|
This record contains private information, which has been redacted from public viewing.
|
|
Type:
|
Ordinance
|
Status:
|
Passed
|
|
Title:
|
Approval of plat of Shops and Lofts Resubdivision
|
|
Topic:
|
PROPERTY - Plats - Resubdivision
|
|
Attachments:
|
1. O2016-5622.pdf
|
SUBDIVISION ORDINANCE Be it Ordained by the City Council of the City of Chicago: SECTION 1. Chicago Department of Transportation, the Commissioner or any of her designees, are hereby authorized and directed to approve a proposed Shops and Lofts Resubdivision being a vertical resubdivision of certain lots in the block bounded by W. 47th Street, E. 48th Street, S. Evans Avenue and S. Cottage Grove Avenue, and legally described in the attached plat (Exhibit A, CDOT File: 10-04-15-3692) which, for greater certainty, is hereby made a part of this ordinance. SECTION 2. The subdivision herein provided for is made upon the express condition that within one hundred eighty (180) days after the passage of this ordinance, Lofts 47 Phase 1 Limited Partnership, an Illinois limited partnership, and Mahogany Shops 47 LLC, an Ohio limited liability company, licensed to transact business in Illinois, shall file or cause to be filed for record in the Office of the Recorder of Deeds of Cook County, Illinois a certified copy of this ordinance, together with the attached Plat approved by the Department of Transportation / Superintendent of Maps. SECTION 3. This ordinance and exhibit subdivision plat shall take effect and be in force from and after its recording. EXHIBIT "A" J»lo.t ot SruliAlvision. . BEING A VERTICAL SUBDIVISION IN THE NOR! H HALF OF THE NORTHEAST OUARTtiR OF SECTION 10 TOWNSHIP 36 NORTH. RANGE. 14. LAST OF THC THIRD PRINCIPAL MERIDIAN. IN COOK COUNTY. ILLINOIS GROUND IMPROVEMENTS DEPICTED SEE PAGE 2 FOR LEGAL DESCRIPTION OF PROPERTY INC1.UOED IN THIS SUBDIVISION SEE PACE 3 FOR GEOMETRY OF LOTS CREATED BY THIS SUBDIVISION. SUBDIVISION OF LOTS 1 AND 2 OF STONE AND MCGLASHAN-S SUBDIVISION PIN LOTS AFFECTED 5.6 6-8 9.10 11. 12 13 14-16 17 16 19, 20 21-24 25. 