Office of the City Clerk - Record #: O2015-2808

This record contains private information, which has been redacted from public viewing.

Record #:

O2015-2808

Type:

Ordinance

Status:

Passed

Intro date:

4/15/2015

Current Controlling Legislative Body:

Committee on Housing and Real Estate

Final action:

5/6/2015

Title:

Sale of City-owned property at 4001-4059 S Halsted St to 41 Venture LLC

Sponsors:

Emanuel, Rahm

Topic:

PROPERTY - Sale

Attachments:

1. O2015-2808.pdf

Date	Journal Page Number	Action By	Action	Result	Action Details	Meeting Details	Captions
5/6/2015	108329	City Council	Passed	Pass	Action details	Meeting details	Not available
4/29/2015		Committee on Housing and Real Estate	Recommended to Pass	Pass	Action details	Meeting details	Not available
4/15/2015	105539	City Council	Referred		Action details	Meeting details	Not available

OFFICE OF THE MAYOR

CITY OF CHICAGO

RAHM EMANUEL

MAYOR

April 15,2015

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

Ladies and Gentlemen:

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

Your favorable consideration of these ordinances will be appreciated.

Mayor

Very truly yours,

ORDINANCE

WHEREAS, the City of Chicago (the "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, pursuant to an ordinance adopted by the City Council ofthe City (the "City Council"') on December 11,1996 and published at pages 35665 through 35875, in the Journal ofthe Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project ("Plan") for the Stockyards Annex Tax Increment Financing Redevelopment Project Area ("Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); and

WHEREAS, pursuant to an ordinance adopted by the City Council on December 11, 1996 and published at pages 35876 through 35881 in the Journal of such date, the Area was designated as a redevelopment project area pursuant to the Act; and

WHEREAS, pursuant to an ordinance adopted by the City Council on December 11, 1996 and published at pages 35882 through 35887 in the Journal of such date, tax increment financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan; and

WHEREAS, the Plan and the use of tax increment financing provide a mechanism to support new growth through leveraging private investment, and helping to finance land acquisition, demolition, remediation, site preparation and infrastructure for new development in the Area; and

WHEREAS, 41 Venture LLC, an Illinois limited liability company (the "Developer"), desires to purchase from the City, for its appraised fair market value of Six Hundred Ninety-Two Thousand Dollars ($692,000), the vacant real property commonly known as 4001-59 South Halsted Street, Chicago, Illinois, and legally described in Exhibit A attached hereto (subject to final title commitment and survey, the "Property"); and

WHEREAS, the Developer proposes to develop a minimum 40,000 sq. ft., industrial facility, parking and landscaping as per plans and City code, designed lo accommodate up to two (2) tenants. The construction will be tilt-up, pre-fab concrete panels, engineered steel or insulated panels, depending on the future user, with minimum 24' ceilings, six (6) exterior docks, two (2) drive-in doors, parking for thirty-four (34) cars and, in accordance with the City's Stormwater Management Ordinance, a 10,000 sq. ft. detention pond (collectively, the "Project").

WHEREAS, by Resolution No. 15-018-21, adopted by the Plan Commission ofthe City of Chicago (the "Plan Commission") on February 19, 2015, the Plan Commission recommended the sale of the Property; and

WHEREAS, by Resolution No. 15-CDC-4 adopted on February 10, 2015, the Community Development Commission authorized the Department of Planning and Development (the "Department") to advertise its intent to sell the Property to the Developer and request alternative proposals for the sale and redevelopment of the Property; and

WHEREAS, public notices advertising the proposed sale and requesting alternative proposals appeared in the Sun-Times on February 16 and 23, and March 2, 2015; and

WHEREAS, no alternative proposals have been received by the deadline set forth in the aforesaid public notices; 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 of the City Council.

SECTION 2. The sale of the Property to the Developer in the amount of Six Hundred Ninety-Two Thousand Dollars ($692,000) 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 ofthe 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 lo 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 OF PROPERTY (Subject to Title Commitment and Final Survey)

[To come]

PINs: 20-04-106-003, -005, -006 and -007

Commonly known as: 4001-59 South Halsted Street, Chicago, Illinois 60661

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 time ("Agreement"), is made on or as of the day of

, 2015 (the "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 41 VENTURE LLC, an Illinois limited liability company ("Developer"), located at 350 West Hubbard Street, Suite 222, Chicago, IL 60654.

RECITALS

WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council") on December 11, 1996 and published at pages 35665 through 35875, in the Journal of the Proceedings of the City Council (the "Journal") of such date, a certain redevelopment plan and project ("Plan") for the Stockyards Annex Tax Increment Financing Redevelopment Project Area ("Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); and

WHEREAS, pursuant to an ordinance adopted by the City Council on December 11, 1996 and published at pages 35882 through 35887 in the Journal of such date, tax increment

financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan; and

WHEREAS, the Developer desires to purchase from the City, for its appraised fair market value of Six Hundred Ninety-Two Thousand Dollars ($692,000), the vacant real property commonly known as 4001-59 South Halsted Street, Chicago, Illinois, which is located in the Area and is legally described on Exhibit A attached hereto (the "Property"), in order to redevelop the Properly as herein provided; and

WHEREAS, as a condition to the City's conveying the Property to the Developer, the City requires that the Developer enroll the Property in the Illinois Environmental Protection Agency ("IEPA") Site Remediation Program as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58 et seq and the regulations promulgated thereunder (the "SRP"). and, after conveyance of the Property, obtain a Final Comprehensive No Further Remediation Letter; and

WHEREAS, the City Council, pursuant to an ordinance ("Project Ordinance") adopted

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

through in the Journal of the Proceedings of the City Council for the

Adoption Date (such publication date, the "Ordinance Date"), authorized the sale of the Property to the Developer for Six Hundred Ninety-Two Thousand Dollars ($692,000), subject to the execution, delivery and recording of this Agreement, and in consideration of the Developer's fulfillment of its obligations under this Agreement, including the obligation to complete the Project, as described in Exhibit B attached hereto; and

WHEREAS, such Project includes the development of a minimum 40,000 sq. ft., industrial facility ("Building"), parking and landscaping as per plans and City code, designed to accommodate up to two (2) tenants, constructed with till-up, pre-fab concrete panels or insulated panels, depending on the future user, with minimum 24' ceilings, six (6) exterior docks, two (2) drive-in doors, parking for thirty-four (34) cars and a 10,000 sq. ft. detention pond, and shall exceed the requirements of the City's Stormwater Management ordinance (Municipal Code of Chicago, Chapter 11-18) by twenty percent (20%) per the City's Sustainability Development Policy.

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 / DUE DILIGENCE PERIOD.

Purchase Price. Subject to the terms, covenants and conditions of this Agreement, the City agrees to sell the Property to the Developer, and the Developer agrees to purchase the Property from the City, for Six Hundred Ninety-Two Thousand Dollars ($692,000) (the "Purchase Price") to be paid by certified check or wire transfer of immediately available funds, on the Property Closing Date (defined in Section 3), as follows: (a) the Developer shall pay Three Hundred Forty-Two Thousand Dollars ($342,000) to the City at the Property Closing (as defined in Section 3) in cash or by certified check or wire transfer of immediately available funds, and (b) the Developer shall deposit Three Hundred Fifty Thousand Dollars ($350,000) into a joint order escrow account ("Joint Escrow Account A") with the Title Company (as defined in Section 3 below) in accordance with Section 21.6. Funds deposited in Joint Escrow Account A may be invested at Developer's sole option.
Earnest Money. The City acknowledges that the Developer has deposited Thirty-Four Thousand Six Hundred Dollars ($34,600) with the Title Company as earnest money ("Earnest Money") into a joint order escrow account ("Joint Escrow Account B") pursuant to

that certain joint order escrow agreement between the City and the Developer, dated April ,

2015. At the Property Closing, the Earnest Money will be applied to the Purchase Price. The parties agree that the Title Company shall disburse the Earnest Money to the Developer if, prior to the expiration of the Due Diligence Period (as defined in Section 2.4), the Developer notifies the City in writing that the Developer will not close on the Property and elects to terminate this Agreement. The Developer shall pay all costs and fees associated with Joint Escrow Account B. Funds deposited in Joint Escrow Account B shall not be invested.

