Office of the City Clerk - Record #: O2015-1425

• Record #: O2015-1425
• Type: Ordinance
• Status: Passed
• Intro date: 3/18/2015
• Current Controlling Legislative Body: Committee on Housing and Real Estate
• Final action: 4/15/2015
• Title: Negotiated sale of City-owned property at 1136-1140 S Wabash Ave to 1136 South Wabash LLC
• Sponsors: Emanuel, Rahm
• Topic: PROPERTY - Sale

Date	Journal Page Number	Action By	Action	Result
4/15/2015	106269	City Council	Passed	Pass
4/9/2015		Committee on Housing and Real Estate	Recommended to Pass	Pass
3/18/2015	102823	City Council	Referred

OFFICE OF THE MAYOR

CITY OF CHICAGO

RAHM EMANUEL MAYOR

March 18,2015

TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO

Ladies and Gentlemen:

At the request of the Commissioner of Planning and Development, I transmit herewith ordinances authorizing the sale of city-owned property.

Your favorable consideration of these ordinances will be appreciated.

 

Mayor

Very truly yours,

AN ORDINANCE AUTHORIZING THE NEGOTIATED SALE OF 1136-40 S. WABASH AVENUE

WHEREAS, the City of Chicago ("City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, the City is the owner of the vacant parcel of land commonly known as 1136-40 South Wabash Avenue, Chicago, Illinois, and legally described on Exhibit A attached hereto (the "Property"); and

WHEREAS, 1136 South Wabash LLC, an Illinois limited liability company (the "Developer"), has offered to purchase the Property for Four Million Four Hundred Thousand Dollars ($4,400,000), which amount is equal to the appraised fair market value of the Property; and

WHEREAS, the Developer intends to construct on the Property a mixed-use development with a retail development on the ground floor, and above the retail development, a 20-story building with two hundred eighty (280) residential units, and parking on two floors (the "Project"); and

WHEREAS, by Resolution No. 15-019-21, adopted by the Plan Commission ofthe City (the "Plan Commission") on February 19, 2015, the Plan Commission recommended the sale of the Property; and

WHEREAS, public notices advertising the intent of the City's Department of Planning and Development (the "Department") to enter into a negotiated sale with the Developer and requesting alternative proposals appeared in the Chicago Sun-Times on March 14, 21 and 25, 2015; and

WHEREAS, no alternative proposals have been received by the deadline indicated in the aforesaid notice; now, therefore,

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:

SECTION 1. The foregoing recitals are hereby adopted as the findings ofthe City Council.

SECTION 2. The sale of the Property to the Developer in the amount of Four Million Four Hundred Thousand Dollars ($4,400,000) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit B and made a part hereof (the "Redevelopment Agreement"). The Commissioner of the Department ("Commissioner") or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, and such other supporting documents as may be necessary or appropriate 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 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, a quitclaim deed conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the.sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in 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 take effect immediately upon its passage and approval.

EXHIBIT A

Legal Description

(Subject to Final Title Commitment and Survey)

[to come]

PINs:  17-15-308-021-0000 and 17-15-308-022-0000

Commonly known as: 1136-1140 South Wabash Avenue, Chicago, Illinois 60605

EXHIBIT B

Redevelopment Agreement

[Attached]

This Document Prepared by and After Recording Return To:

Arthur Dolinsky, Senior Counsel City of Chicago Department of Law Real Estate Division 121 North LaSalle Street Room 600

Chicago, Illinois 60602 (312) 744-0200

AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND

(The Above Space For Recorder's Use Only)

This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND, as

may be amended from time to lime ("Agreement"), is made on or as of the             day of

      , 2015 ("Effective Date"), by and between the CITY OF CHICAGO, an

Illinois municipal corporation and home rule unit of government ("City"), acting by and through its Department of Planning and Development (together with any successor department thereto, the "Department"), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602 and 1136 SOUTH WABASH LLC, an Illinois limited liability company ("Developer"), located at 30 East Roosevelt Road, Chicago, Illinois, 60605.

RECITALS

WHEREAS, the Developer desires to purchase from the City the real property commonly known as 1136-1140 South Wabash Avenue, Chicago, Illinois (subject to final title commitment and survey, the "Property"), which is legally described on Exhibit A attached hereto, for the sum of Four Million Four Hundred Thousand and 00/100 Dollars ($4,400,000.00), which amount equals the appraised fair market value of the Property; and

WHEREAS, the City Council of the City (the "City Council"), pursuant to an ordinance

adopted on      , 2015 (the "Ordinance Date"), and published at pages      

through      in the Journal of the Proceedings of the City Council of such date (such

ordinance, the "1140 Project Ordinance"), authorized the sale of the Property to the Developer, subject to the execution, delivery and recording of this Agreement, and in consideration of the

1

Developer's fulfillment of its obligations under this Agreement, including the obligation to complete the Project, as described in Exhibit B attached hereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. INCORPORATION OF RECITALS.

The recitals set forth above constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties.

SECTION 2. PURCHASE PRICE / EARNEST MONEY / PERFORMANCE DEPOSIT / ESCROW.

A.      Purchase Price. Subject to the terms, covenants and conditions of this Agreement,

the City agrees to sell the Property to the Developer, and tlie Developer agrees to purchase the

Property from the City for Four Million Four Hundred Thousand and 00/100 Dollars

($4,400,000.00)(the "Purchase Price") and subject to a credit for the Earnest Money (defined in

Section 2.B. below) previously paid by the Developer to the City, which Purchase Price the

Developer will pay to the City on the Closing Date (as defined in Section 3) by certified or

cashier's check or wire transfer of immediately available funds. Except as specifically provided

herein to the contrary, the Developer shall pay all escrow fees and other title insurance fees and

closing costs.

B.      ARO Payment. The sale of the Property to the Developer triggers the requirements of

Section 2-45-110 of the Municipal Code (the "Affordable Requirements Ordinance" or "ARO").

The ARO provides that any developer of a "residential housing project" within the meaning of

the ARO must: (i) develop affordable housing units as part ofthe project; (ii) pay a fee in lieu of

the development of affordable housing units; or (iii) any combination of (i) and (ii). The

Developer further acknowledges and agrees that the Project has received an affordable housing

floor area bonus, as set forth in the bonus worksheet attached hereto as Exhibit D ("Bonus

Worksheet"), and as a result is also subject to the requirements of Section 17-4-1004-D ofthe

Zoning Code (the "Density Bonus Provisions"). Like the ARO, the Density Bonus Provisions

require on-site affordable housing or payment of a fee in lieu of providing affordable housing,

but the formulas for calculating the number of required affordable units and the amount ofthe in

lieu payment are different from the formulas in the ARO. If a project is subject to both the ARO

and the Density Bonus Provisions, the developer may elect to comply with either. In this case,

the Developer has elected to comply with the Density Bonus Provisions. In accordance with the

formulas set forth in Section 17-4-1004-C and the Bonus Worksheet, the Developer must provide

a minimum of 9,513 square feet of affordable housing floor area (the "Affordable Units") in the

Project, with an affordable unit mix comparable to the overall mix and approved by the

Department's density bonus project manager, or make a cash payment in lieu of providing

Affordable Units in the amount of $669,715.20 ("Cash Payment"). Prior to the issuance of any

building permits for the Project, including, without limitation, excavation or foundation permits.