26 27 Schools Residents of Subdivision WUI ¦Hand Kenwood Academy High School Danief Hafe Wifliams prep Softool of Medicine Phillip Murray Elementary Language Academy De ula h Shoe smith Elementary School ?TV OF CHJCACO •ENCMUKh «>H0 eifcVATIOH •KM1CHCAOOCITVM.1UM lOCATOhi iJTH i con ACE C«OVE WC3T wc COTTAGC GROVE AW MARK Cl/T ON CORNER Of COMhER STOMC AT NORTH SIOC Of SMALL DOOR SWWEY NOTES UOMUUFNTATKM AT ALL LOT CORNERS MOCATCD II ¦TuaOL OR WOT A TIOH CSTACLISWO « RCCOROATKM mOH PIH3 TO IE SET AT UUAMIHG PtWMETE* LOT CORNCRS ATTEA »l>t REC0MOAT1QN UHLE53 onemvrseWTto nowtcrmmiotcornerswill EC SET IE SET PER ILtOS STATE \ HUW HATCH CONCRETE HATCH ? FFMCC LK5 UN0FALTWG LOTS UMDCMLVNG lUODIVttttN LMIl/ 20-10-206-021 1-4 20-10-206-031 20-10-206-033 20-10-206-024 2O-10-206-O2S 20-10-206-026 20-10-206-027 20-10-706-028 20-10-206-029 20-10-206-030 20-10-206-020 2O-10-206-019 20-10-206-018 20-10-206-017 20-10-206-016 20-10-206-015 20-10-206-014 20-10-206-013 20-10-206-012 20-10-206-001 SURVEY PREPARED FOR / CLIENT & CONTACT. APPLE GATE & THORNE-THOMSEN PC 626 W. JACKSON BLVD STE 400 CHICAGO, IL 60661 APPROXIMATE SITE ELEVATION IS +16 C CD CDOT# 10-04-15-3692 K£VISED it n neve* COMMENTS hay i| WUPtR OROTH iJOiMonW fU~\ "CviSCOPCR RCVEtv COMMENTS UA* ll nijrcq ORWR« JCiS 10*1* |R-r:| cukMiiFSLJenivisiONNAucfcrruarvi nnwHiMndKoisMin irli KEwsco ajcust * loi'tnoftoCR'ieM itci? E. 47th STREET ZONING PD IMS (HCTCTOfORE DCDtCATLD AS * PUBLIC SIKEH RECOflD WDIH 6b f lout) OI01I NOTCH 4- TRAFFIC FLOW : -1)9.98 . : SB9-49'11"W.i 46th STREET D AS A PUBLIC STREET RECORD w.OTh 6S r (•fHtWOKE OFDICAli EXHIBIT "A" BEING A VERTICAL SUBDIVISION IN THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 10. TOWNSHIP 30 NORTH RANGE 1* EAST OF THE THIRD PRINCIPAL L'.MRIDlAN. IN COOK COUNTY. ILLINOIS LEGAL DESCRIPTION OF THE PROPERTY SURVEYED AND CERTIFICATIONS STATE Of ILUNOIX ) )! covntv or com. i ST ATI Of ILLINOIS1 coivn ormok j 4. *t tank) iwnjy I'm*. NmirU*. *r XIihwtt -f U*af_) CW.»c- " LIT. MOIARYnjULIC uirrt 4i muse i llmii to rAur.sFHMitr. STAR OK ILLINOIS 1 COUNTY or COOt ) DEPT. OF FINANCE NOTARY TVUUC (ILAL) ifcroMMUNm mm rets, in DEVLLONJt. TCI DEVELOPMENT HJtVKTLS LLC, ¦ r TV Cm iff]' B.I Int. mc. ¦m* 1 ii ¦ — - TC* ¦"- -'-KIT Ik IT ATE OF ILLDtOU) It! county or aviK) r. VMc m mi fcf wd ChMt, *hlMil< tn*7CB (h*c GIVEXotonrh STATE OF JLUNOtS) county or coot) Wrt, »* r- vf THE COMMUNITY RUILrHJtA. INC. •
»l...i ¦ ckuwWc iniiwii *—» i* Uom - TO Dm Srr hi ("TCI"}.
*¦ llm ¦!¦ ¦( 1CB DEVELOTMLNT SERVICES LLC. •¦ IBM* kw UW) —
fc fcrni-t — phi - i-* Afi, umltrfwi *n*nr ¦ p»M
• ¦ i mx a? TCB. h * (fir » ** ¦( Di.ihfn M* I
CJ3F UJDAUJXATCE XVM. LLC Rr CT> ManaM LLC.