Performance Deposit. The Developer shall deposit into Joint Escrow Account B at the Property Closing (as defined in Section 3.2) the amount of Thirty-Four Thousand Six Hundred Dollars ($34,600), as security for the performance of the Developer's obligations under this Agreement ("Performance Deposit"). The parties agree that the Title Company shall disburse the Performance Deposit to the Developer solely upon the City's issuance of the Certificate of Completion (as defined in Section 12).
Due Diligence Period. The Developer shall have ninety (90) days following the RDA Closing Date (as defined in Section 3.1) (such 90-day period, or if extended, the "Due Diligence Period") to perform due diligence. The Commissioner of the Department (the "Commissioner") shall have the discretion to extend the Due Diligence Period by up to thirty (30) days for good cause shown by issuing a written extension letter. Within ten (10) days of the commencement ofthe Due Diligence Period, the City shall deliver lo the Developer copies of all environmental and geotechnical studies and reports relating lo the Property in the City's possession. During the Due Diligence Period, the Developer shall have the right lo (a) waive due diligence at any time and deliver to the City a notice to proceed to the Property Closing or (b) terminate this Agreement for any reason or no reason by written notice to the City. If the

Developer terminates this Agreement, then the Earnest Money shall be disbursed to the Developer and the parties shall thereafter have no further rights or obligations under this Agreement. If the Developer delivers the notice to proceed and provided the requirements of Section 3.2 have been satisfied, the City shall transfer the Property to the Developer in accordance with this Agreement. Notwithstanding anything in this Agreement to the contrary, following the expiration ofthe Due Diligence Period, the Developer shall not have any right to terminate this Agreement.

SECTION 3. CLOSINGS.

RDA Closing. The closing of the Agreement between the City and the Developer (the "RDA Closing", which occurs on the "RDA Closing Date") shall take place at the downtown offices of First American Title Insurance Company, 30 North LaSalle Street, Suite 310, Chicago IL 60602 (the "Title Company"). In no event shall the RDA Closing occur (1) until and unless the conditions precedent set forth in Section 8.1 are all satisfied, unless the Department, in its sole and absolute discretion, waives one or more of such conditions; and (2)

any later than three (3) months following the Ordinance Dale (i.e., ) (the "Outside

RDA Closing Date"), unless, at the Developer's request, the Department, in its sole and absolute discretion, extends the Outside RDA Closing Date. The Developer shall pay to record this Agreement and any other documents incident to RDA Closing.

Property Closing. Provided that Developer has not terminated this Agreement prior to the expiration of the Due Diligence Period, the closing of the transfer of the Property from the City to the Developer (the "Property Closing", which occurs on the "Property Closing Date") shall take place at the downtown offices of the Title Company. In no event shall the Property Closing occur (1) until and unless the conditions precedent set forth in Section 8.2 are all satisfied, unless the Department, in its sole and absolute discretion, waives one or more of such conditions; and (2) any later than twelve (12) months following the RDA Closing Date (the "Outside Property Closing Date"), unless, at the Developer's request, the Department, in its sole and absolute discretion, extends the Outside Property Closing Date. The Developer shall at any time prior to the Outside Property Closing Date to deliver a notice to proceed to the City, and, provided all other terms and conditions to the Property Closing have been satisfied (or will be satisfied as of the Closing Date), the City shall transfer the Property to the Developer promptly following receipt ofthe notice to proceed. At the Property 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 of the Property.

SECTION 4. CONVEYANCE OF TITLE.

4.1 Form of Deed. At the Property Closing, the City shall convey the Property to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed, to the following:

the Plan for the Area;
standard exceptions in an ALIA title insurance policy, if applicable;
general real estate taxes and any special assessments or other taxes;

all easements, encroachments, covenants and restrictions of record and not shown of record;

such other title defects that may exist; and

any and all exceptions caused by the acts of the Developer or its agents.

Recording Costs. The Developer shall pay to record the Deed and any other documents incident to the conveyance ofthe Property to the Developer.

4.3 Escrow. If the Developer requires conveyance through escrow, the Developer shall pay all escrow fees.

SECTION 5.

TITLE, SURVEY AND REAL ESTATE TAXES.

Title Commitment and Insurance. Not less than fourteen (14) days before the anticipated Property Closing Date, the Developer shalf 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 Property Closing Date, any title insurance, extended coverage and any endorsements it deems necessary. The City agrees to provide the Title Company with a completed ALI A 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 Property Closing. At the Property 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.
Survey. The Developer will be responsible for obtaining, at Developer's expense, a survey for the Property.

5.3 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 during the Due Diligence Period, 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 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 the use and insurability ofthe Property for the development ofthe Project, the Developer shall have the option to do one ofthe following: (1) accept title to the Property subject to the exceptions, without reduction in the Purchase Price; or (2) terminate this Agreement by delivery of written notice to the City, in which event this Agreement shall be null and void, and except as otherwise specifically provided herein, neither party shall, after disbursement of the Earnest Money to Developer, have any further right, duty or obligation hereunder. If the Developer elects not lo terminate this Agreement as aforesaid, Ihc Developer agrees to accept title subject lo all exceptions thai were not waived or released. In addition, after the Property Closing Date, the City agrees to cooperate with Developer and execute such documents as reasonably may be necessary to cause the Assessor's Office and/or Board of Review to change the real estate tax status of the Property.

SECTION 6. BUILDING PERMITS AND OTHER GOVERNMENTAL

APPROVALS.

The Developer shall apply for and obtain all necessary building permits and other approvals, including, without limitation, zoning approval (collectively, the "Governmental Approvals") necessary to construct the Project, prior to the Property Closing Date, unless the Department, in its sole and absolute 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

Dollars ($ ) (the "Preliminary Project Budget").

Not less than fourteen (14) days prior to the Property Closing Date, the Developer shall submit to the Department for approval: (1) a final budget for the Project which is for an amount not more than five percent (5%) less than the Preliminary Project Budget (the "Final Project Budget"): and (2) a substantially completed loan agreement for funds adequate to purchase the Property and construct the Project, as shall be acceptable to the Department, in its sole and absolute discretion (the "Proof of Financing").

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

8.1 RDA Closing. The obligations of the City to "close" this Agreement are contingent upon the Developer's satisfaction of the obligations set forth in Section 8.1(A) through 8.1 (E) no later than forty-five (45) days following the Ordinance Date, or by such other date as may be specified, unless waived or extended in writing by the Commissioner, in the Commissioner's sole and absolute discretion:

Legal Opinion. The Developer shall have delivered to the City a legal opinion staling, in pari, that the Developer has been duly organized and that ihe 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.
Due Diligence. The Developer shall have delivered to the City due diligence searches in Developer's 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.
Organization and Authority Documents. The Developer shall have delivered to the City articles of organization, including all amendments thereto, of the Developer, as furnished and certified by the Secretary of Stale ofthe Slate of Illinois; a Certificate of Good Standing dated no more than thirty (30) days prior to the RDA Closing Date, issued by the Office of the Secretary of State of the State of Illinois, as to the good standing of the Developer; and operating agreement, resolutions and such other organizational documents as the City may reasonably request.
Representations and Warranties. On the RDA Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.

Other Obligations. On the RDA Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as ofthe RDA Closing Date.
Developer Election Not to Proceed. At any time following the Ordinance Dale but prior to the expiration of the Due Diligence Period, the Developer may elect not to proceed with the transaction by delivering written notice lo the City. If the Developer elects not to proceed, the Developer shall deliver notice to the City and the City shall direct the Title Company to disburse the Earnest Money to the Developer.
City Right lo Terminate. If anv of the.conditions in this Section 8.1 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 after (a) delivery of written notice to the Developer at any time after the expiration of the applicable time period, stating the condition or conditions that have not been fulfilled, and (b) providing the Developer with forty-five (45) days to fulfill those conditions. If, after receiving notice and an opportunity to cure as described in the preceding sentence, the Developer still has not fulfilled the applicable conditions to the City's reasonable satisfaction, this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duly or obligation hereunder; provided, however, that the City shall direct the Title Company to disburse the Earnest Money to the City for the City's benefit. Any forbearance by the City in exercising ils right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.

8.2 Property Closing. The obligations of the City to close on the conveyance of the Property to the Developer are contingent upon each of the following items in Section 8.2(A) through Section 8.2(L) being satisfied at least fourteen (14) days prior to the Property Closing Date, or by such other date as may be specified, unless waived or extended in writing by the Commissioner, in the Commissioner's sole and absolute discretion:

Final Governmental Approvals. Developer shall have delivered to the City evidence of its receipt of all Governmental Approvals necessary to construct the Project.
Budget and Proof of Financing. The City shall have approved the Developer's Final Project Budget and Proof of Financing.
Simultaneous Loan Closing. The Developer shall close the financing necessary for the acquisition of the Project in advance of, or simultaneously with, the Properly Closing.
Insurance. The Developer shall provide evidence of insurance reasonably acceptable to Ihe City. The Cily 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 ofany permitted mortgagee) on any property insurance policies from the Property Closing Date through the date the City issues the Certificate of Completion. 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 lo the Developer's policy showing the City as an additional insured.

Due Diligence. The Developer shall have delivered to the Cily updated due diligence searches in Developer's 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.
1. Subordination Agreement. [Intentionally omitted]
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 fourteen (14) days prior to the Property Closing Date, the City shall have approved the Developer's compliance plan in accordance with Section 22.4.
Representations and Warranties. On the Property Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.

I. Other Obligations. On the Property 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 Property Closing Date.

J. Letter of Intent. The Developer shall have submitted to the Department one or more letters of intent for the lease of an aggregate amount of 20,000 sq. ft. or more in the Building.

K. 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 18.3 below. The City will deposit the Reconveyance Deed into a sole order escrow account with the Title Company, with the City having sole power of direction with respect to such escrow account. The Developer shall pay all costs associated with such escrow account.

L. Enrollment in SRP. The Developer shall have enrolled the Property in the

SRP.

M. Right to Terminate. If any of the conditions in this Section 8.2 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 after (a) delivery of written notice to the Developer at any time after the expiration of the applicable time period, stating the condition or conditions that have not been fulfilled, and (b) providing-the Developer-with forty-five (45) days to fulfill those conditions. If, after receiving notice and an opportunity to cure as described in the preceding sentence, the Developer still has not fulfilled the applicable conditions to the City's reasonable satisfaction, this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder; provided, however, that the City may direct the Title Company to disburse the Earnest Money to the City for the City's benefit. 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.

9.1 Site Plans. The Developer shall construct the Project on the Property in accordance with the site plan, specifications and architectural drawings prepared by

, Chicago, Illinois 606 , 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. Ifthe 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.

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 to: (1) the relocation, installation or construction of public or private utilities located on 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 in accordance with standard City procedures for such work.
Inspection by the City. For the period commencing on the Property Closing Date and continuing through the date the City issues the Certificate of Completion, any duly authorized representative of the 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").
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 signs 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 ofany Working Drawings and Specifications 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 Cily department; nor does the approval by the Department pursuant to this Agreement constitute an approval ofthe 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 lo the receipt of all necessary Government Approvals, the Developer shall commence construction of the Project no later than twelve (12) months following the Property Closing Date and shall complete the Project, as reasonably determined by the Department and evidenced by a Certificate of Completion, no later than eighteen (18) months following the Property Closing Date. The City shall grant the Developer an additional six (6) months to commence construction ofthe Project if the Developer demonstrates that it is diligently pursuing permits and/or tenants for the Building. Ifthe Developer requires such an extension, the Project completion date shall also be extended by six (6) months.

The Commissioner shall have discretion to extend the Project 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 construction of the Project.

The Project shall be constructed in accordance with all applicable Laws.

SECTION 12. CERTIFICATE OF COMPLETION.

Upon the later of completion of the Project and the Developer's providing the Department with a copy of the Final Comprehensive No Further Remediation Letter for the Property, the Developer shall request from the City a certificate of completion (the "Certificate of Completion"). Within forty-five (45) days thereof, the City shall provide the Developer with cither the Certificate of 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 Completion. If the Department requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Completion upon compliance with the City's response. The Certificate of 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. The recordation ofthe Certificate of Completion shall constitute a conclusive determination of satisfaction and termination of Developer's covenant to secure a Final Comprehensive No Further Remediation Letter for the Property.

SECTION 13. RESTRICTIONS ON USE.

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

The Developer shall construct the Project in accordance with the Working Plans and Specifications, this Agreement and all applicable Laws.
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 of the Property or any part thereof, except as permitted by applicable law.
The Developer shall devote the Property to one or more uses that are consistent with the Plan for so long as the Plan remains in effect.
The Developer shall devote the Property to one or more uses permitted within Planned Manufacturing District #8 or such other zoning classification that governs the Property.

SECTION 14. PROHIBITION AGAINST TRANSFER OF PROPERTY.

Prior to the City's issuance of the Certificate of 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 and absolute discretion: (a) directly or indirectly sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets or all or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) or any interest therein or the Developer's controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust), except for leases of tenant space in the Building; or (b) directly or indirectly assign this Agreement. The Developer acknowledges and agrees that the Department may withhold its consent under (a) or (b) above if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers or directors) is in violation of any Laws, or ifthe Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. If the Developer is a business entity, no principal party of the Developer (e.g., a general partner, member, manager or shareholder) may sell, transfer or assign any of its interest in the entity prior to the City's issuance of the Certificate of Completion to anyone other than another principal party, without the prior written consent ofthe Department, which consent shall be in the Department's sole and absolute discretion. The Developer must disclose the identity of all limited partners to the City at the time such limited partners obtain an interest in the Developer. In the event of a proposed sale, the City shall be provided copies of any and all sales contracts, 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 lo anti-scofflaw requirement).

For purposes of this Section 14:

^ "Appraised Fair Market Value ofthe 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.

"Developer Costs" means all costs and expenses incurred by Developer in connection with acquiring and developing the Property, including but not limited to professional fees (such as architectural, engineering, environmental and legal), development expenses such as costs to enroll the Property in the SRP, Governmental Approval fees, financing and equity costs, interest expense, carry costs, insurance, property maintenance costs and property taxes, land acquisition costs and expenses (other than the Purchase Price), hard and soft construction costs, environmental remediation costs and expenses and building commissioning costs.

"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.

"Occupant" means an individual or entity that will occupy one hundred percent (100%) or more of the floor space in the Building, as evidenced by a lease or letter of intent, and as reasonably determined by the Department.

"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 Properly undertaken in connection with financing the acquisition or improvement of ihe Property in which Howard Wedren 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:

Ifthe Department consents lo a Proposed Property Sale, and the purchaser is not an Occupant OR 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 fifty percent (50%) of the result ofthe following equation: (i) minus (ii) minus (iii), where (i) equals the greater of the Gross Sales Price and the Appraised Fair Market Value of the Property, (ii) equals the Purchase Price and (iii) equals the Developer Costs. The result of (i) minus (ii) minus (iii) equals the "Compensation to City for a Pre-

Construction Property Sale"'. The Developer shall not receive, any credit for, or refund of, its Earnest Money or Performance Deposit. The City shall tender its written consent simultaneously with the City's receipt of the Compensation to City for a Pre-Construction Property Sale.