2

the Developer must either make the required Cash Payment or, if providing . Affordable Units, provide a performance bond or other security in the amount of the Cash Payment ensuring construction of the Affordable Units. If the Developer elects to construct the Affordable Units, it must also enter into an affordable housing agreement with the City pursuant to Section 17-4-1004-E9 ("Affordable Housing Agreement") prior to the issuance of any building permits for the Project, including, without limitation, excavation or foundation permits. The terms of the Affordable Housing Agreement and any amendments thereto are incorporated herein by this reference. The Developer acknowledges and agrees that the Affordable Housing Agreement will be recorded against the Project. The City shall execute partial releases of the Affordable Housing Agreement prior to or at the time of the sale of each Affordable Unit to an income-eligible buyer at an affordable price, subject to the simultaneous execution and recording of a mortgage, restrictive covenant or similar instrument against such Affordable Unit. In addition to the Affordable Housing Agreement, the Applicant acknowledges and agrees that, pursuant to Section 17-4-1003-D3, the Bonus Worksheet will serve as an official record of bonuses and amenities. The Applicant must comply with the applicable affordable housing standards and requirements set forth in Section 17-4-1004, the terms of which are incorporated herein by this reference. In the event that the Developer does not apply for and receive approval from the City for an affordable housing floor area bonus, the Developer shall be required to establish ten percent (10%) of the housing units in the Project as affordable housing (i.e., 28 of the 280 units must be affordable) or pay the City a fee in lieu of the development of such affordable housing units. Such fee shall be an amount equal to One Hundred Thousand and 00/100 Dollars ($100,000)) for each affordable housing unit not developed as part of the Project, in accordance with Chapter 2-45-110 ofthe Municipal Code of Chicago, as such ordinance is in effect as of the Effective Date, which fee shall be due prior to the issuance of any building permits for the Project, including, without limitation, excavation or foundation permits.

1. Earnest Money. The Developer shall have deposited with the City, prior to the date on which the 1140 Project Ordinance is introduced to City Council, a good faith deposit in the amount of One Hundred Thousand and 00/100 Dollars ($100,000) (the "Earnest Money"), which shall be applied to the Purchase Price at Closing.
2. Performance Deposit. At or prior to the Closing, the Developer shall deposit with the City a good faith deposit, in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000), as security for the performance of its obligations under this Agreement ("Performance Deposit"), which the City will retain until the City issues a Certificate of Project Completion (as defined in Section 12). The City will pay no interest to the Developer on the Performance Deposit. Upon the Developer's receipt of the Certificate of Project Completion, the Developer shall submit a request for a return of the Performance Deposit, and the City shall return the Performance Deposit within ninety (90) days of receiving such request.

SECTION 3. CLOSING.

The closing of the transfer of the Property from the City to the Developer (the "Closing" or, the "Closing Date") shall take place at the downtown offices of Greater Illinois Title Company, 120 North LaSalle Street, Chicago, Illinois 60602 or such other reputable title company as may be selected by the Developer (the "Title Company") prior to the Closing. In no

3

event shall the Closing occur (1) until and unless the conditions precedent set forth in Section 8 are all satisfied, unless the Department, in its sole discretion waives one or more of such conditions; and (2) any later than twenty-four (24) months following the Ordinance Date (i.e.,

      , 20      ) (the "Outside Closing Date"), unless, at the Developer's request, the

Department, in its sole discretion, extends the Outside Closing Date. At the Closing, the City shall deliver to the Developer (a) the Deed (as defined below); (b) all necessary state, county and municipal real estate transfer declarations; and (c) possession ofthe Property.

SECTION 4. CONVEYANCE OF TITLE.

1. Form of Deed. The City shall convey the Property to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and the following:

1. 1. standard exceptions in an ALTA title insurance policy;
   2. general real estate taxes and any special assessments or other taxes;
   3. all easements, encroachments, covenants and restrictions of record and not shown of record;
   4. such other title defects that may exist; and
   5. any and all exceptions caused by the acts of the Developer or its agents.
2. Recording Costs. The Developer shall pay to record the Deed, this Agreement, and any other documents incident to the conveyance of the Property to the Developer.
3. Escrow. If the Developer requires conveyance through escrow, the Developer shall pay all escrow fees.

SECTION 5. TITLE, SURVEY AND REAL ESTATE TAXES.

1. Title Commitment and Insurance. Not less than 30 days before the anticipated Closing Date, the Developer shall order a current title commitment for the Property issued by the Title Company. The Developer shall pay the cost of, and shall be responsible for, obtaining on the Closing Date, any title insurance, extended coverage and any endorsements it deems necessary. The City agrees to provide the Title Company with a completed ALTA owner's statement, and other transfer documents typically required by the Title Company and typically provided by the City (but expressly excluding, however, "gap" undertakings, title indemnities and similar liabilities) at or prior to the Closing. At the Closing, the Developer shall deliver to the City a copy of the owner's policy of title insurance that it obtains with respect to the Property.
2. Survey. The Developer will be responsible for obtaining, at Developer's expense, a survey for the Property.
3. Real Estate Taxes. The City shall use reasonable efforts to obtain the waiver or release of any delinquent real estate taxes or tax liens on the Property prior to the Closing Date, to the extent such taxes or tax liens can be waived or released through submission of an abatement letter to the Cook County Treasurer, a motion to vacate a tax sale or a petition for exemption.  If, after using such reasonable efforts, the City is unable to obtain the waiver or

4

release of any such tax liens or is unable to cause the Title Company to insure over such tax liens, or if the Property is encumbered with any other exceptions that would adversely affect eh use and insurability of the Property for the development of the Project, the Developer shall have the option to do one of the following: (1) accept title to the Property subject to the exceptions, without reduction in the Purchase Price or the ARO Payment; or (2) terminate this Agreement by delivery of written notice to the City, in which event this Agreement shall be null and void, the City shall return the Earnest Money and Performance Deposit to the Developer, and except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions.

SECTION 6. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS.

The Developer shall apply for and obtain all necessary building permits and other required zoning approvals (collectively, the "Governmental Approvals") necessary for the Project prior to the Closing Date, unless the Department, in its sole discretion, agrees to waive such requirement.

SECTION 7. PROJECT BUDGET AND PROOF OF FINANCING.

The total budget for the Project is currently estimated to be Fifty Million and 00/100 Dollars ($50,000,000.00) (the "Preliminary Project Budget"). Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to the Department for approval: (1) a final budget for the Project which is materially consistent with the Preliminary Project Budget ("the Final Budget"); and (2) evidence of funds adequate to construct the Project, as shall be acceptable to the Department, in ils sole discretion (the "Proof of Financing").

SECTION 8. CONDITIONS TO THE CITY'S OBLIGATION TO CLOSE.

8.1 The obligations ofthe City under this Agreement are contingent upon each ofthe following being satisfied at least seven (7) days prior to the Effective Date, or by such other date as may be specified, unless waived in writing by the Commissioner:

1. Legal Opinion. The Developer shall have delivered to the City a legal opinion stating, in part, that the Developer has been duly organized and that the Developer is duly authorized to enter into this Agreement. Such opinion shall be in a form and substance reasonably acceptable to the City's Corporation Counsel.
2. Due Diligence. The Developer shall have delivered to the City due diligence searches in its name (UCC, State and federal tax lien, pending litigation and judgments in Cook County and the U.S. District Court for the Northern District oflllinois, and bankruptcy) showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel.
3. Organization and Authority Documents. The Developer shall have delivered to the City certified articles of incorporation, including all amendments thereto, ofthe Developer, as furnished and certified by the Secretary of State of the State of Illinois; a Certificate of Good

5

Standing dated no more than thirty (30) days prior to the Effective Date, issued by the Office of the Secretary of State of the State of Illinois, as to the good standing of the Developer; and bylaws, resolutions and such other organizational documents as the City may reasonably request.