IlATtOr ILLINOIS) COUNTY OT COOE)
CI^TNaivnrk
¦HciBlkfMil C—f, akitwi
7l *¦ r«iM •< rui- iiimiim llc ¦ u
• -rrorsun.Ajj.oCAT>.!- . .x\u llc, »m
NOTARY MILIC
COOWTY 0* coOk^i ¦ rodcht o max***** a
THAT I HAW ¦URVCYCD AHO i
AND** ICWWMHE 'A** TAATN TOR *WtHr« COTTAOE t»CVf AI4MUE) H Slot* Al
I i (*OTH KHOftll M OC0MGC I
1W MAI/ Of THE HOHtttfAlI 01
» RECORDM HOVtUKN II Ml} AX OTCUUthT »
CD0T# 10-04-15-3692
RFVISUnHIU^VWCOMMCHTSIMV It. MIS KR ORDEI ¦ lOlt»»H |RJT|
RTVi^roPERREVicwcouMENisuArii !o\irtn ofacn < romotn ;njr4M1C FEBRUARY 1 20)1 PIK ORDER «OlS10«iO |*L| 14 P(R ORDER «MM 1K07
GREMLEY I BtEDERJttNN ^GHH
2014-19579-001 STT.7 2.4
BEING A VERUCAL SUBDIVISION IN THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 10. TOWNSHIP 38 NORTH. RANGE 14. EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY. ILLINOIS
LOT GEOMETRY
E. 47th STREET
(hereiofout otOiCArcr! as * pucuc sireei record «*d'
N89"49'16"E 253.47'
4-
TRAFTIC FLOW
LOT 6
i
g-1 iwlcfc ; ™«wi ^Sj»™-«a
U_ .„;;r
GRAPHIC SCALE
4lt
o
AREA TABLE
LOT ARFA-SO FT VOLUME-CUBIC FT |109|74301 INFTNMC UPPER / LOWER
? 4037B INFTNITE UPPER |109|8770 24 906B |109|2464 52197 |109|11766 334722 |109|6411 182072 |109|39402 INFINITE UPPER / LOWER
CDOT# 10-04-15-3692
=51
REVISED ¦*« REVIEW COMMENTS 1*A1 )| Ml S PtH OHDLK ¦ M11-2UM PUT] PJTVtSEO PlJl REVIEW CCHMHT3 L,ay 1J. 291S PEN OROCR ¦ 20U-IMM |RJT] CHANGE 1UOOM1ION NAME FEIRUMT 1 M1J PER ORDER HOIS ZM» PU) REVISED AUGUST ¦ MM PER OR3*« COH IMf I
GBEIIEY I BCKHMHI
2014-19579-001
TRAFFIC FLOW
LOT 7 _
119.98 S89"49'11"W
oo
mo o in
2 »
<§
gE
q: y
°s
LU -
<: ti
o S i/i 5
EXHIBIT "A"
Flat of Subdivision.
BEING A VERTICAL SUUDIVISiON IN THE NORTH HALF OF THE NORTHEAST QUARTER OF SECTION 10 TOWNSHIP 38 NORTH, RANGL- H. EAST OF THE THIRD PRINCIPAJ. MERIDIAN. IN COOK COUNTY ILLINOIS
ISOMETRIC VIEWS
f
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Lofts 47 Phase I Limited Partnership
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
03 the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: .
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 135 S. LaSalle Street, Suite 3350
Chicago, IL 60603-4130
Telephone: 312-577-5270 Fax: 617-502-8199 Email: WWoodlev@TCBINC.ORG
Name of contact person: William Woodley
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops & Lofts at 47 Project '
G. Which City agency or department is requesting this EDS? Chicago Department of Transportation ;
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
f ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[VJ Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Lofts 47 Phase I. Inc. general partner
an Illinois non-profit corporation
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-1 54-030 of the Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
HudioTTsliopilind 639 Fifth Ave~Suite 2850 ' 99.99%
-L-efts-bte- Wew-Yer-krN¥-40444
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-1 56 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes LXl No
If yes, please identify below the namc(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name, (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rale" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[X| Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No |X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
arc nol presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements: or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged ¦guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used'by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of 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 to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with olher bidders or prospective bidders, or been a party lo any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City ofChicago (if none, indicate with "N/A" or "none").
N/A
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
_NiA
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION * '
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is Lx] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-1 1 0 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes W No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.l., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1 ¦ The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A, CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Parly understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become pari of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action wilh respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Elhics . and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick Si., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information "provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a.Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System C'EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute
this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all
certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate
and complete as ofthe date furnished to the City. Lofts 47 Phase I Limited Partnership
William T. Woodley
By: Lofts 47 Phase I Inc., its general oartner
(Print or type name of person signing)
Authorized Agent
(Print or type title of person signing)
Signed and sworn to before me on (date) IMav~cJ^ 2*"Zr ZJ/C,
at County, 5 (state).