Commencing on the date the City issues the Certificate of 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 Completion, the Developer shall not, without the Department's prior written consent, which consent shall be in the Department's sole and absolute discretion, 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 Final Project 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 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 or nominee 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. If any such mortgagee, affiliate or nominee succeeds to the Developer's interest in the Property prior to the issuance ofthe Certificate of 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, its affiliate or nominee), 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), and 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, affiliate or nominee) 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, and Section 13.1 shall terminate upon the issuance of the Certificate of Completion. The covenants contained in Section 13.2 shall remain in effect without limitation as to time. The covenant contained in Section 13.3 shall terminate upon the expiration of the Plan, as such expiration may be amended from time lo time in accordance with and pursuant to

applicable law. The covenant contained in Section 13.4 shall terminate upon the expiration of Planned Manufacturing District #8, as such district may be amended from time to time in accordance with and pursuant to applicable law. The covenants contained in Section 14 shall terminate upon the City's issuance ofthe Certificate of Completion, unless terminated in writing at an earlier date in the sole and absolute discretion of the Commissioner. The covenants contained in Section 15 shall terminate on the date the City issues the Certificate of Completion. All terminations referenced in this Section 17 shall occur as and when set forth herein and shall not require additional City action such as issuance of a release or further authorization by City Council.

SECTION 18. PERFORMANCE AND BREACH.

Time of the Essence. Time is of the essence in each party's performance of their respective obligations under this Agreement.
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 lime for the performance of the obligations shall be extended only for the period ofthe delay and only ifthe Developer requests it in writing of the City within thirty (30) days after the beginning of any such delay.
Breach

a. Generally. 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 dales as set forth in Section 3 herein, as such dates may have been extended by the Commissioner, in his sole and absolute discretion. Unless the failure to close is due to circumstances described in Section 18.2. above or caused by a breach by the City under ihe 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.

b. 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):

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
The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement, 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
A petition is filed by or against the Developer under the Federal Bankruptcy Code or any similar state or federal law, whether now or hereafter existing, which is not vacated, stayed or set aside within thirty (30) days after filing; or
Except as excused by Section 18.2 above, the Developer abandons or substantially suspends the construction work for a period of time greater than 60 days (no notice or cure period shall apply); or
Unless being contested in good faith by the Developer, 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
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

7. The Developer's financial condition or operations adversely

^v change to such an extent that would materially and adversely affect

the Developer's ability to complete the Project, which default is not cured pursuant lo Section 18.3.a.; or

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
Failure to close by the Outside RDA Closing Date or the Outside Property Closing Date, as such date may be extended by the

Department in its sole and absolute discretion in accordance with Section 3 of this Agreement; or

Failure to commence or completion construction in accordance with the timeframes set forth in Section 11 of this Agreement; or
Failure to timely pay real estate property taxes, which default is not cured pursuant to Section 18.3.a.

Prior to Conveyance. Prior to Property Closing, if an Event of Default occurs and is continuing, and the default is not cured in the time period provided herein, the City may terminate this Agreement, and institute any action or proceeding at law or in equity against the Developer.

After Conveyance. If an Event of Default (other than the Developer's failure to complete the Project within three years ofthe Property Closing Date) occurs after the Property Closing but prior to the issuance of the Certificate of 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 at law or in equity. If there is an Event of Default for failure to complete the Project within three years of the Property Closing Date, then the City may terminate this Agreement and exercise any and all remedies available to it at 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, revest title to the Property in the City and direct the Title Company to record 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 title to the Property revests in the City pursuant to the Right of Reverter, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the Property was owned by the Developer, and shall cause the release of all liens or encumbrances placed on the Property (except those permitted by Section 15) during the period of time the Property was owned by the Developer. The Developer will cooperate with the City to ensure that if the Title Company 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 (i) were on title as of the date and time that the City conveyed the Property to the Developer and (ii) utility easements.

Notwithstanding the foregoing to the contrary, prior to the City's exercise of its Right of Reverter, the City shall provide written notice to the Developer of its intent to exercise its Right of Reverter. The City shall grant the Developer an additional period of time such that the Developer has a total of ninety (90) days (from the date of the initial notice of default) to cure the applicable Event of Default, and, if the default is not capable of being cured within such 90-day period, and provided the Developer has commenced to cure the default and is diligently proceeding to cure the default within the 90-day period, and thereafter

diligently prosecutes such cure through to completion, then the 90-day period shall be extended for the length of time that is reasonably necessary to cure the default.

The City's Right of Reverter shall terminate on the date that is three (3) years after the Property Closing Date.

e. 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 City with respect to any specific default by the Developer shall be construed, considered or treated as a waiver of the 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 of the 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 ofany 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 interest in the event ofany 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 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) a Developer Event of Default that has occurred; (2) the failure of the Developer or any of Developer's contractors, subcontractors or agents to pay contractors, subcontractors or material suppliers in connection wilh Ihe 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 lo 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 ofthe reason for such termination).

SECTION 21. ENVIRONMENTAL MATTERS.

"AS IS" SALE. THE CITY MAKES NO COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT HAS MAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS ITS SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM AT ITS EXPENSE ANY ENVIRONMENTAL REMEDIATION WORK (AS DEFINED BELOW) AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. "Environmental Remediation Work" shall mean all investigation, sampling, monitoring, testing, reporting, removal (including, excavation, transportation and disposal), response, storage, remediation, treatment and other activities necessary for the performance of the Project, all in accordance with all requirements of IEPA, and all applicable Laws, including, without limitation, all applicable Environmental Laws.
Right of Entry. During the Due Diligence Period, the City shall grant the Developer the right, at its sole cost and expense, to enter the Property pursuant one or more right of entry agreements to inspect the same, perform surveys, environmental assessments, soil and any other due diligence it deems necessary or desirable to satisfy itself as to the condition of the Property. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property; provided, however, that such delivery shall not be deemed to be a representation or warranty as to the accuracy or completeness ofany such report.
Environmental Remediation. The Developer shall enroll the Property in the SRP and undertake all remediation work that may be needed on the Property promptly after the Property Closing in order to obtain a Final Comprehensive No Further Remediation Letter, and obtain such Final Comprehensive No Further Remediation Letter. The contractors selected by the Developer, and the terms of the contract ("Remediation Contract") must be approved by the City, which approval shall not be unreasonably withheld, prior to the commencement of any remediation work on the Property. The Developer shall be solely responsible for all site preparation costs, including, but not limited to, the removal of soil, pre-existing building

foundations, soil exceeding the IEPA's Tiered Approach to Cleanup Objectives for the proposed uses of the Property, and demolition debris, and the removal, disposal, storage, remediation, removal or treatment of Hazardous Waste (as defined in Section 21.6) from the Property.

The City, acting through its Department of Fleet and Facility Management, and any successor department thereto ("DFFM") shall have the right to review and approve the Draft No Further Remediation Letter (the "Draft NFR Letter").

After DFFM approves the Draft NFR Letter, the Developer covenants and agrees to complete all investigation, removal, response, disposal, remediation and other activities ("Remediation Work") necessary to obtain (as applicable) a Final Comprehensive No Further Remediation Letter from the IEPA approving the use of the Property for the Project, based on the Draft NFR Letter ("Final NFR Letter"). The Final NFR Letter may be reasonably conditioned upon use and maintenance of engineered barriers and other institutional or engineering controls acceptable to the IEPA. The City shall have the right to review in advance and approve all documents submitted to the IEPA under the SRP, as amended or supplemented from time to time, including, without limitation, the Comprehensive Site Investigation and Remediation Objectives Report, the Remedial Action Plan, and the Remedial Action Completion Report (collectively, the "SRP Documents") and any changes thereto. The Developer shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to environmental matters. The Developer shall bear sole responsibility for all aspects of the Remediation Work and any other investigative and cleanup costs associated with the Property. The Developer shall promptly transmit to the City copies of all SRP Documents prepared or received after the date hereof, including, without limitation, any written communications delivered to or received from the IEPA or other regulatory agencies with respect to the Remediation Work.

The Developer acknowledges and agrees that the City will not issue a Certificate of Completion or a Certificate of Occupancy for the Project until the IEPA has issued, and the City has approved, a Final Comprehensive NFR Letter for the Property.

The Developer must abide by the terms and conditions of the Final NFR letter.

21.4 Release and Indemnification. The Developer, on behalf of itself and its officers, directors, employees, successors, assigns and anyone claiming by, through or under them (collectively, the "Developer Parties"), hereby releases, relinquishes and forever discharges the City, its officers, agents and employees, from and against any and all Losses which the Developer ever had. now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, foreseen or unforeseen, now existing or occurring after the Property Closing Date, based upon, arising out of or in any way connected with, directly or indirectly (i) any environmental contamination, pollution or hazards associated with the Property or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Materials, or threatened release, emission or discharge of Hazardous Materials; (ii) the structural, physical or environmental condition of the Property, including, without limitation, the presence or suspected presence of Hazardous Materials in, on, under or

about the Property or the migration of Hazardous Materials from or to other Property; (iii) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any governmental or regulatory body response costs, natural resource damages or Losses arising under CERCLA; and (iv) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"); provided, however, the foregoing release shall not apply to the extent such Losses are proximately caused by the gross negligence or willful misconduct of the City following the Closing Date. Furthermore, the Developer shall indemnify, defend (through an attorney reasonably acceptable to the City) and hold the City and its officers, agents and employees harmless from and against any and all Losses which may be made or asserted by any third parties (including, without limitation, any of the Developer Parties) arising out of or in any way connected with, directly or indirectly, any of the Released Claims, except as provided in the immediately preceding sentence for the City's gross negligence or willful misconduct following the Property Closing Date.

Release Runs with the Property. The covenant of release in Section 21.4 above shall run with the Property, and shall be binding upon all successors and assigns of the Developer with respect to the Property, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the Property under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the Property to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation ofthe Developer or Developer Parties ariseor be alleged to arise in connection with any environmental, soil or other condition of the Property, the Developer and any of the Developer Parties shall not assert that those obligations must be satisfied in whole or in part by the City, because Section 21.4 contains a full, complete and final release of all such claims, except as provided in such section for the City's gross negligence or willful misconduct following the Closing Date.
Joint Order Escrow Agreement. On the Property Closing Date, the Developer, the City and the Title Company shall have executed a joint order escrow agreement, substantially in the form attached hereto as Exhibit D (the "Joint Order Escrow Agreement"). The Developer shall deposit into the escrow account Three Hundred Fifty Thousand Dollars ($350,000). The Developer acknowledges that the funds in the escrow account shall be used solely to reimburse the Developer for (a) the "Incremental Costs" (as defined below) the Developer has incurred for the removal (including, excavation, transportation and disposal), storage, remediation, or treatment of "Hazardous Waste" (as defined below) from the Property and (b) the "Geotechnical Costs" (as defined below) the Developer has incurred as part of the construction of the Project. The Developer acknowledges that the City will not pay for any Geotechnical Costs or for the removal (including, excavation, transportation and disposal), storage, remediation or treatment costs associated with any material from the Property, including any material meeting regulatory criteria of Hazardous Waste, and (ii) the Developer is solely responsible for all Geotechnical Costs and the removal (including, excavation, transportation and disposal), storage, remediation

or treatment costs associated with material meeting regulatory criteria of Hazardous Waste, even if those costs exceed Three Hundred Fifty Thousand Dollars ($350,000). Any funds remaining in the joint order escrow account following the Escrowee's payment from the escrow account of the Geotechnical Costs and the Incremental Costs shall be paid lo the City. The Developer shall pay all escrow fees.

"Geotechnical Costs" means those hard costs the Developer incurs for the installation of any foundation system (excluding slab-on-grade) for the construction of the Project, including any spoils removal and disposal resulting from such installation, but specifically excluding any consulting, professional and legal costs and fees or other expenses.

"Hazardous Waste" means and includes (a) a characteristic waste, which exhibits one or more of four characteristics defined in 40 CFR Part 261 Subpart C, (b) any other material, substance or waste that must be removed or remediated in order for the Developer to obtain the Final NFR Letter required for the Property, and (c) underground storage tanks and related petroleum contaminated soils limited only to material exceeding soil saturation limits or material meeting RCRA hazardous waste criteria. Notwithstanding the preceding sentence, in no event shall "Hazardous Waste" mean and include any material, substance or waste removed from the Property that, due to the historical depositing of debris, rubble, ash, and fill materials after the Chicago Fire in the South Loop and in other portions ofthe City, has led to historically-elevated background levels of elements such as arsenic and lead, and elevated background levels for PNAs and other substances in such areas. Similarly, no costs associated with disposing of materials, substances or wastes containing such elevated background levels shall be included as "Incremental Costs" (as defined below). DFFM, in consultation with the Developer's environmental consultant, shall cooperate in reviewing removal and remediation measures and records to determine when and to what extent such elevated background levels are present in any applicable material, substance or waste for purposes of such "Hazardous Waste" and "Incremental Cost" determinations.

"Incremental costs" refers to the difference in costs, if any, between (i) the removal (including, excavation, transportation and disposal), storage, remediation and treatment costs for Hazardous Wastes that the Developer incurs and (ii) the costs for performing similar work had the Property not contained Hazardous Wastes. Such costs must be based on the Developer's actual costs, identified in a contract and verified by actual receipts, with no markup by the Developer for these costs. For example, if the cost for disposing ofthe Hazardous Waste on the Property was $10 and the cost of disposing ofthe same quantity of material from the Property had it not been Hazardous Waste was $8, then the incremental costs for the disposal of such material is $2. "Incremental Costs" specifically excludes any costs relating to investigation, sampling, monitoring and testing related to disposal of potential or actual "Hazardous Waste" and future testing related to environmental remediation approved by city, state or federal environmental agencies, and any consulting, professional and legal costs and fees or other expenses. The Developer shall have no obligation to perform any removal, storage, remediation or treatment prior to the Property Closing Date.

21.7 Survival. This Section 21 shall survive the Property Closing Date or any termination of this Agreement (regardless ofthe reason for such termination).

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 ofthe Project:

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. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action lo 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 lo be provided by the Cily 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 thai all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds.
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.
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 the Illinois Human Rights Act, 775 ILCS 5/1 101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto.
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.
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.

(f) 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 this 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.

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 of the City of Chicago.
"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.
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.
The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH 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, the date that the Developer or Employer hired the employee should be written in after the employee's name.
The Developer and the Employers shall provide full access lo 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 ihe issuance ofthe Certificate of Completion.

At the direction ofthe 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.
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.
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 perfomied 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 Final Project 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 ofthe 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.

22.3 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:

(a) Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seg., 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% of the aggregate hard construction costs shall be expended for contract participation by women owned businesses.

For purposes of this Section 22.3 only:

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.
Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBE/WBE 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 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 ofthe 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 ofthc 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 ofthe Department.
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 of the 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.

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.
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 wilh all Section 22 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 22, the 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 of the 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 ofany such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (w) issue a written demand to the Developer to halt construction of the Project, (x) withhold any further payment of any City funds to the Developer or the

general contractor, or (y) seek any other remedies against the Developer available at law or in equity.

SECTION 23. REPRESENTATIONS AND WARRANTIES.

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 to the City that as ofthe date of this Agreement, as ofthe RDA Closing Date and as of the Property Closing Dale, the following shall be true and correct in all respects:

The Developer is a 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 of the Developer has the authority to do so.
All certifications and statements contained in the Economic Disclosure Statement last submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
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.
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 parly 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 to perform its obligations hereunder; or (b) materially affect the operation or financial condition of the Developer.
To the best of the Developer's knowledge, the Project will not violate: (a) any Laws, including, without limitation, any zoning and building codes and environmental regulations; or (b) any building permit, restriction of record or other agreement affecting the Property.
Representations and Warranties ofthe 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, and the person signing this Agreement on behalf of the City has the authority to do so.
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 of the 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:

If to the City: City of Chicago

Department of Planning and Development

121 North LaSalle Street

Room 1000 City Hall

Chicago, Illinois 60602

Attn: Commissioner

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:

41 Venture LLC

350 West Hubbard Street, Suite 222

Chicago, Illinois 60654

Attn: Howard Wedren

Fax:

With a copy to:

Dykema Gossett PLLC 10 South Wacker Drive, Suite 2300 Chicago, Illinois 60606 Attn: Andrew Scott Fax: (312)627-2302

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 hereunder, 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.

SECTION 30. TERMINATION.

In the event that a closing has not occurred by the applicable outside closing date, or any extensions thereof in the Department's sole and absolute discretion or notice and cure period, then the City may terminate this Agreement upon written notice to the Developer.

SECTION 31. RECORDATION OF AGREEMENT.

The Developer shall record, or cause the Title Company to record, this Agreement at the Office of the Cook County Recorder of Deeds. The Developer 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, conditioned, 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 described in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any Cily 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, 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 ofany 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 term 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 ofany amount to the Mayor or to the Mayor's political fundraising committee; (2) reimburse its employees for a contribution ofany 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 lo intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.

Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole and absolute 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 lo the closing of this Agreement, the City may elect lo 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 of the 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:

they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners:

The partners have been residing together for at least 12 months.
The partners have common or joint ownership of a residence.
The partners have at least two of the following arrangements:

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.
Each partner identifies the other partner as a primary beneficiary in a will.

"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.

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 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of 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.

It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee ofthc 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 CITY HIRING PLAN.

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.
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.
Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment ofany personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.

(iv) In the event of any communication to Developer by a City employee or City official in violation of subparagraph (ii) above, or advocating a violation of subparagraph (iii) 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 (the "OIG"), and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by the OIG.

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]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the 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

41 VENTURE LLC,

an Illinois limited liability company

By:

Howard Wedren Sole member

STATE OF ILLINOIS )

) SS.

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 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.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

STATE OF ILLINOIS COUNTY OF COOK

)

) SS. )

I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Howard Wedren, personally known to me to be the sole member of 41 Venture 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 company, as her/his free and voluntary act and as the free and voluntary act and deed of said company, for the uses and purposes therein set forth.

GIVEN under my notarial seal this day of , 20 .

NOTARY PUBLIC

(sub) EXHIBIT A TO REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF PROPERTY

(Subject to final title commitment and survey)

[To come]

PINs: 20-04-106-003, -005, -006 and -007

Commonly known as: 4001-59 South Halsted Street, Chicago, Illinois 60661

(sub) EXHIBIT B TO REDEVELOPMENT AGREEMENT

NARRATIVE DESCRIPTION OF PROJECT

Developer to develop a minimum 40,000 sq. ft., industrial facility, parking and landscaping as per plans and City code, designed to accommodate up to two (2) tenants. The construction will be tilt-up, pre-fab concrete panels, engineered steel or insulated panels, depending on the future user, with minimum 24' ceilings, six (6) exterior docks, two (2) drive-in doors, parking for thirty-four (34) cars and, in accordance with the City's Stormwater Management Ordinance, a 10,000 sq. ft. detention pond. Automobile access will be from Halsted Street and truck access from Emerald Avenue. The project is expected to create a minimum of fifteen (15) jobs and approximately fifty-five (55) temporary construction jobs, but such projections do not impose any obligations on the Developer or occupants of the Building to create and/or maintain such jobs. The development will exceed the requirements of the City's Stormwater Management ordinance (Municipal Code of Chicago, Chapter 11-18) by twenty percent (20%) per the City's Sustainability Development Policy. The Project may or may not include tenant build out ofthe Building, and the Developer's obligations pursuant to this Agreement shall not be deemed to include any such build out.

(sub) EXHIBIT C TO REDEVELOPMENT AGREEMENT WORKING DRAWINGS AND SPECIFICATIONS

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(sub) EXHIBIT D TO REDEVELOPMENT AGREEMENT JOINT ORDER ESCROW AGREEMENT [Attached]

JOINT ORDER ESCROW AGREEMENT

Escrow No. Date: , 20

To: ("Escrowee'")

Parties: (a) 41 VENTURE LLC, an Illinois limited liability company ("Developer")

(b) CITY OF CHICAGO, an Illinois municipal corporation and home rule unit of government("City")

The accompanying Three Hundred Fifty Thousand Dollars ($350,000) is deposited with Escrowee and shall be used solely to reimburse Developer for "Geotechnical Costs" and for the "Incremental Costs" for costs incurred by Developer for the removal, disposal, storage, remediation, or treatment of "Hazardous Waste" from the "Property," as defined in. and determined and otherwise governed by the Agreement for the Sale and Redevelopment of Land

between Developer and the City of Chicago, dated , 20 (the "RDA").

The Property is legally described in the attached Exhibit 1 and commonly known as 4001-59 South Halsted Street, Chicago, Illinois.

The funds shall be disbursed by Escrowee only upon the written joint order of (1) Howard Wedren, in his capacity as the sole member of Developer, or his duly authorized designee and (2) John Molloy, in his capacity as Economic Development Coordinator, City of Chicago, Department of Planning and Development ("Department"), or any Deputy Commissioner, Managing Deputy Commissioner, or Commissioner of Department. That written order must be substantially in the form of Exhibit 2 attached hereto. With respect to Incremental Costs, the joint order shall be accompanied by a written statement from

[environmental consultant], the Developer's environmental

consultant, in substantially the form of Exhibit 3 attached hereto, which statement shall be attached to the joint order.

Escrowee is hereby expressly authorized to disregard, in its sole discretion, any and all notices or warnings given by any of the parties to this Agreement, or by any other person or corporation, but Escrowee is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or decrees entered or issued by any court with or without jurisdiction, and in case Escrowee obeys or complies with any such order, judgment or decree of any court, it shall not be liable to any of the parties to this Agreement or any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being entered without jurisdiction or being subsequently reversed, modified, annulled-, set aside or vacated. In case ofany suit or proceeding regarding this Agreement, to which Escrowee is or may be at any time become a party, Escrowee shall have a lien on the escrow funds for any and all costs and attorney's fees, whether such attorney shall be regularly retained or specifically employed, and any other expenses that Escrowee may have incurred or become liable for an account thereof out of said escrow funds, and the parties to this Agreement jointly and severally agree to pay Escrowee upon demand all such costs, fees and expenses so incurred.

In no case shall escrow funds be surrendered except on a joint order signed by Developer and the City or their respective legal representatives or successors or as directed pursuant to Section 2 above or in obedience ofthe process or order of court as provided in this Agreement.
If conflicting demands are made upon Escrowee or legal action is brought in connection with this Agreement, Escrowee may withhold all performance without liability therefore, or Escrowee may file suit for interpleader or declaratory relief. If Escrowee is required to respond to any legal summons or proceedings, or if any action of interpleader or declaratory relief is brought by Escrowee, or if conflicting demands or notice by parties to this Agreement or by others are served upon Escrowee, the parties jointly and severally agree to pay escrow fees and all costs, expenses, and attorney's fees expended or incurred by Escrowee as a result of any of the above described events. The undersigned parties further agree to save Escrowee harmless from all losses and expenses, including reasonable attorney's fees and court costs incurred by reason of any claim, demand, or action filed wilh respect lo this Agreement. The undersigned jointly and severally agree to pay the fees of Escrowee and reimburse Escrowee for all expenses incurred in connection with this Agreement and direct that all sums due to Escrowee pursuant to this Agreement be deducted from the escrow funds. The undersigned hereby grant Escrowee a lien against the escrow funds to secure all sums due Escrowee. The Escrowee shall not be liable for any act which it may do or omit to do hereunder in good faith and the reasonable exercise of its own best judgment. Any act done or omitted by the Escrowee pursuant to the advice of its legal counsel shall be deemed conclusively to have been performed in good faith by the Escrowee.
This Agreement is intended to implement, is not intended to cancel, supersede or modify the terms ofthe RDA, or any agreement by and between Developer and the City. The duties and responsibilities of Escrowee are limited to this Agreement and the Escrowee shall not be subject to nor obligated to recognize any other agreement between the parties, provided, however, that these escrow instructions may be amended at any time by an instrument in writing signed by all of the undersigned.
At the Developer's sole option, the escrow may be invested in an interest-bearing account ("Account"), upon separate written instruction with a completed W-9. Any change in the manner of investment shall be requested by a joint written and signed order of Developer and the City. Escrowee shall, upon written request, furnish information concerning its procedures, rates and fee schedules for investments. It is understood by the parties to this Agreement that Escrowee is not responsible for any loss of principal or interest which may be incurred as a result of making or redeeming investments pursuant to the written directions of Developer and the City.
Developer and the City warrant to and agree with Escrowee that, unless otherwise expressly set forth in this Agreement: (a) there is no security interest in the escrow funds or any part thereof; (b) no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the escrow funds or any part thereof; and (c) Escrowee shall have no responsibility at any time to ascertain whether or not any security interest exists in the escrow funds or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the escrow funds or any part thereof.

9. The fee for establishing the escrow is $ , payable by Developer at the time the

escrow funds are deposited. An annual fee of $ will be due from Developer for each year

(or part thereof) the Escrow remains open (with any part of the deposit not disbursed) after

, 20 . Wire transfer or overnight delivery fees will be assessed at the rate of

$ each. The investment fee for the escrow deposit will be $ and $ for each

partial disbursement from the initial investment. Fees not paid within thirty (30) days of invoicing may be deducted from the deposit held by the Escrowee without further notice to the parties.

10. may resign as Escrowee by giving ten (10) days prior

written notice by certified mail, return receipt requested, sent to Developer and the City care of their designated representatives and at the addresses set forth below; and thereafter Escrowee shall deliver all remaining escrow funds to a successor Escrowee named by Developer and the Cily in a joint written and signed order. If Developer and the City do not agree on a successor Escrowee, then Escrowee shall deliver all remaining escrow funds to the City.

This Agreement shall terminate upon the earlier of: (1) Escrowee's receiving notice from both Developer and the City that all Environmental Remediation Work (as defined in Section 22.1 of the RDA) has been completed; or (2) Escrowee's receiving notice from the City that a default has occurred under the RDA and not been cured within cure period provided for under Section 19.3 of the RDA; or (3) when all the escrow funds have been disbursed. On termination, all remaining escrow funds, if any, and accumulated interest on the escrow funds shall be paid to the City.
Any notice which the Parties hereto are required or desire to give hereunder to any of the undersigned shall be in writing and may be given by mailing or delivering the same to the address of the undersigned by certified mail, return receipt requested, overnight courier or telecopier transmission wilh confirmation following by first class mail:

Developer:

41 Venture LLC

350 West Hubbard Street, Suite 222

Chicago, Illinois 60654

Attn: Howard Wedren

FAX:

City:

Department of Planning and Development City Hall, Room 1000 121 North LaSalle Street Chicago, IL 60602 FAX: 312-742-9899

Attention: John Molloy, Economic Development Coordinator

Escrowee:

Attention: Tel: 312-_ FAX: 312-E-mail:

41 VENTURE LLC CITY OF CHICAGO

By:

By: Howard Wedren, sole member Name:_

Its:

ESCROWEE:

By:

Name:

(sub) EXHIBIT 1 to Joint Order Escrow Agreement LEGAL DESCRIPTION OF PROPERTY

[To come]

PINs: 20-04-106-003, -005, -006 and -007

Commonly known as: 4001-59 South Halsted Street, Chicago, Illinois 60661

(sub) EXHIBIT 2 to Joint Order Escrow Agreement

Disbursement Direction

I, , the of Developer, hereby

direct , Escrowee, under its Escrow Number to pay

to the sum of $ from the cash Deposit held

in said Escrow.

Dated:

By:_ Name: Its:

I, John Molloy, Economic Development Coordinator of the City of Chicago Department of Planning and Development, hereby authorize the Disbursement requested above approving its payment as so directed.

Dated: City of Chicago, acting by and through its

Department of Planning and Development

By:

John Molloy

Economic Development Coordinator

(sub) EXHIBIT 3 to Joint Order Escrow Agreement

The undersigned has served as the environmental consultant to the Developer and hereby

certifies that the accompanying joint written order seeks funds to reimburse the Developer for

"Incremental Costs" incurred by Developer for the removal, disposal, storage, remediation, or

treatment of "Hazardous Waste" from the "Property," as defined in, and determined and

governed by, the Agreement for the Sale and Redevelopment of Land between Developer and

the City of Chicago, dated , 20

Dated: [environmental consultant]

By: :

Name:

Title:

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION

A. Legal name of (he Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

j/jl/A^ Ll_c

Cheek ONE oltlic following tlircc boxes:

Indicate whether the Disclosing Party submitting this EDS is:

tXL-lhc Applicant

[ ] a legal entity holding a direct or indirect interest in the Applicant. Stale the legal name ofthe

Applicant in which the Disclosing Parly holds an interest:

3. 1] a legal entity wilh a right of control (see Section II.B.l.) State the legal name ofthc entity in

which the Disclosing Parly holds a right of control:

B. Business address of the

le Disclosing Party: ^Q lJ<v<A" iVi^gf-^ S~Vrag_J

TeJephone^l.^n. \XA^ Fax: _ Email- VvQj^.cd^
Name of contact person: \icH^pr~^ V^J-^-e-cJ r<-. J

Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or oilier undertaking (referred to below as the "Matter") to which this EDS pertains. (Tncludc project number and location of property, if applicable):

Mi2o^JL^^.-^g^i.J ^ -CAm gOajJ i^J^A . ^.

Which Cily agency or department is requesting this EDS?__J/\ ^_₀v_^_ -V "T^t- vJ eXjf^- Sat-²*-⁵^

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

Specification// and Contract it

Vit. (ll-UI-12

Page 1 of 13

SECTION M -- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

I. Indicate the nature ofthc Disclosing Party:

[ ] Person

[ ] Publicly registered business corporation

f ] Privately held business corporation

[ ] Sole proprietorship

[ ] General partnership

[ J Limited partnership

[] Trust

[^Limited liability company

[ ] Limited liability partnership

[ ] Joint venture

[ ] Not-for-profit corporation

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

[ ] Yes L J No

[ ] Other (please specify)

2. For legal entities, the stale (or foreign country) of incorporation or organisation, if applicable:

3. For legal entities nol organized in the Slate of Illinois: Has the organization registered lo do business in the State of Illinois as a foreign entity?

| ] Yes f ] No | ] N/A

13. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which arc 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 ihe enlily 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 olher person or entity that controls the day-to-day management of the Disclosing Parly. NOTE: Each legal enlily listed below must submit an EDS on its own behalf.

Name

Tillc

2. Please provide the following information concerning each person or enlily having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an intcicsl include shares in a corporation, pailnership 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 Cily may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.

Name T3usiness Address Percentage Interest in the

Disclosing Party

V^j«s^A*»Sa5^ v^s> -v^^A^A. y<^ ^

Si;-riN&._2^_?r

Sj^J^^_^^^_^.-^J5J^

SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS

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

[ ] Yes luVtfo

If yes, please identify below the name(s) of such City elected official(s) and describe such rclaiionship(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 oihcr person or entity whom the Disclosing Parly has retained or expects to retain in connection with ihe Matter, as well as the nature of the relationship, and the total amount of ihe fees paid or estimated lo be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.

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

If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly 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

Address

retained or anticipated to be retained)

(subcontractor, attorney, lobbyist, etc.)

paid or estimated.) NOTE: "hourly rate" or "t.b.d." is nol ^!m af'pnisiblc response.

S>~L> _vO>T^

(Add sheets if necessary)

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

COURT-ORDERED CHILD SUPPORT COMPLIANCE

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

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

( ] Yes [ ] No person directly or indirectly owns 10% or more ofthc

Disclosing Parly.

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

[ J Yes [ ] No

FURTHER CERTIFICATIONS

1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article l")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), ifthe Disclosing Parly 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 wilh, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy lo commit bribery, theft, fniud, 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 wilh Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the peimancnt compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.

Page 4 of 13

2. The Disclosing Party and, ifthe Disclosing Parly is a legal entity, all of those persons or entities identified in Section 11.13.1. of this EDS:

arc nor presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government,
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, slate 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;
arc nol presently indicted for, or criminally or civilly charged by, a governmental entity (federal, stale or local) with committing any of thc.offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, slate or local) terminated for cause or default; and

c. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the Cily or by the federal government, any slate, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:

- (he Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Parly in connection with the Matter, including but not limited lo all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Enlily" (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 stale or local government, including the Cily, using substantially ihe same management, ownership, or principals as the ineligible entity); wilh respect lo Contractors, ihe term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by il, or, wilh the Contractor, is under common control of another person or entity;
any responsible official ofthc Disclosing Parly, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to (he direction or authorization of a responsible official of (he Disclosing Party, any Contractor or any Affiliated Enlily (collectively "Agents").

Page 5 of 13

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

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthc City, the State of Illinois, or any agency ofthc federal government or of any state or local government in the United Stales of America, in that officer's or employee's official capacity;
agreed or colluded wilh other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of ag/ecmcnt or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have nol been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

A. Neither ihe Disclosing Parly, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of stale 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-rolating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains ihe same elements as the offense of bid-rigging or bid-rotating.

Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by Ihc Office of Foreign Assets Control ofthc U.S. Department ofthc Treasury or the Bureau ol" Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons Lisl, the Unverified List, the Entity List and the Debarred List.
The Disclosing Parly 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 ihc Municipal Code.
Ifthe Disclosing Parly is unable to certify to any ofthe 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 ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of t^ie City of Chicaeo ("if none, indicate with "N/A" or "none").

_^P\rX> .

9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution dale of this EDS, to an employee, or elected or appointed official, of the Cily of Chicago. For purposes of this statement, a "gift" does nol 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 lisl the name ofthe City recipient.

__^Ar>

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Parly certifies that Ihc Disclosing Party (check one) [ *] is \<X>*r^>^

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

lf the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

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

If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of Ihc Municipal Code) is a predatory lender within ihe 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 2-1 56 ofthe Municipal Code have the same meanings when used in this Part D.

I. 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 ofany other person or entity in the Matter?

[JYes

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

2. Unless sold pursuant lo 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 properly that (i) belongs to the City, or (ii) is sold

for taxes or assessments, or (iii) is sold by virtue of legal process at Ihc suit of the City (collectively,

"Cily Properly Sale"). Compensation for properly taken pursuant lo ihc City's eminent domain power

docs not constitute a financial interest within the meaning of this Part D.

Does the Maw-er involve a City Properly Sale?

|-:.Yes | j No

3. ' If you checked "Yes" lo Item D.l., provide the names and business addresses ofthe Cily

officials or employees having such interest and identify the nature of such interest:

Name Business Address Nature of Interest

A. The Disclosing Parly Anther certifies that no prohibited financial interest m the Mailer will be acquired by any Cily official or employee.

E CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check cither I. or 2 below. If the Disclosing Parly checks 2., the Disclosing Parly must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure (o

Page 8 of 13

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

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

2. The Disclosing Parly verifies that, as a result of conducting Ihe search in step I above, the

Disclosing Parly has found records of investments or profits from slavciy or slaveholder insurance policies. The Disclosing Parly verifies (hat the following constitutes full disclosure of all such records, including the names ofany 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 lo Section Vll. For purposes of this Section VI, tax credits allocated by the Cily and proceeds of debt obligations of Ihc City arc not federal funding.

A. CERTIFICATION REGARDING LOBBYING

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

(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, il 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 Parly wilh respect to the Matter.)

2. The Disclosing Party has not spent and will nol 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 ofany agency, as defined by applicable fcdcial law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

Page 9 of 13

The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A.l. and A.l. above.
The Disclosing Parly certifies that cither: (i) it is not an organization described in seclion 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
Ifthe Disclosing Party is the Applicant, ihe Disclosing Party must obtain certifications equal in form and substance to paragraphs A.I. 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 lo the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If ihe 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

lf "Yes," answer the three questions below:

Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (Sec 41 CFR Part 60-2.)
Yes □ No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
Yes □ No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
Yes □ No

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:

The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, Cily assistance, or other City action, and are materia) inducements to the Cily's execution of any contract or taking other action with respect to the Mailer. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The Cily'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.cilyofchicago.orR/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 musl comply fully with the applicable ordinances.

ff 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 Cily 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 Parly to participate in other transactions wilh the City. Remedies at law for a false statement of material fact may include incarceration and an award to ihc Cily of treble damages.
ll is the Cily's policy lo make this document available to ihc public on its Internet site and/or upon request. Some or all ofthc information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response lo a Freedom of Information Ael request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have againsl the City in connection with Ihc public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.

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

Patty musl supplement this EDS up to the time the Cily takes action on Ihc Matter. Ifthe 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 1 of

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

offenses), the information provided herein regarding eligibility musl be kepi current for a longer period,

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

The Disclosing Party represents and warrants thai:

Page 1 1 of 13

F.I. The Disclosing Parly is nol delinquent in the payment ofany tax administered by the Illinois Department of Revenue, nor arc Ihc Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed lo 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 Ifthe Disclosing Parly 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 ihc Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or lo be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will nol, 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 lo believe has not provided or cannot provide truthful certifications.

NOTE: Ifthe Disclosing Party cannot certify as to any ofthc items in F.l F.2. or F.3. above, an explanatory statement musl be attached to this EDS.

CERTIFICATION

Under penally of perjury, the person signing below: (I) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthc Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) arc true, accurate and complete as ofthc daie furnished lo the City.

(Print or type name of Disclosing Party)

rt here)

>)f^D>

(Print or type name of person signing)

(Print or type tiile of person signing)

Signed and sworn to before me on (date) __vt_.__J^,,,__J

at ULlzJC Counly, Ji|iy^./5. (state).

nyfssion empires: /ixl j(^~^^

Notary Public

Com

Page 12 of 13

OFFICIAL SEAL BENJAMIN M WElSHAAR Notary Public - Slate of Illinois Mf Commission Eicuei Dec 15. 2018

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) Ihe 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 Parly must disclose whether such Disclosing Parly or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected cily official or department head. A "familial relationship" exists if, as ofthc date this EDS is signed, the Disclosing Parly or any "Applicable Parly" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the cily clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthc 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, slcpfalhcr 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 II.B.l.a., ifthe Disclosing Party is a corporation; all partners ofthc Disclosing Party, ifthe Disclosing Parly is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Parly. "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.

Docs the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected cityofficial or department head?

[ JYes \jdo

If yes, please identify below (1) the name and title of such person, (2) the name ofthc 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) ihc precise nature of such familial relationship.

Page 13 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is fo be completed only by (a) Ihe 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 by 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 lo Section 2-92-416 of the Municipal Code?

O Yes

fT/No'

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

Q Yes Q No jTJ^Not Applicable

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

identified 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 B 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 OFTHE ASSOCIATED EDS.

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