8.2 The obligations of the City under this Agreement are further contingent upon each ofthe following being satisfied at least seven (7) days prior to the Closing Date, or by such other date as may be specified, unless waived in writing by the Commissioner:

1. Final Governmental Approvals. Developer shall have delivered to the City all evidence of its receipt of all Governmental Approvals necessary to construct the Project.
2. Budget and Proof of Financing. The City shall have approved the Developer's Final Budget and Proof of Financing.
3. Simultaneous Loan Closing. On the date of the Closing, the Developer shall simultaneously close the financing necessary, for the acquisition of the Property and the construction of the Project, and be in a position to immediately commence construction of the Project.

D.      Insurance. The Developer shall provide evidence of insurance reasonably

acceptable to the City. Prior to the issuance of the Certificate of Project Completion, the City

shall be named as an additional insured on any liability insurance policies ($1M per occurrence

and $2M aggregate) and as a loss payee (subject to the rights of any permitted mortgagee) on any

property insurance policies from the Closing Date through the date the City issues the Certificate

of Project Completion (as defined in Section 12). With respect to property insurance, the City

will accept an ACORD 28 form. With respect to liability insurance, the City will accept an

ACORD 25 form, together with a copy of the endorsement that is added to the Developer's

policy showing the City as an additional insured.

1. Due Diligence. The Developer shall have delivered to the City updated due diligence searches (i.e., reflecting any changes from the search results submitted pursuant to Section 8.1) in its name (UCC, State and federal tax lien, pending litigation and judgments in Cook County and the U.S. District Court for the Northern District of Illinois, and bankruptcy) showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel.
2. Organization and Authority Documents. The Developer shall have delivered to the City certified articles of incorporation, including all amendments thereto, of the Developer, as furnished and certified by the Secretary of State ofthe State of Illinois; a Certificate of Good Standing dated no more than thirty (30) days prior to the Closing Date, issued by the Office of the Secretary of State of the State oflllinois, as to the good standing ofthe Developer; and bylaws, resolutions and such other organizational documents as the City may reasonably request.
3. Subordination Agreement. On the Closing Date, and prior to recording any mortgage approved pursuant to Section 8.2, the Developer shall, at the City's request, deliver to the City a subordination agreement in which the construction lender agrees to subordinate the lien of its mortgage to the covenants running with the land, or such other subordination assurance

6

as the Corporation Counsel shall deem acceptable (each such agreement, a "Subordination Agreement").

H.      MBE/WBE and Local Hiring Compliance Plan. The Developer and the

Developer's general contractor and all major subcontractors shall meet with staff from the

Department regarding compliance with the MBE/WBE and other requirements set forth in

Section 22, and at least seven (7) days prior to the Closing Date, the City shall have approved the

Developer's compliance plan in accordance with Section 22.4.

I.      Reconveyance Deed. Prior to the conveyance of the Property to the Developer,

the Developer shall deliver to the City a special warranty deed for the Property in recordable

form naming the City as grantee ("Reconveyance Deed"), for possible recording in accordance

with Section 14 or Section 18.3.d. below, if applicable.

1. Representations and Warranties. On the Effective Date and the Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.
2. Other Obligations. On the Effective Date and the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as of the Effective Date and the Closing Date, respectively.
3. Right to Terminate. If any of the conditions in this Section 8 have not been satisfied to the City's reasonable satisfaction within the time period provided for herein, the City may, at its option, terminate this Agreement by delivery of written notice to the Developer at any time after the expiration of the applicable time period, and this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder, and further provided that the City shall retain the Earnest Money and Performance Deposit. Any forbearance by the City in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.

SECTION 9. SITE PLANS AND ARCHITECTURAL DRAWINGS.

1. Site Plans. The Developer shall construct the Project on the Property in accordance with the site plan, specifications and architectural drawings prepared by Solomon Cordwell Buenz, 625 North Michigan Avenue, Suite 800, Chicago, Illinois 60611, which have been approved by the Department and which are attached hereto as Exhibit C (collectively, the "Working Drawings and Specifications"). No material deviation from the Working Drawings and Specifications may be made without the Department's prior written approval. If the Developer submits and the Department approves revised design development drawings and specifications after the date of this Agreement, the term "Working Drawings and Specifications" as used herein shall refer to the revised design development drawings and specifications upon the Department's written approval of the same.
2. Relocation of Utilities. Curb Cuts and Driveways. To the extent necessary to complete the Project, the Developer shall be solely responsible for and shall pay all costs in regard lo: (1) the relocation, installation or construction of public or private utilities located on

7

the Property; (2) the relocation, installation and construction of any curb cuts and driveways; (3) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with the Developer's redevelopment; (4) the removal of existing pipes, utility equipment or building foundations located on the Property; and (5) the termination of existing water or other services. Any streetscaping, including any paving of sidewalks, landscaping and lighting provided by the Developer, as part of the Project, must be approved by the City.

1. Inspection by the City. For the period commencing on the Closing Date and continuing through the date the City issues the Certificate of Project Completion, any duly authorized representative ofthe City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, "Laws").
2. Barricades and Signs. Upon the City's request, the Developer agrees to erect such signs as the City may reasonably require identifying the Property as a City redevelopment project. The Developer may erect sign's of its own incorporating such approved identification information upon the execution of this Agreement. Prior to the commencement of any construction activity requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. The City shall have the right to approve all barricades, the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades, and all signage, which approval shall not be unreasonably withheld or delayed:

SECTION 10. LIMITED APPLICABILITY.

The approval of any Drawings by the Department's Bureau of Economic Development is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings, any other Department Bureau (such as, but not limited to, the Department's Bureau of Zoning), or any other City department; nor does the approval by the Department pursuant to this Agreement constitute an approval of the quality, structural soundness or the safety of any improvements located or to be located on the Property. The approval given by the Department shall be only for the benefit of the Developer and any lienholder authorized by this Agreement.

SECTION 11. COMMENCEMENT AND COMPLETION OF PROJECT.

Subject to the receipt of all necessary Governmental Approvals for the Project, the Developer shall commence construction of the Project no later than twenty-four (24) months

following the Ordinance Date (i.e.,       , 20      ), and shall complete the Project (as

determined by the Department) no later than forty-eight (48) months following the Ordinance

Date (i.e.,      , 20__).

The Commissioner shall have discretion to extend any of the construction commencement and completion dates for good cause shown by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences

8

construction of the Project. The Project shall be constructed in accordance with all applicable laws, regulations and codes.

SECTION 12. CERTIFICATE OF PROJECT COMPLETION.

Upon the completion of the Project, the Developer shall request from the City a Certificate of Project Completion (the "Certificate of Project Completion"). Within forty-five (45) days thereof the City shall provide the Developer with either the Certificate of Project Completion or a written statement indicating in adequate detail how the Developer has failed to complete the Project in compliance with this Agreement, or is otherwise in default, and what measures or acts are necessary, in the sole reasonable opinion of the Department, for the Developer to take or perform in order to obtain the Certificate of Project Completion. If the Department requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Project Completion upon compliance with the City's response. The Certificate of Project Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of certain of the covenants in this Agreement and the Deed (but excluding those on-going covenants as referenced in Section 17) with respect to the Developer's obligations to construct the Project.

SECTION 13. RESTRICTIONS ON USE.

The Developer, for itself and its successors and assigns, agrees as follows:

13.1      The Developer shall construct the Project in accordance with the Working

Drawings and Specifications, this Agreement and all applicable Laws.

13.2      The Developer shall not, in violation of applicable law, discriminate on the basis of

race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual

orientation, marital status, parental status, military discharge status, or source of income in the

sale, lease, rental, use or occupancy ofthe Property or any part thereof, except as permitted by

applicable law.

SECTION 14. PROHIBITION AGAINST TRANSFER OF PROPERTY.

Prior to the issuance of the Certificate of Project Completion, as provided herein, the Developer may not, without the prior written consent of the Department, which consent shall be in the Department's sole discretion: (1) directly or indirectly sell or convey the Property or any part thereof or any interest therein, or the Developer's controlling interests therein; or (2) directly or indirectly assign this Agreement. In the event of a proposed sale, the City shall be provided copies of any and all sales conlracts, legal descriptions, descriptions of intended use, certifications from the proposed buyer regarding this Agreement and such other information as the City may reasonably request. The proposed buyer must be qualified to do business with the City (including but not limited to anti-scofflaw requirement).

For purposes of this Section 14:

9

"Appraised Fair Market Value of the Property" means the appraised fair market value of the Property as of a date that is within ninety (90) days of the Developer's proposed closing date for the Proposed Property Sale (as defined below), and which appraisal has been ordered by and paid for by the City; provided, however, that the Department may consent in writing to the Developer's ordering and/or paying for such appraisal.

"Commencement of Project Construction" occurs when the Developer has satisfied all the following conditions: (i) obtained all permits necessary for the construction of the Project; (ii) begun a continuous program of physical on-site construction; (iii) has obtained financing, equity or a combination of financing and equity sufficient to fund the construction of the Project; and (iv) has entered into a written contract with a general contractor for the construction of the Project that requires the Project to be completed in accordance with the time frames set forth in this Agreement, as such time frames may be amended pursuant to and in accordance with this Agreement.

"Gross Sales Price" means the gross price at which the Developer offers to sell and a purchaser agrees to pay to purchase all or a portion of the Property, without any setoffs or credits.

"Proposed Property Sale" means the Developer's sale of all or a portion of the Property (i.e., the land, the air rights or both the land and air rights), but excludes any transfer of the Property undertaken in connection with financing the acquisition or improvement of the Property in which Keith Giles (i) remains a manager of the Developer or successor thereto, and retains at least a fifty percent (50%) direct, indirect or beneficial interest in the Developer or any successor thereto.

The Department's consent to a Proposed Property Sale is also subject to the following:

1. If the Department consents to a Proposed Property Sale and such Proposed Property Sale is scheduled to close prior to Commencement of Project Construction, then, the Developer shall pay (by cashier's check or certified check) to the City concurrent with the Developer's closing on the Proposed Property Sale an amount equal to the difference between (i) minus (ii), where (i) equals the greater of the Gross Sales Price and the Appraised Fair Market Value of the Property and (ii) equals the Purchase Price. The difference between (i) minus (ii) equals the "Compensation to City for a Pre-Construction Property Sale". The Developer shall not receive any credit for, or refund of, its ARO Payment. The City shall tender its written consent simultaneously with the City's receipt ofthe Compensation to City for a Pre-Construction Property Sale.
2. If the City consents to a Proposed Property Sale and such Proposed Property Sale is scheduled to close after Commencement of Project Construction but prior to the City's issuance of the Certificate of Project Completion, then, the Developer shall pay (by cashier's check or certified check) to the City concurrent with the Developer's closing on the Proposed Property Sale an amount equal to fifty percent (50%) of the difference between (x) minus (y), where (x) equals the greater of the Gross Sales Price and the Appraised Fair Market Value of the Property and (y) equals the Purchase Price. The

10

difference between (x) minus (y) equals the "Compensation to City for a Partial Project Completion Property Sale". The Developer shall not receive any credit for, or refund of, its ARO Payment. The City shall tender its written consent simultaneously with the City's receipt from the Developer of the Compensation to City for a Partial Project Completion Property Sale.

c. After the City's issuance of the Certificate of Project Completion, no City consent shall be required for any transfer ofthe Property or portion thereof.

SECTION 15. LIMITATION UPON ENCUMBRANCE OF PROPERTY.

Prior to the issuance of the Certificate of Project Completion, the Developer shall not, without the Department's prior written consent, which consent shall not be unreasonably withheld, hindered or delayed, engage in any financing or other transaction which creates a financial encumbrance or lien on the Property, except for the purposes of obtaining: (a) funds necessary to acquire the Property; (b) funds related to the Proof of Financing or otherwise necessary to construct the Project in substantial accordance with the Budget; and (c) after construction, funds necessary to own, maintain and operate the Property and the Project in accordance with the requirements of this Agreement. After the issuance of the Certificate of Project Completion, no City consent shall be required for any type of financing or other transaction which creates a financial encumbrance or lien on the Property.

SECTION 16. MORTGAGEES NOT OBLIGATED TO CONSTRUCT

Notwithstanding any other provision of this Agreement or of the Deed, the holder of any mortgage authorized by this Agreement (or any affiliate of such holder) shall not itself be obligated to construct or complete the Project, or to guarantee such construction or completion, but shall be bound by the other covenants running with the land specified in Section 17 and, at Closing, at the City's request, shall execute a Subordination Agreement (as defined in Section 8.8). If any such mortgagee or its affiliate succeeds to the Developer's interest in the Property prior to the issuance of the Certificate of Project Completion, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, and thereafter transfers its interest in the Property to another party (that is not also a mortgagee), such transferee shall be obligated to complete the Project, and shall also be bound by the other covenants running with the land specified in Section 17.

SECTION 17. COVENANTS RUNNING WITH THE LAND.

The parties agree, and the Deed shall so expressly provide, that the covenants provided in Section 11 (Commencement and Completion of Project), Section 13 (Restrictions on Use), Section 14 (Prohibition Against Transfer of Property) and Section 15 (Limitation Upon Encumbrance of Property) will be covenants running with the land, binding on the Developer and its successors and assigns (subject to the limitations set forth in Section 16 above as to any permitted mortgagee) to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. The covenants provided in Section 11, Section 13.1, Section 14, (except for the continuing, obligations of the Developer under Sections 13 and 17 herein) as assumed by any transferee, and Section 15 shall terminate upon the issuance of the Certificate of Project Completion. The covenants contained in Section 13.2 shall remain

11

in effect without limitation as to time.

SECTION 18. PERFORMANCE AND BREACH.

1. Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement.
2. Permitted Delays. The Developer shall not be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable causes beyond the Developer's control and without the Developer's fault or negligence, including but not limited to, acts of God, acts of the public enemy, acts of the United States government, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, material shortages, and unusually severe weather or delays of contractors or subcontractors due to such causes. The time for the performance ofthe obligations shall be extended only for the period of the delay and only if the Developer requests it in writing of the City within thirty (30) days after the beginning of any such delay.
3. Breach.

1. Generally. Subject to Section 18.2, if the Developer defaults in performing its obligations under this Agreement, the City shall deliver written notice of such default, after which the Developer shall have a 45-day cure period to remedy such default. If the default is not capable of being cured within the 45-day period, then provided the Developer has commenced to cure the default and is diligently proceeding to cure the default within the 45-day period, and thereafter diligently prosecutes such cure through to completion, then the 45-day period shall be extended for the length of time that is reasonably necessary to cure the default. If the default is not cured in the time period provided for herein, the City may institute such proceedings at law or in equity as may be necessary or desirable to cure and remedy the default, including but not limited to, proceedings to compel specific performance.

No notice or cure period shall apply to a failure to close by the respective dates as set forth in Section 3 herein. Unless the failure to close is due to circumstances described in Section 18.2. above or caused by a breach by the City under the terms of this Agreement, such failure shall constitute an immediate "Event of Default". Failure to close by the dates set forth in Section 3 shall entitle the City to terminate this Agreement.

1. Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" after written notice from the City (if required):

1. The Developer fails to perform any obligation of the Developer under this Agreement; which default is not cured pursuant to Section 18.3.a.; or
2. The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement,

12

an Economic Disclosure Form, or another document) which is not true and correct, which default is not cured pursuant to Section 18.3.a.;or

3.      A petition is filed by or against the Developer under the Federal

Bankruptcy Code or any similar state or federal law, whether now

or hereinafter existing, which is not vacated, stayed or set aside

within thirty (30) days after filing; or

4.      . Except as excused by Section 18.2 above, the Developer abandons

or substantially suspends the construction work (no notice or cure period shall apply); or

1. The Developer fails to timely pay real estate taxes or assessments affecting the Property or suffers or permits any levy or attachment, material suppliers' or mechanics' lien, or any other lien or encumbrance unauthorized by this Agreement to attach to the Property, which default is not cured pursuant to Section 18.3(a); or
2. The Developer makes an assignment, pledge, unpermitted financing, encumbrance, transfer or other disposition in violation of this Agreement (no notice or cure period shall apply); or
3. The Developer's financial condition or operations adversely change to such an extent that would materially affect the Developer's ability to complete the Project which default is not cured pursuant to Section 18.3(a); or
4. The Developer fails to perform, keep or observe any of the other covenants, promises, agreements, or obligations under this Agreement, including but not limited to, the covenants set forth in Sections 13 and 17 herein, or any other written agreement entered into with the City with respect to this Project, which default is not cured pursuant to Section 18.3(a); or
5. Failure to close by the Outside Closing Date, unless the Department, in its sole discretion, extends the Outside Closing Date.
6. Failure to pay the City the amount set forth in Section 14, if applicable (no notice or cure period shall apply).
7. Failure to commence or complete the Project by the respective dates set forth in Section 11, as such dates may be amended by the Department in its sole discretion (no notice or cure period shall apply).

13

1. Prior to Conveyance. Prior to Closing, if an Event of Default occurs and is continuing, and the default is not cured in the time period provided in herein, the City may terminate this Agreement, retain the Earnest Money, and institute any action or proceeding at law or in equity against the Developer.
2. After Conveyance. If an Event of Default occurs after the Closing but prior to the issuance of the Certificate of Project Completion, and the default is not cured in the time period provided for in this Section 18.3, the City may terminate this Agreement and exercise any and all remedies available to it al law or in equity, including, without limitation, the right to re-enter and take possession of the Property, terminate the estate conveyed to the Developer, and revest title to the Property in the City pursuant to the Reconveyance Deed (the "Right of Reverter"); provided, however, the City's Right of Reverter shall be limited by, and shall not defeat, render invalid, or limit in any way, the lien of any mortgage authorized by this Agreement. If the Reconveyance Deed is recorded by the City, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the Properly was owned by the Developer, and shall cause the release of all liens or encumbrances placed on the Property during the period of time the Property was owned by the Developer. The Developer will cooperate with the City to ensure that if the City records the Reconveyance Deed, such recording is effective for purposes of transferring title to the Property to the City, subject only to those title exceptions that were on title as of the date and time that the City conveyed the Property to the Developer.

The City's Right of Reverter shall terminate upon the earlier ofthe City's issuance of the Certificate of Project Completion or the Developer's conveyance of all or a portion of the Property in accordance with the terms of this Agreement.

1. Waiver and Estoppel. Any delay by the City in instituting or prosecuting any actions or proceedings or otherwise asserting its rights shall not operate as a waiver of such rights or operate to deprive the City of or limit such rights in any way. No waiver made by the Cily with respect to any specific default by the Developer shall be construed, considered or treated as a waiver ofthe rights of the City with respect to any other defaults of the Developer.

SECTION 19.    CONFLICT OF INTEREST; CITY'S AND DEVELOPER'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE.

The Developer warrants that no agent, official, or employee ofthe City shall have any personal interest, direct or indirect, in this Agreement or the Property, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any entity or association in which he or she is directly or indirectly interested. No agent, official, or employee of the City shall be personally liable to the Developer or any successor in inteiest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. It is expressly understood and agreed to by and between the parties hereto, anything herein to the contrary notwithstanding, that no individual member of the

14

Developer, its officers, members of its board of directors, officials, agents, representatives or employees shall be personally liable for any of the Developer's obligations or any undertaking or covenant of the Developer contained in this Agreement.

SECTION 20. INDEMNIFICATION.

The Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, reasonable attorneys' fees and court costs) (collectively "Losses") suffered or incurred by the City arising from or in connection with: (1) an Event of Default that has occurred; (2) the failure ofthe Developer or any contractor to pay contractors, subcontractors or material suppliers in connection with the construction of the Project; (3) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (4) any actions, including but not limited to, conducting environmental tests on the Property as set forth in Section 21 herein, resulting from any activity undertaken by the Developer on the Property prior to or after the conveyance of said Property to the Developer by the City; provided, however, the Developer shall have no obligation to indemnify the City for Losses to the extent such losses are caused by the City or its agents. This indemnification shall survive any termination of this Agreement (regardless of the reason for such termination).

SECTION 21. ENVIRONMENTAL MATTERS.

The City makes no covenant, representation or warranty as to the environmental condition ofthe Property or the suitability of the Property for any purpose whatsoever, and the Developer agrees to accept the Property "as is".

It shall be the responsibility of the Developer, at its sole cost and expense, to investigate and determine the soil and environmental condition ofthe Properly. Prior to the date of Closing, Developer may enter the Property owned by the City for the purpose of conducting environmental tests on the Property to determine that the environmental condition of such Property is acceptable. The Developer's activities on such Property shall be limited to those reasonably necessary to perform the environmental testing. Upon completion of the work, the Developer shall restore the Property to its original condition. The Developer shall keep such Property free from any and all liens and encumbrances arising out of any work performed, materials supplied or obligations incurred by or for the Developer, and agrees to indemnify and hold the City harmless against any such liens.

The Developer will deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property. If prior to the Closing, the Developer's environmental consultant determines an environmental or soil condition exists on the Property to such an extent that the Developer determines that it is not satisfied, in its sole discretion, with the condition of the Property, the Developer may declare this Agreement null and void by giving written notice thereof to the City, and the City shall promptly return the Earnest Money and Performance Deposit to the Developer.

15

If after the Closing, the environmental condition of the Property is not in all respects entirely suitable for the use to which the Property is to be utilized, it shall be the sole responsibility and obligation of the Developer to take such action as is necessary lo put the Property in a condition which is suitable for the intended use of the Property. The Developer agrees to waive, release and indemnify the City from any claims and liabilities relating to or arising from the environmental condition of the Property (including, without limitation, claims arising under CERCLA) and to undertake and discharge all liabilities of the City arising from any environmental condition which existed on the Property prior to the Closing.

SECTION 22. DEVELOPER'S EMPLOYMENT OBLIGATIONS.

22.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project:

1. Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, gender identity, 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, Section 2-160-010 et seq. ofthe Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, 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. The Developer and 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 Developer and each Employer, in all print solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds.
2. To the greatest extent feasible, the Developer and each Employer shall present opportunities for training and employment of low and moderate income residents ofthe City, and provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City.
3. The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance, and lhe Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1993), and any subsequent amendments and regulations promulgated thereto.

16

1. The Developer, in order to demonstrate compliance with the terms of this Section 22.1, shall cooperate with and promptly and accurately respond to reasonable inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
2. The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of 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.
3. Failure to comply with the employment obligations described in this Section 22.1 shall be a basis for the City to pursue remedies under the provisions of Section 18.

22.2 City Resident Employment Requirement. The Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that doing so does not violate a collective bargaining agreement of Developer or an Employer and that in addition to complying with Ihis percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.

1. The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 ofthe Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer ofthe City of Chicago.
2. "Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
3. The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
4. The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WFI-347 or equivalent) to the Department 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,

17

the date that the Developer or Employer hired the employee should be written in after the employee's name.

1. The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, the Department, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the later of the City's issuance of the Certificate of Project Completion or the Developer's conveyance of the Property in accordance with the terms of this Agreement.
2. At the direction of the Department, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
3. Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 22.2 concerning the worker hours performed by actual Chicago residents.
4. If the City determines that the Developer or an Employer failed to ensure the fulfillment of the requirements of this Section 22.2 concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section 22.2. If such non-compliance is not remedied in accordance with the breach and cure provisions of Section 18.3, the parties agree that 1 /20 of 1 percent (.05%) of the aggregate hard construction costs set forth in the Budget shall be surrendered by the Developer and for the Employers 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 and/or the other Employers or employees to prosecution.

(i)      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.

(j) The Developer shall cause or require the provisions of this Section 22.2 to be included in all construction contracts and subcontracts related to the construction of the Project.

18

22.3    Developer's MBE/WBE Commitment.   Developer's MBE/WBE Commitment.

The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project:

1. Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seq., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority-and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seq., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Section 22.3, during the course of construction of the Project, at least 24% of the aggregate hard construction costs shall be expended for contract participation by minority-owned businesses and at least 4% ofthe aggregate hard construction costs shall be expended for contract participation by women-owned businesses.
2. For purposes of this Section 22.3 only:

1. 1. The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable.
   2. The term "minority-owned business" or "MBE" 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.
   3. The term "women-owned business" or "WBE" 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.
2. Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBEAVBE 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 ofthe lesser of (i) the MBE or WBE participation in such

19

joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBE/WBE commitment as described in this Section 23.3. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE general contractor or subcontractor without the prior written approval of the Department.

1. The Developer shall deliver quarterly reports to the City's monitoring staff describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBE/WBE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion ofthe Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion of the construction of the Project.
2. Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable.
3. Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Section 22.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable.

22.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days prior to the Closing Date, the Developer and the Developer's general contractor and all major subcontractors shall meet with the Department monitoring staff regarding compliance with all Section 22 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 22, the

20

sufficiency of which the City's monitoring staff shall approve as a precondition to the Closing. During the construction of the Project, the Developer shall submit all documentation required by this Section 22 to the City's monitoring staff, including, without limitation, the following: (a) subcontractor's activity report; (b) contractor's certification concerning labor standards and prevailing wage requirements; (c) contractor letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; (g) evidence that MBE/WBE contractor associations have been informed ofthe Project via written notice and hearings; and (h) evidence of compliance with job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 22, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (x) issue a written demand to the Developer to halt construction of the Project, (y) withhold any further payment of any City funds to the Developer or the general contractor, or (z) seek any other remedies against the Developer available at law or in equity.

SECTION 23. REPRESENTATIONS AND WARRANTIES.

23.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer hereby represents and warrants lo the City that as of the dale of this Agreement and as of the Closing Date the following shall be true and correct in all respects:

1. The Developer is an Illinois limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois with full power and authority to acquire, own and redevelop the Property, and the person signing this Agreement on behalf ofthe Developer has the authority to do so.
2. All certifications and statements contained in the Economic Disclosure Statement last submitted lo the Cily by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
3. The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound.
4. To the best of the Developer's knowledge, no action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (a) affect the ability of the Developer lo perform its obligations hereunder; or (b) materially affect the operation or financial condition of the Developer.
5. To the best ofthe Developer's knowledge, the Project will not violate: (a) any Laws, including, without limitation, any zoning and building codes and environmental

21

regulations; or (b) any building permit, restriction of record or other agreement affecting the Property.

1. Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein.
2. Survival of Representations and Warranties. Each of the parties agrees that all of its representations and warranties set forth in this Section 23 or elsewhere in this Agreement are true as of the date of this Agreement and will be true in all material respects at all times thereafter, except with respect to matters which have been disclosed in writing and approved by the other party.

SECTION 24. PROVISIONS NOT MERGED WITH DEED.

The provisions of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the provisions of this Agreement.

SECTION 25. HEADINGS.

The headings ofthe various sections of this Agreement have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions thereof.

SECTION 26. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties and supersedes and replaces completely any prior agreements between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended in any manner other than by supplemental written agreement executed by the parties.

SECTION 27. SEVERABILITY.

If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word, or the application thereof is held invalid, the remainder of this Agreement shall be construed as if such invalid part were never included and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.

SECTION 28. NOTICES.

Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile transmission, provided that there is written confirmation of such communications; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested:

22

If to the City:      City of Chicago

Department of Planning and Development 121 North LaSalle Street Room 1000-City Hall Chicago, Illinois 60602 Fax: 312-744-5892

With a copy to:      City of Chicago

Department of Law

121 North LaSalle Street

Room 600

Chicago, Illinois 60602 Attn: Real Estate Division Fax: 312-742-0277

If to the Developer:      1136 South Wabash LLC

30 East Roosevelt Road Chicago, Illinois 60605 Attn: Keith Giles Fax:

Wilh a copy to:      Rolando R. Acosta, Esq.

Acosta Ezgur, LLC 2949 W. Gregory St. Chicago, IL 60625 Fax: 312-253-4440

Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch by electronic means, respectively, provided that such electronic dispatch is confirmed as having occurred prior to 5:00 p.m. on a business day. If such dispatch occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three business days after mailing. The parties, by notice given here-under, may designate any further or different addresses to which subsequent notices, demands or communications shall be given.

SECTION 29. SUCCESSORS AND ASSIGNS.

Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns ofthe parties.

23

SECTION 30. TERMINATION.

In the event that the Closing has not occurred by the Outside Closing Date, or any extensions thereof in the Department's sole discretion, defined herein, then the City may terminate this Agreement upon written notice to the Developer.

SECTION 31. RECORDATION OF AGREEMENT.

Either party may record this Agreement at the Office of the Cook County Recorder of Deeds. The party so choosing to record this Agreement shall pay the recording fees.

SECTION 32. CONSENT AND APPROVAL.

Except where otherwise specified, whenever the consent or approval of the City is required hereunder, such consent or approval shall not be unreasonably withheld or delayed.

SECTION 33. OTHER ACTS

The parties agree to perform such other acts and to execute, acknowledge and deliver such other instruments, documents and materials as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

SECTION 34. BUSINESS RELATIONSHIPS.

The Developer acknowledges (1) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (2) 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 (3) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.

SECTION 35. PATRIOT ACT CERTIFICATION.

The Developer represents and warrants that neither the Developer nor any Affiliate thereof (as defined in the next paragraph) is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department 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,

24

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 the Developer that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Developer, 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.

SECTION 36.    PROHIBITION ON CERTAIN CONTRIBUTIONS -MAYORAL EXECUTIVE ORDER NO. 2011-4.

Developer agrees that Developer, any person or- entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, 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 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 (1) after execution of this Agreement by Developer, (2) while this Agreement or any Other Contract is executory, (3) during the tenn of this Agreement or any Other Contract between Developer and the City, or (4) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.

Developer represents and warrants that from the later to occur of (1) May 16, 2011, and (2) 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: (1) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (2) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (3) 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

25

Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.

If Developer intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the closing of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement. ,

For purposes of this provision:

"Bundle" means to collect contributions from more than one source, which is 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 (1) formed under the authority of chapter 2-92 ofthe Municipal Code of Chicago; (2) entered into for the purchase or lease of real or personal property; or (3) 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:

1. they are each other's sole domestic partner, responsible for each other's common welfare; and
2. neither party is married; and
3. the partners are not related by blood closer than would bar marriage in the State of Illinois; and
4. 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
5. two ofthe 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 ofthe following arrangements:

1. 1. joint ownership of a motor vehicle;
   2. a joint credit account;
   3. a joint checking account;
      1. a lease for a residence identifying both domestic partners as tenants.
2. 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.

26

SECTION 37. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY.

Failure by Developer or any controlling person (as defined in Section 1-23-010 ofthe 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 the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.

SECTION 38. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL.

Il is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.