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding.7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-01 5, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, die city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the DisclosingParty listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes fctfNo
If the 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 ofthe Municipal Code?
[ ]Yes f^No [ ] Not Applicable
If yes to (1) or (2) above, please identify below the name ofthe person or legal entity identified as a building code scofflaw or problem landlord and the address of the 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 BV THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Lofts 47 Phase I Inc.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[)$ the Applicant
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 135 S. LaSalle Street, Suite 350
Chicago, IL 60603-4130
Telephone: 312-577-5270 Fax: 617-502-8199 Email: WWoodlev(a)TCBINC.ORG
Name of contact person: William Woodley
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops & Lofts at 47 Project
G. Which City agency or department is requesting this EDS? Chicago Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing P f ] Person
[ ] Publicly registered business corporation [X] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership [ ] Trust
rty:
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[]Yes []No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities nol organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No • [.] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members:" For trusts, estates or other similar entities, list below the legal titleholdcr(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or enlity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Phillip L. Clay President, Director
HRVpriy.i Ratps Vice President
James F. Rushford Secretary
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest 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 lo Section 2-154-030 ofthe Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
TrTenDomTnu nify 9 5~BefKete' y~S tTTS uite~500 T0TJ% "of Issued ~s fiares
Builders-, Inc Boston,-MA .02116,624.0
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ } Yes [yj No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person'or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who arc paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[XJ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X| No person directly or indirectly owns 10% or more of the
Disclosing Party. . .
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[JYes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, 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 not presently indicted for, or criminally or civilly charged by, a governmental enlity (federal, slate or local) wilh committing any of the offenses set forth in clause B.2.b. of this Section V;
have not. within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any " state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
• the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
. • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
PageS 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 to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe 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 with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of M unicipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their .employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of • America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any 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 '.hat 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, al any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
N/A
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City ofChicago. For purposes of this statement, a "gift" docs not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A .
C. CERTIFICATION QF STATUS'AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is Ixl is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code!
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"Wc are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory-lender as defined in Chapter 2-32 of the Municipal Code. 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) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on 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 arc defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-1 I 0 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in,the Matter?
[ ] Yes W No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profi'.s from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
None . .
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay-any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute
this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all
certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate
and complete as ofthe date furnished to the City. Lofts 47 Phase I (nc.
William T. Woodley
(Print or type name of person signing) , Authorized Agent
(Print or type title of person signing)
Signed and sworn to before me on (date) rt A (U1H 2/)/^,,
at C/rbff County, /l/mefOFFICIAL SEAL
<9-^ Notary Public. \ ELAINE L JOHNSON
Notary Public - State ol Illinois
Commission expires: fa f crsi 7f 2j/t? . \ My Comml35ion ExPires Au9 7- 2°'8
f »***vt^"M' \j *w \jt <\i< wuiyi
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section U.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes D(]No
If the 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 ofthe Municipal Code?
[ ]Yes IXJNo [ ] Not Applicable
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 of the 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.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
TCB Development Services LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[)^ the Applicant
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 135 S. LaSalle Street, Suite 350
Chicago, IL 60603-4130
Telephone: 312-577-5270 Fax: 617-502-8199 Email: WWoodlev(a)TCBINC.ORG
Name of contact person: William Woodley
Federal Employer Identification No. (if you have one): - - -
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops & Lofts at 47 Project
G. Which City agency or department is requesting this EDS? Chicago Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
(X] Limited liability company [ ] Limited liability partnership [ ] Joint venture [] Not-for-profit corporation (Is the not-for-profit corporation also a 501 (c)(3))?
[].Ycs []No [ ] Other (please specify)
1. