization to Execute Lease. The Parties executing this Lease hereby represent and warrant that they are duly authorized and acting representatives of Landlord and Tenant respectively and that by their execution of this Lease, it became the binding obligation of
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Landlord and Tenant respectively, subject to no contingencies or conditions except as specifically provided herein.
- Termination of Lease. Landlord and Tenant shall have the right to terminate this Lease without penalty and for any, or no, reason by providing each other with sixty (60) days prior written notice at any time after the Commencement Date.
- Force Majeure. When a period of time is provided in this Lease for either party to do or perform any act or thing, the party shall not be liable or responsible for any delays due to strikes, lockouts, casualties, acts of God, wars, acts of terrorism, governmental regulation or control, and other causes beyond the reasonable control of the party, and in any such event the time period shall be extended for the amount of time the party is so delayed.
- Tenant Default. Tenant must adhere to all provisions of this Lease. Failure of Tenant to adhere to all provisions of this Lease will result in default. In the event of such default, Landlord will notify Tenant in writing as to the circumstances giving rise to such default. Upon written receipt of such notice, Tenant must cure such default within thirty (30) days. If Tenant does not cure such default within thirty (30) days, Landlord may cancel this Lease with thirty (30) days written notice.
- Amendments. From time to time, the Parties hereto may administratively amend this Lease with respect to any provisions reasonably related to Tenant's use of the Premises and/or Landlord's administration of said Lease including leasehold revisions. Provided, however, that such Amendment(s) shall not serve to extend the Term hereof nor serve to otherwise materially alter the essential provisions contained herein. Such Amendment(s) shall be in writing, shall establish the factual background necessitating such alteration, shall set forth the terms and conditions of such modification, and shall be duly executed by both Landlord and Tenant. Such Amendment(s) shall only take effect upon execution by both Parties. Upon execution, such Amendment(s) shall become a part of this Lease and all other provisions of this Lease shall otherwise remain in full force and effect.
- No Construction against Preparer. This Lease shall not be interpreted in favor of either Landlord or Tenant. Landlord and Tenant acknowledge that both parties participated fully in the mutual drafting of this Lease.
SECTION 10. ADDITIONAL RESPONSIBILITIES OF TENANT
10.1 Satisfaction with Condition. Tenant agrees that Tenant has inspected the Premises and all related areas and grounds and that Tenant is satisfied with the physical condition thereof. Tenant accepts the risk that any inspection may not disclose all material matters affecting the Premises. Tenant agrees to accept the Premises in its "as is," "where is" and "with all faults" condition on the Commencement Date without any covenant, representation or warranty, express or implied, of any kind, as to any matters concerning the Premises, including, without limitation: (a) the structural, physical or environmental condition of the Premises; (b) the suitability of the Premises for any purpose whatsoever; (c) the state of repair of the Premises or the condition of soil, geology, groundwater, or any other physical characteristic
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of the Premises; (d) compliance of the Premises with any applicable laws, including, without limitation, Environmental Laws (as defined hereunder); or (e) the presence or removal of Hazardous Substances (as defined hereunder) or environmental conditions in, on, under or about the Premises.
- Maintenance. Tenant shall provide at Tenant's expense, any and all service for maintenance of the Premises during Tenant's occupancy. Tenant acknowledges that Landlord will not have any maintenance obligations with respect to the Premises.
- Custodial Service. Tenant shall provide and pay for custodial services which shall be construed as keeping the Premises clean and free of debris. Tenant shall keep the Premises clean, presentable, free of litter and in good repair. Tenant acknowledges that Landlord will not have any custodial responsibilities.
- Snow Removal. Tenant shall provide and pay for prompt removal of snow and ice from sidewalks which immediately abut the Premises and shall assume responsibility for failure to do so. Tenant acknowledges that Landlord will not have any snow or ice removal responsibilities.
- Repairs for Tenant Negligence. Vandalism, or Misuse. Tenant shall assume all responsibility for any repairs to the Premises necessitated by the negligence, vandalism, misuse, or other acts on any portion of the Premises by Tenant's employees, clients, invitees, agents, or contractors.
- Security. Tenant acknowledges that Landlord will not have any security obligations relative to Tenant's use of the Premises. Tenant shall properly secure the Premises. Tenant's security obligations do not cease until this Lease is terminated, Tenant completely vacates the Premises, and Tenant receives written notification from Landlord that Landlord has assumed security responsibilities.
- Scavenger Service. Tenant shall provide and pay for its own scavenger service if necessary.
- No Alcoholic Beverages or Drugs. Tenant agrees that no alcoholic beverages or illegal drugs of any kind or nature shall be sold, given away, or consumed on the Premises.
- Illegal Activity. Tenant, or any of its agents or employees, shall not perform or permit any practice that is injurious to the Premises, is illegal, or increases the rate of insurance on the Premises.
- Permits. For any activity which Tenant desires to conduct on the Premises in which a license or permit is required, said license or permit must be obtained by Tenant prior to using the Premises for such activity. The City of Chicago, Department of Planning and Development and the Department of Fleet and Facility Management, must be notified of any such license or permit. Failure to obtain a required license or permit shall constitute a material breach of the terms of this Lease.
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- Full Liability. Tenant assumes mil legal and financial responsibility and liability for any and all use of the Premises by Tenant, Tenant's staff, Tenant's agents, Tenant's invitees, and any other person, persons, or entities entering the Premises.
- Condition at Termination. Upon the termination of this Lease, Tenant shall surrender the Premises to the Landlord in the same or better condition to the condition of the Premises at the Commencement Date. At Landlord's option, Tenant shall remove all equipment and/or materials placed on the Premises by Tenant or anyone acting by or under Tenant. Said removal shall be without cost to Landlord. Provided, however, that at Lease termination Landlord may declare that any fencing which Tenant may have installed shall become the property of Landlord without further credit, payment, or reimbursement by Landlord to Tenant.
- Pest Control. Tenant shall provide and pay for pest control services whenever necessary.
- No Fee. Tenant shall not charge a fee to anyone for use ofthe Premises.
- No Other Rights. This Lease does not give Tenant any other right with respect to the Premises. Any rights not specifically granted to Tenant by and through this document are reserved exclusively to Landlord. Execution of this Lease does not obligate Landlord in any manner and Landlord shall not undertake any additional duties or services.
- Future Site Development. Tenant understands that Landlord may actively market the Premises to other parties. Landlord is under no obligation to market the site to Tenant. In the event that the Premises, or any parts thereof, are sold or otherwise conveyed or leased by Landlord, this Lease shall terminate with appropriate notice pursuant to Section 9.10. In such event, Tenant's sole remedy is to vacate the Premises. Landlord is under no obligation to provide Tenant with alternative locations.
- Economic Disclosure Statement Affidavit Updates. Throughout the Term, Tenant shall provide Landlord with any material updates to the information previously submitted in Tenant's Economic Disclosure Statement and Affidavit. Landlord may also request such updates from time to time. Failure to provide such information on a timely basis shall constitute a default under this Lease.
SECTION 11. ENVIRONMENTAL MATTERS
11.1 General Terms.
a) As used in this Lease, the term "Hazardous Substances" shall mean any toxic substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes ot) any Environmental Laws (as defined hereunder), or any pollutant, toxic vapor, or contaminant, and shall include, but not be limited to, polychlorinated biphenyls (PCBs), crude oil, any fraction thereof, or refined petroleum products such as oil, gasoline, or other petroleum-based fuels, lead paint, asbestos or asbestos-containing
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materials, urea formaldehyde, any radioactive material or by-product material, radon and mold. "Environmental Laws" shall mean any and all Laws, permits and other requirements or guidelines of governmental authorities applicable to the Property and relating to the regulation and protection of human health, safety, the environment, natural resources or to any Hazardous Substances, including without limitation, any Laws requiring the filing of reports and notices relating to Hazardous Substances.
- Tenant shall, at its sole expense, comply with all Environmental Laws that are or may become applicable to Tenant's activities on the Premises or Tenant's Use.
- Tenant shall not handle, use, generate, treat, store or dispose of any Hazardous Substances in, on, under or about the Premises.
- If there is a release or threatened release of any Hazardous Substances attributable to the operations or activities of Tenant, Tenant shall notify the Landlord as soon as practicable, but in no event more than three (3) days following the date Tenant becomes aware of such release or threatened release, and, if required by any applicable Laws, Tenant shall investigate and remediate the condition in accordance with TACO Tier 1 remediation objectives for residential properties. Landlord shall have the right to review and approve all correspondence, work plans, reports and other documents to be submitted to the Illinois Environmental Protection Agency or other regulatory agencies in connection with the Premises.
- Upon request, Tenant shall make the results of all sampling, including raw data generated by Tenant or on Tenant's behalf, available to Landlord. Tenant shall promptly transmit to Landlord copies of all correspondence, work plans, reports and other documents relating to the environmental condition of the Premises, including, without limitation, documents submitted to or received from the IEPA or other regulatory agencies.
11.2 Release and Indemnification. Tenant, on behalf of itself and the other Tenant parties, or anyone claiming by, through, or under the Tenant, hereby releases, relinquishes and forever discharges Landlord from and against any and all losses which the Tenant may have, whether grounded in tort or contract or otherwise arising out of or in any way connected with, directly or indirectly, all of the following, to the extent the same did not arise out of Landlord's negligent acts or willful misconduct following the Commencement Date: (a) any environmental contamination, pollution or hazards associated with the Premises or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substances, or threatened release, emission or discharge of Hazardous Substances; (b) the structural, physical or environmental condition of the Premises, including, without limitation, the presence or suspected presence of Hazardous Substances in, on, under or about the Premises or the migration of Hazardous Substances from or to other property; and (c) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any losses arising under CERCLA (collectively, "Released Claims"). Furthermore, Tenant shall defend, indemnify, and hold the City parties harmless from and against any and all losses which may be made or asserted by any third parties arising out of or in any way connected with, directly or indirectly, any violation of Environmental Laws arising out of the use of the
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Premises by Tenant. In no event shall Tenant be liable for the presence of hazardous substances or violations of Environmental Laws that existed prior to the Commencement Date ("Pre-Existing Environmental Conditions"), except to the extent any losses associated with such Pre-Existing Environmental Conditions are caused by Landlord's negligent acts or intentional misconduct.
11.3 Survival. The provisions of this Section 11 shall survive the expiration or termination of this Lease for a period of seven (7) years.
SECTION 12. TENANT DISCLOSURES AND REPRESENTATIONS
- Business Relationships. Tenant acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (C) notwithstanding anything to the contrary contained in this Lease, 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 Lease shall be grounds for termination of this Lease and the transactions contemplated hereby. Tenant hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Lease or the transactions contemplated hereby.
- Patriot Act Certification. Tenant represents and warrants that neither Tenant nor any Affiliate thereof (as defined in the next paragraph) is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe 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.
As used in the above paragraph, an "Affiliate" shall be deemed to be a person or entity related to Tenant that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Tenant, 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.
- Prohibition on Certain Contributions-Mayoral Executive Order No. 2011-4. Tenant agrees that Tenant, any person or entity who directly or indirectly has an ownership or beneficial interest in Tenant of more than 7.5 percent ("Owners"), spouses and domestic partners
13
of such Owners, Tenant's contractors (i.e., any person or entity in direct contractual privity with Tenant regarding the subject matter of this Lease) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Tenant and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (i) after execution of this Lease by Tenant, (ii) while this Lease or any Other Contract is executory, (iii) during the term of this Lease or any Other Contract between Tenant and the City, or (iv) during any period while an extension of this Lease or any Other Contract is being sought or negotiated. This provision shall not apply to contributions made prior to May 16, 2011, the effective date of Executive Order 2011-4.
Tenant represents and warrants that from the date the City approached the Tenant or the date Tenant approached the City, as applicable, regarding the formulation of this Lease, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Tenant 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.
Tenant agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4_or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Notwithstanding anything to the contrary contained herein, Tenant 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 Lease, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including, without limitation, termination for default) under this Lease, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Tenant intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the closing of this Lease, the City may elect to decline to close the transaction contemplated by this Lease.
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.
14
"Other Contract" means any other agreement with the City of Chicago to which Tenant is a party that is (i) formed under the authority of chapter 2-92 ofthe Municipal Code of Chicago; (ii) entered into for the purchase or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved or authorized by the City Council of the City of Chicago.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
- they are each other's sole domestic partner, responsible for each other's common welfare; and
- neither party is married; and
- the partners are not related by blood closer than would bar marriage in the State of Illinois; and
- each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
- two of the following four conditions exist for the partners:
- The partners have been residing together for at least 12 months.
- The partners have common or joint ownership of a residence.
- The partners have at least two of the following arrangements:
-
- joint ownership of a motor vehicle;
- a joint credit account;
- a joint checking account;
- a lease for a residence identifying both domestic partners as tenants.
- Each partner identifies the other partner as a primary beneficiary in a will.
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 ofthe Municipal Code of Chicago, as amended.
12.4 Waste Ordinance Provisions. In accordance with Section 11-4-1600(e) ofthe Municipal Code of Chicago, Tenant warrants and represents that it, and to the best of its knowledge, its contractors and subcontractors, have not violated and are not in violation of any provisions of Section 7-28 or Section 11-4 of the Municipal Code (the "Waste Sections"). During the period while this Lease is executory, Tenant's, any general contractor's or any subcontractor's violation ofthe Waste Sections, whether or not relating to the performance of this Lease, constitutes a breach of and an event of default under this Lease, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Chief Procurement Officer. Such breach and default entitles the City to all remedies under the Lease, at
15
law or in equity. This section does not limit Tenant's, general contractor's and its subcontractors' duty to comply with all applicable federal, state, county and municipal laws, statutes, ordinances and executive orders, in effect now or later, and whether or not they appear in this Lease. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Lease, and may further affect the Tenant's eligibility for future contract awards.
- Failure to Maintain Eligibility to do Business with City. Failure by Tenant or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of this Lease and the transactions contemplated thereby. Tenant shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.
- Cooperation with Inspector General and Legislative Inspector General. It is the duty of every officer, employee, department, agency, contractor, subcontractor, user of real property and Tenant of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Foundation understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.
- 2011 City Hiring Plan Prohibitions.
(i) The City is subject to the June 24, 2011 "City of Chicago Hiring Plan" (the "2011
City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69
C 2145 (United States District Court for the Northern District of Illinois). Among other things,
the 2011 City Hiring Plan prohibits the City from hiring persons as governmental employees in
non-exempt positions on the basis of political reasons or factors.
- Tenant is aware that City policy prohibits City employees from directing any individual to apply for a position with Tenant, either as an employee or as a subcontractor, and from directing Tenant to hire an individual as an employee or as a subcontractor. Accordingly, Tenant must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Tenant under this Lease are employees or subcontractors of Tenant, not employees of the City of Chicago. This Lease is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Tenant.
- Tenant will not condition, base, or knowingly prejudice or affect any term or term or aspect to the employment of any personnel provided under this Lease, or offer employment to any individual to provide services under this Lease, 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 Lease, a political organization or
16
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.
(iv) In the event of any communication to Tenant by a City employee or City official in violation of Section 12.7(H) above, or advocating a violation of Section 12.7(iii) above, Tenant will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the relevant City Department utilizing services provided under this Lease. Tenant will also cooperate with any inquiries by IGO Hiring Oversight related to the contract.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
17
IN WITNESS WHEREOF, the Parties have executed this Lease as of Commencement Date.
LANDLORD:
CITY OF CHICAGO,
an Illinois Municipal Corporation and Home Rule Unit of Government
DEPARTMENT OF PLANNING AND DEVELOPMENT
By:
Commissioner
DEPARTMENT OF FLEET AND FACILITY MANAGEMENT
By:_
Commissioner
APPROVED AS TO FORM AND LEGALITY: BY: THE DEPARTMENT OF LAW
By:
Deputy Corporation Counsel Real Estate Division
TENANT:
NEIGHBORSPACE,
an Illinois Not-for-Profit Corporation
By:
Name:
Its:
18
EXHIBIT A DEPICTION OF PROPERTY
(Subject to further revisions)
2902-54 West Lawrence Avenue NeighborSpace
SECTION 2. This Ordinance shall be effective from and after the date of its passage and approval.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFD3AVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ ifapplicable:
«ce-
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
- M the Applicant
OR
- [ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [J a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party:
- Telephone: ??}>'8%G> Fax: ??? W Q%^<\ Emaihfeli^Uw^/iei^Ugr.-$>f>«cc.
- Name of contact person: ^x£/7 ffclplxtincl.
- Federal Employer Identification No. (if you have one): J \
- Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
- Which City agency or department is requesting this EDS? '_
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract # ;
Ver. 01-01-12
Page I of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A, NATURE OF THE DISCLOSING PARTY
1, Indicate the nature of ttic Disclosing Parly:
1 Person [ ] Limited liability company
] Publicly registered business corporation [] Limited liability partnership
1 Privately held business corporation [] Joint venture
] Sole proprietorship "^^Not-for-profit corporation
] General partnership (Is Ihe not-for-profit corporation also a 501(c)(3))?
] Limited partnership ^fc^Ycs [ ] No
1 Trust [] Other (please specify)
- For legal entities, the stato (or foreign country) of incorporation or organization, ifapplicable:
- X tUtN-ftiS
3. For legal entities not organized in the State of Illinois: Has ihe organization registered to do business in the State of Illinois as a foreign eu(i(y?
[ 1 Ves [ ] No y%f(lA
B. TF THE DISCLOSING PARTY IS A LEGAL ENTITY:
I. List below the full names and titles of all executive officers and all directors of the entity, NOTE! For not-for-profit corporations, also list bolow all members, if any, which are legal entities. If there arc no such members, write "no members." For trusts, estates or other similar entities, list bclcw the legal titlcholdcr(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below tho name nnd title of each general partner, managing member, manager or any other porson or entity that controls tho day-to-day management of tho Disclosing Party. NOTE; Each legal entity listed below n\U9t submit an EDS on its own behalf.
Name , Title
St^O^k^lijsjL- ,
i_Wi),fY^J_2i2$ ._
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (Including ownership) in excess of 7.5% ofthe Disclosing Party, Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest ol'a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. It'none, stale "None." NOTE: Pursuant to Section 2-154-030 of lh<; Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure,
Name Business Address Percentage Interest in tho
Disclosing Party
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes p(No
If yes, pleuse identify below the name(s) of such City elected official(s) and describe such rclationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, ns well as the nature of ihe relationship, nnd the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity wbo undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (I) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure Is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is not an acceptable response.
(Add sheets if nccossary)
here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V CERTIFICATIONS
- COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term,
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[1 Yes {] No fsl4<lo petsou directly or indirectly owns 10% or more of the
' Disclosing Party.
If "Yes," has the person entered into a court-approved agreement Tot payment of all support owed and Is ihe person in compliance with that agreement?
f J Yes [ ] No
- FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(wht'ch the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.,
Page 4 of 13
- The Disclosing Party and, if the Disclosing Parly is a legal entity, all of Ihosc persons or entities identified in Section [I.B.I. of this EDS;
- are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
- have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
- are not presently indicted for, or criminally or civilly charged by, n governmental entity (fedcrul, state or locul) with committing any ofthe offenses set forth in clause 8.2.b. of this Section V;
- have not, within a five-year period preceding tho date of this DDS, had one or more public transactions (federal, slate or local) terminated for cause or default; and
c. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government,
- The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
« any "Contractor" (meaning any contractor of subcontractor used by the Disclosing Parly in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
- any "Affiliated, Entity" (meaning a person or entity that, directly or Indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of uuother person or entity. Indicia of control include, without limitation; interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the Cily, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
- any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, seeing pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
PugeS of 13
Neither the Disclosing Party, nor nny Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the live years before tho date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Cuntructor's or Affiliated Entity's contract or engagement in connection with tho Matter:
-
- bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of tho City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
- agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been, convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
- made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
- violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
- Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
- Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of tho Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, tho Unverified List, the Entity List and the Debarred List.
- The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
- If the Disclosing Party is unable to certify to any of the above statements in this Part D (Further Certifications), the Disclosing Party must explain below:
Piige6of 13
If the Idlers "NA," the word "None." nv no response appcurs on the lines above, it will be conclusively presumed that the Disclosing Party certified lo (he above statements,
8. To the best ofthe Disclosing Party's knowledge, after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
9. To the bes< ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a.
complete list of all gifts that the Disclosing Tarty has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe Cily of Chicago. For purposes of this statement, a "gift" does not include: (I) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "NM" or "none"). As to any gift listed below, please also list the name of the City recipient.
A:OA.S^ _ _ -.
C, CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
- The Disclosing Party certifies that Ihe Disclosing Party (check one) (l's ^<(lsnot
a "finaucial institution" as defined in Section 2-32-455(b) of the Municipal Code.
- If the Disclosing Party IS a financial institution, then Ihe Disclosing Party pledges:
"We are not and will not become a predatory lender as defined In Chapter 2-32 ofthe Municipal Code, Wc further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. Wc understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because It or any of its affiliates (as defined in Section 2-32-45S(b) of the Municipal Code) is a predatory lender within the meaning of Chaptor 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on tho lines above, it will be conclusively presumed that Ihe Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that arc defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
- In accordance with Section 2-156-110 ofthe Municipal Code; Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
( ] Yes ^ No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. Tf you checked "No" lo Item D.l., proceed to Part E.
- Unless sold pursuant to a process of competitive bidding, of otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "Cily Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Docs the Matter involve a City Property Sale7
f ] Yes [ ] No
- [f you checked "Yes" to Item D.l., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be ucquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
PIchsc check either I. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with (bcsc disclosure requirements may make any contract entered into with the City in connection with (he Matter voidable by the City.
/\ I. The Disclosing Party verifies that the Disclosing Party has searched any and all records of (he Disclosing Party and any and all predecessor entities regarding records of tnvoslrttcnts or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of Investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. Tf the Matter Is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City arc not federal funding.
A. CERTIFICATION REGARDING LOBBYINO
I. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on bchulf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if tho letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A. I. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of uny federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
- The Disclosing Putty will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2, above.
- The Disclosing Party certifies that cither: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section. 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
- If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l, through A,4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Parly the Applicant?
( ] Yes [ | No
If "Yes," answer the three questions below.'
- Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
- Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable tiling requirements?
[JYes fjNo
- Have you participated in nny previous contracts or subcontracts subject to the equal opportunity clause?
f ] Yes [ ] No
If you checked "No" to question I. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands thai it must comply with all statutes, ordinances, and regulations on which this EDS is based.
8. The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on hno at www.ciryofchicaeo.orK/Ethics. and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
- If the City determines that any Information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), nt law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Parly to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
- It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS maybe made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have ugainst the City in connection with the public release of information contained in this EDS and also authorizes the City to verify (he accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
I'urty must supplement this EOS up to the time the City takes action ou the Matter. If the Matter is a
contract being handled by the City's Deparlmcnt of Procurement Services, the Disclosing Party must
update this EDS as Ihe contract requires. NOTE: With respect lo Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of (3
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor arc the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.PA. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (ifapplicable) arc true, accurate and complete as ofthe date furnished to the City.
By:
(Print or type name of Disclosing Party)
(Sign here)
(Print or type name of person signing)
(Print or type title of person signing)
Commission expires: / - £-0 V
Page 12 of 13
(DO NOT SUBMIT TIflS PAGE WITH YOUR EDS. The purpose of this page is for you to recertify your EDS prior to submission to City Council or on the date of closing. If unable to recertify truthfully, the Disclosing Tarty must complete a new EDS with correct or corrected information)
RECERTIFICATION
Generally, for use with City Council matters. Not for City procurements unless requested,
This reccrtification is being submitted in connection with
[identify the Matter], Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS reccrtification on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in the Disclosing Party's original EDS are true, accurate and complete as ofthe date furnished to the City and continue to be true, accurate and complete as of the date of this rccertification, and (3) reaffirms its acknowledgments.
PglrAUi^p^ Date: H ' £f - / *7
(Print or type legal name of Disclosing Party)
Print or type name of signatory:
Title of signatory:
County, Xlh' f\n rs [state].
Signed and sworn to before mc on [date] &pr%\ 9-H by f3<?i\ l'\g-lyj.^rJ^ .at CirJ?
Notary Public.
Commission expires:
OFFICIAL SEAL Salty E. Hamann NOTARY PUBUC. STATE OF ILLINOIS Cook County My Commission Expfrw t-20-20f8
Vcr. n-ni-os
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix Is (a be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership Interest In the Applicant exceeding 7.S percent. It Is not to be completed by any legal entity tvhich bus only an Indirect ownership Interest in the Applicant,
Under Municipal Code Section 2-154-015, the Disclosing Party -must disclose whether such Disclosing Party oraiiy "Applicable Party" or any Spouse or Domestic Partner thereof currently bus a "familial relationship" with any elected city official or department head. A "familial rtl'mionship" cxim ir,,us;uf Uui dale this 1-DSi is signed, the Disclosing Party or any "Applicable Party" or any Spouso or Domestic Partner thereof-is related to the mayor, any alderman, the city clerk, thecity treasurer or any city department head its spouse or domestic partner or as any of the following, wheiher by blood or ndoplion: parent, child, brother or sistcjr. aunt or uncle, niece or nephew, grandparent, grandchild, fatlicr-in-law, itiother-ih-laWi KoiJ"iu--law, dutiglitcr-:ii)-hw, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister oi: half-brother or hnlf-stsW;
"Applicable Party" means (t) ull executive officers ofthe Disclosing Party listed in Section H8.1 .n if the Disclosing Party is a corporation; all partner* ofthe Disclosing Party, ii* the Disclosing Party is a general, partnership; all general partner* and limited partners of Ihedisclosing Party, if Ihe Disclosing Party is n limited partnership; all managers, managing members and members of the Disposing Party, If tho.DiselOHing Party Is.n limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than h 7.5 percent ownership interest in the Disclosing Party, "Principal officers" means the president, chief operating officer, executive director, chief financial ofiicer, treasurer or secretary of n legal entity or any person exercising similar authority,
Does (he Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ 1 Yes pO^No
If yes, please, identify below (1) the name and tide of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of tho elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
NeighborSpace Board of Directors 2014
BOARD OF DIRECTORS
PRESIOENT Gla Biagi Chicago Park District
VICE PRESIOENT Commissioner Deborah Sims Forest Preserve District of Cook County
SECRETARY Edward K. Uhlir Mlllonnlum Pork. Inc.
TREASURER Cynthia A Bergman
Freeborn & Peters. LLC
Commissioner Enka Allen Chicago Park District
Commissioner Michelle Boone
Department of Cultural Affairs and Special Events
Walter Burnett, Jr.
Aldorinan 3.7lh Ward
Kathy Dlckhut
Department ot Housing and Economic Development
Dr. Shemuel Israel North Lawndale Groaning Committee
Michael Kelly
ChlcsgoFjik District
Arnold Randall
l-orest Preserve District of Cook County
Elvla Rodiigues Ochoa
Openlands
Chris Slauery
Forest Preserve District of Cook Cou/uy
Christy Webber
Christy Webber Landscapes Beth White
Trusltor PjoIic Lnnd
President
Gia Biagi Chief of Staff
Office ofthe Chief Executive Officer
Chicago Park District
541 North Fairbanks Court
Chicago, IL 60611
(312)742-4682
Vice. -President
Deborah Sims
Commissioner, District 5
Forest Preserve District of Cook County
118 North Clark Street, Room 567
Chicago, IL 60602
(312)603-6381
(312) 603-2583 Fax
Secretary Edward K. Uhlir Program Director Millennium Park, Inc. 201 E. Randolph Street Chicago IL 60601-6530 (312) 744-2053 ed.uhlir@sbcglobal.net
Treasurer
Cynthia A. Dergmann Attorney
Freeborn & Peters, LLC
311 South Wacker Drive, Suite 3000
Chicago, IL 60606-6677
(312) 360-6652
Directors
Erika Allen
Commissioner
Chicago Park District
541 North Fairbanks Court
Chicago, IL 60611
773-376-8882
cr i ka@growi ngpowcr. org
Michelle T. Boone Commissioner
Dcpt of Cultural Affairs and Special Events 78 E. Washington Street, Room 300 Chicago, IL 60602 312-744-8923
Walter Burnett Alderman, 27'" Ward 1463 W. Chicago Ave Chicago, IL 60622 312-432-1995
Shemuel B. Israel, DC Healthy Habits By Design 3443 West Polk St. Chicago, Illinois 60624 773-722-2561
Director of Planning & Development Forest Preserve District of Cook County 536 North Harlem Avenue River Forest, IL 60305 708-771-1572
Chris. S lattery@cookcou nly i 1. go v
Christy Webber President
Elizabeth White
Director, Chicago Area Office
The Trust for Public Land
120 S. LaSalle Street, Suite 2000
Chicago, IL 60603
312-750-9825
Ex Officio Directors
Arnold Randall
General Superintendent
Forest Preser ve District of Cook County
536 North Harlem Avenue
River Forest, IL 60305
(708) 771-1511
Michael P. Kelly
Superintendent
Chicago Park District
541 North Fairbanks Court
Chicago, IL 60611
(312)742-4200
Non-Voting Directors
El via Rodrigucs Ochoa Neighborhood Programs Director Openlands
25 East Washington Street, Suite 1650 Chicago, IL 60602 (3120-863-6255
Kathy Dickhut
Deputy Commissioner
Dept. of Housing and Economic Dev.
City of Chicago
City Hall, Room 905, 121 N. LaSalle Street Chicago, IL 60602 (312) 744-1074
Executive Director
Ben Helphand
Executive Director
NeighborSpace
445 N. Sacramento Blvd
Chicago, IL 60612
773-826-3127
DEBORAH L. MELL
Alderman, 33rd Ward 3649 North Kedzie Ave. Chicago, IL 60618 Telephone: (773) 478-8040 Fax: (773) 478-8006
COMMITTEE MEMBERSHIPS
Committee on Committees, Rules and Ethics Committee on Education and Child Development Committee on Health and Environmental Protection Committee on Housing and Real Estate Committee on Special Events, Cultural Affairs and Recreation Committee on Pedestrian and Traffic Safety Committee on Transportation and Public Way
May 5,n. 2014
Alderman Ray Suarez Chairman
Committee on Housing and Real Estate 121 North LaSalle Street, Room 209 Chicago, Illinois 60602
RE: Lease of City Property Located on the 2900 Block of West Lawrence Avenue to NeighborSpace for Preservation of the Global Garden
Dear Chairman Suarez:
I am writing this letter to you in support ofthe City of Chicago entering into a lease agreement with NeighborSpace for the preservation of the Global Garden. The 71,609 square foot garden is comprised of six parcels of land located at the northeast intersection of North Sacramento Avenue and West Lawrence Avenue. The addresses and parcel identification numbers are as follows: 4815- 4827 N. Sacramento Avenue and 2902-2954 W. Lawrence Avenue (PINs 13-12-316-010/-011/ -013/-014/-015/-025/-033).
The North River Commission will continue to provide day-to-day management ofthe training farm and allotment garden. NeighborSpace, an open space land conservancy derived from an intergovernmental agreement between the City of Chicago, the Chicago Park District and the Forest Preserve District of Cook County, will be the lease-holder.
I fully support the preservation ofthe Global Garden as this community asset promotes community engagement with residents, local schools, a variety of organizations and businesses, as well as healthy food growth and consumption practices.
Thank you in advance.
Sincerely,
Deborah Mell
Alderman of the 33rd Ward