SECTION 39. 2014 HIRING PLAN PROHIBITIONS

(a)      The City is subject to the June 16, 2014 "City of Chicago Hiring Plan", as

amended (the "2014 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 2014 City Hiring Plan prohibits the City from hiring persons as

governmental employees in non-exempt positions on the basis of political reasons or factors.

1. 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 of the City of Chicago. This Agreement 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 Developer.
2. 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 parly 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

27

the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.

(d)      In the event of any communication to Developer by a City employee or City

official in violation of paragraph (b) above, or advocating a violation of paragraph (c) above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("OIG Hiring Oversight"), and also to the head of the relevant City department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by OIG Hiring Oversight.

SECTION 40. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

28

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as ofthe date first above written.

CITY OF CHICAGO,

an Illinois municipal corporation and home rule unit of government

By:      

Andrew J. Mooney Commissioner

Department of Planning and Development

1136 SOUTH WABASH LLC,

an Illinois limited liability company

By:      

Name:       

Its:

29

)

) SS. )

STATE OF ILLINOIS

COUNTY OF COOK

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Keith Giles, personally known to me to be the manager of 1136 South Wabash LLC, an Illinois limited liability company, 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, being first duly sworn by me, acknowledged that s/he signed and delivered the foregoing instrument pursuant to authority given by said corporation, as her/his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

.2015.

day of

GIVEN under my notarial seal this

30

NOTARY PUBLIC

)

) SS. )

STATE OF ILLINOIS

COUNTY OF COOK

I, the undersigned, a Notary Public in and for 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, an Illinois municipal corporation, 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 being first duly sworn by me acknowledged that as the Commissioner, he signed and delivered the instrument pursuant to authority given by the City of Chicago, as his free and voluntary act and as the free and voluntary act and deed of the City, for the uses and purposes therein set forth.

, 2015.

day of

GIVEN under my notarial seal this

31

NOTARY PUBLIC

EXHIBIT A TO REDEVELOPMENT AGREEMENT

LEGAL DESCRIPTION OF PROPERTY (Subject to final title commitment and survey)

[to come]

PINs:  17-15-308-021-0000 and 17-15-308-022-0000

Commonly known as: 1136-1140 South Wabash Avenue, Chicago, Illinois 60605

EXHIBIT B TO REDEVELOPMENT AGREEMENT

NARRATIVE DESCRIPTION OF PROJECT

The Developer shall construct on the Property a retail development, between 12,200 sq. ft. and 16,985 sq. ft., on the ground floor. The Developer shall construct above the retail development, a 20-story building with two hundred eighty (280) residential units, an amenity floor containing approximately 8,612 sq. ft. of interior space and approximately 10,000 sq. ft. of outdoor space, and parking on two floors for a total of 80 cars.

33

EXHIBIT C TO REDEVELOPMENT AGREEMENT WORKING DRAWINGS AND SPECIFICATIONS

[Attached]

 

1136 S.Wabash Chicago, IL

1136 S Wabash LLC

in -.a ?oi5

 

O 101 h So onion Cord

View looking Northwest

1136 S Wabash      Oi 19 201b

Chicago. IL ^

113G S Wabash LLC      S725 001      Kl3 02

 

. i-ViJ:".¹      !•;•'.,transfer,_;.   .~,\--      i^-. ■. •.•»

.      i'^^"      L-^¹':?^^00sf ... .A

RETAIL'S ' 5,000 sf+,-

IjijOO sf.;" ." terrace "

ji covered access>«

150:25*:

 

90'

tenant storage @ rear mezzanine levels / (ten, stor. + 4,000 sf)

■';."«4-g.: . .: i.'>'-.»i';;Vr-., •ti.2'&;-;;^:-':

v ,:f.'» ■  ° -

V- L- V t"*-r

street trees (S> 25' o.c

ENCLOSED FLOOR PLATE GSF: 16,915 sf .   RETAIL GSE:10,050 sf

roosevelt

■i Cortfwi'.l GuffiZ

Ground Floor Plan

1136 S Wabash      Oi 13 2015

Chicago. IL ^

1136 S Wabash LLC      5725 001 03

 

roosevelt

Parking Floor Plan @ 3 (2 is similar)

113G S Wabash      Q'. l" ;C15

Chicago. IL ^

1136 S Wabash LLC      b72t 001      \U 04

I

 

roosevelt

Amenity Floor Plan

1136 S Wabash      0> 192015

Chicago. IL

1136 S Wabash LLC      572b 001      Vj7 05

rooseve 11

Typical Residential Floor Planz

113GSWauash      _N      0; 19 2015

Chicago. IL

C20!bSoo_monr«tf*«i8fw      1136 SWabDSh LLC      5725001      . 06

o

 

.09

 

JC E

E <

2 3

3

O T3

O   *-* t/>

jz o it XJ ~ != o o

™ t; oj _2

- s ^s ™ 5 S

+280'

PH

o o

O

O-

RESIDENTIAL- 'V ■.'•'

yr,    RESIDENTIAL':';.^1-'\ ■

[■'£'"V-"" ^{.RESIDENTIAL   ' V'-';^

"2i:

RESIDENTIAL

20

RESIDENTIAL ' v'

19 i

. SRfSIDfNTIAI

o o

o

.G,

o 0/

0

G--

0,

17

ir'--

o

■0

;i6

■o-

"O

-".15

-¹' V,

G

. RESIDENTIAL

■ RESIDENTIAL

RESIDENTIAL

RESIDENTIAL

RESIDENTIAL.

o

12

r .RESIDENTIAL

o

RESIDENTIAL

o

RESIDENTIAL

o

^; ::. 09i

RESIDENTIAL

■V^'.^v-"' V' '-'     - '

G

O

O

O.

G;

' 08;

RESIDENTIAL

O

O"

07,

o

,06' '

RESIDENTIAL

.RESIDENTIAL,

O'

05J

"residential 'j\(.k;

G"

.0

04

AMENITIES;'

 

o

O

01

+ 0'-0"

RETAIL IXOBBY | MECH

E|W Section

, 1136 S Wabash      01 192015

Chicago. IL

1136 S Wabash LLC      5725 001      \J.'J 09

 

Drawing Title 1136 S Wabash

Chicago IL

1136 S Wabash LLC      5725 COi SK-XXX

EXHIBIT D TO REDEVELOPMENT AGREEMENT BONUS WORKSHEET

[Attached]

CITY OF CHICAGO

DEPARTMENT OF PLANKING AND DEVELOPMENT BUREAU OF ZONING AND LAND USE APPL1CA TION FOR ZONING BONUS REVIEW

WORKSHEET: FAR BONUS CALCULATION

1136 -40 S.Wabash

Property Address: Zoning District: DX-12

ON-SITE BONUSES

Base FAR

0)

Amenity Formula:

Affordable Housing -On-Site

Public Plaza and Pocket Park

Chicago Riverwalk

Winter Garden Through-Block Connection (Indoor)

Through-Block Connection (Outdoor)

Sidewalk Widening

Arcade

Water Feature Upper-Level Setbacks (-7 & -10 Districts) Upper-Level Setbacks (-12 & -16 Districts) Lower-Level Planting Terrace Green Roofs Underground Parking (Levels -1 & -2) Underground Parking (Level -3 or lower) Underground Loading Parking Concealed by Occupiable Space

Total FAR Bonus On-Site Improvements

Amenity

area (in sq.ft.)

N/A

Lot area (in sq.ft.)

Premium Factor

1

1 1

0.66 1

2

1.25 0.3

0.3

0.4

1 0.3 0.15

0.2 0.15 0.4

FAR Bonus calculated (A/B) - C • D

FAR Bonus Cap

compare with

1.00 (-5) 1.75 (-7) 2.50 (-10) 3.60 (-12) 4.80 (-16) 6

25% of D

30% of D

30% of D 30% of D 25% of D

Rev. Piay. 2014

Page 1 of 2

OFF-SITE BONUSES

Calculation of Financial Contribution

Formula: Cash contribution for 1 sq.ft. of FAR bonus ⁼ 0.8 x median cost of 1 sq. ft. of buildable floor area

Base FAR

12 00

Amenity

Formula:

Off-Site Park or Riverwalk Street Lighling and Landscaping

Transit Station Improvements Pedwav Improvements Adopt-A-Landmark Affordable Housing Education

Bonused Square Feet Desired

38,052 sf

Discount Factor

B

0.8

0.8

0.8 0.8 0.8 0.8 0.8

median cost of 1 sqft. of buildable floor area (in S): See City Survey of Land Cost C

$22

Financial Contribution

'E=A*B*C $669,71&20

12.00

$22

Totals

38,052 sf

S669,715.20

Lot Area (in sq. ft)

FAR Bonus calculated

I = (F/G) * H

FAR Bonus Cap:

Compare wilh 20%ofH

20% of H

Comparison to FAR Bonus Cap

Total Bonused

Amenity

Base FAR

Formula

Off-Site Park or Riverwalk Street Lighling and Landscaping

Transit Station Improvements Pedwav Improvements Adopt-A-Landmark

Square Feet Desired

F

Affordable Housing

0.15

21,140

12.00

38,052 sf

Education

20%ofH ' 20% of H 20% of H 20% of H (-5) 25% of H (-7.-10) 30% of H (-12, -16)

25% of H (10) 30% of H (-12. -16)

If FAR Bonus calculated exceeds FAR Bonus Cap. the effective FAR Bonus for Off-Site Improvements is equal to the FAR Bonus Cap

Summary

Base FAR      12.00

FAR Bonus for On-Site Improvements 0.00

FAR Bonus for Off-Site Improvements      I SO

Total FAR      13.80

Total Financial Contribution      $669,715.20

Maximum Floor Area with Base FAR      253,680 sf

Floor Area with FAR-Bonus On-Site Improvements      0 sf

Floor Area with FAR Bonus Off-Site Improvements      38,052 sf

Total Maximum Floor Area      291,732 sf

Signature of Applicant \. n'lec (Hq/- Date Received by (Dept. of Planning & Dev.)

Date      &V\few '

Rev. May 2014

 

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION

A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: 1136 South Wabash. LLC

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:

1. [xj the Applicant

OR

1. [ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the

Applicant in which the Disclosing Party holds an interest:      

OR

3.      [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in

which the Disclosing Party holds a right of control:      

B. Business address of the Disclosing Party:      30 E. Roosevelt Rd, Chicago. IL 60605      

1. Telephone: 312-952-1453      Fax:      Email: keith@kgilesllc.com      
2. Name of contact person:   Keith M. Giles      
3. Federal Employer Identification No. (if you have one):      
4. 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):

Negotiated Sale of 1136 - 40 S. Wabash

G. Which City agency or department is requesting this EDS? DPD      

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification #      _^      and Contract #      

Vcr. 01-01-12

Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1.   Indicate the nature of the Disclosing Party:

] Person      [x]      Limited liability company

] Publicly registered business corporation       []      Limited liability partnership

] Privately held business corporation      [ ]      Joint venture

] Sole proprietorship      [ ]      Not-for-profit corporation

] General partnership      (Is the not-for-profit corporation also a 501(c)(3))?

] Limited partnership      [ ] Yes      [ ] No

] Trust      [ ]      Other (please specify)

2.   For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois

3.   For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

[ ] Yes      [ ] No      [x] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1.   List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).

If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title Keith Giles Manager

2.   Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a coiporation, partnership interest in a partnership or joint venture,

Page 2 of 13

interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.

Name      Business Address      Percentage Interest in the

Disclosing Party

Keith M. Giles 30 E. Roosevelt Rd., Chicago, IL 60605      100%

SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?

[ ] Yes      M No

If yes, please identify below the name(s)'of such City elected official(s) and describe such relationship(s):

SECTION IV ~ DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll.

"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 13

Name (indicate whether    Business      Relationship to Disclosing Party   Fees (indicate whether

retained or anticipated       Address       (subcontractor, attorney,      paid or estimated.) NOTE:

to be retained)      lobbyist, etc.)      "hourly rate" or "t.b.d." is

not an acceptable response.

Retained: Rolando R. Acosta 2949 W. Gregory St., Chicago, IL 60625    Atty.      $20,000 (est)

(Add sheets if necessary)

[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS

1. COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes      lyJNo      [] No person directly or indirectly owns 10% or more of the

Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes      [ ] No

1. FURTHER CERTIFICATIONS

1.   Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

1. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:

1. 1. 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;
   2. 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;
   3. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
   4. have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
   5. 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.
2. The certifications in subparts 3, 4 and 5 concern:

• the Disclosing Party;
• any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
• any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents"). ,

Page 5 of 13

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

1. 1. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State oflllinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
   2. 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 prospecti ve bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
   3. 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
2. violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

1. Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
2. Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
3. The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
4. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

Page 6 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

8.   To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").

None

9.   To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

1. The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is      [X| is not

a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.

1. If the Disclosing Party IS a financial institution, then lhe Disclosing Party pledges:

"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):

Page 7 of 13

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.

1. In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes      fc] No

NOTE:  If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.

1. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"): Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

[ ] Yes      [ ] No

1. If 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 acquired by any City official or employee.

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to

Page 8 of 13

comply wilh these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

X      1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of

the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders thai provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

      2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the

Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:

SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section Vll. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1.   List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):

(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2.   The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

Page 9 of 13

1. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
2. The Disclosing Party certifies that either: (i) it is not an organization described in section 501 (c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Interna] Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
3. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?

[ ] Yes      [ ] No

If "Yes," answer the three questions below:

1. 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

1. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

[ ] Yes      [ ] No

1. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?

[ ] Yes      [ ] No

If you checked "No" to question 1. or 2. above, please provide an explanation:

Page 10 of 13

SECTION VII-- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE

The Disclosing Party understands and agrees that:

1. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
2. The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicaRO.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N.

Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.

1. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
2. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E.      The information provided in this EDS must be kept current. In the event of changes, the Disclosing

Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a

contract being handled by the City's Department of Procurement Services, the Disclosing Party must

update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of

Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified

offenses), the information provided herein regarding eligibility must be kept current for a longer period,

as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.

The Disclosing Party represents and warrants that:

Page 11 of 13

F.1.    The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.

F.2     If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.

F.3     If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.1. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.

NOTE: If the Disclosing Party cannot certify as to any of the items in F.I., F.2. or F.3. above, an explanatory statement must be attached to this EDS.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and conrrjlete as of the date furnished to the City.

1I3(H. Wabash_; LLC

(Print ODTW/e\nafjfne of Disclosing Party)

 

(Sign here) Keith Giles

(Print or type name of person signing) Manager

(Print or type title of person signing)

OFFICIAL SEAL MELINDA LAWRENCE Notary Public - State of Illinois My Commission Expires Sep 5, 2017

at Cook

(state).

Signed and sworn to before me on (date) /yfimA /g.

County, Illinois

Notary Public.

Commission expires:

Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Appl icable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section Il.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes      [X] No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.

Page 13 of 13

CITV OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) tho Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed bv any legal entity which has only an indirect ownership interest in the Applicant.

1. Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?

I  lYcs f_X]No

1. If the Applicant is a legal entity publicly traded on an\ exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant fo Section 2-92-416 of the Municipal Code?

{  jYes      f ] No      JxJ Not Applicable

3.  If yes to (1) or (2) above, please identify below the name ofthe person or legal entity

identilied as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.

FILLING OUT THIS APPENDIX 15 CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OE THU ASSOCIATED EDS.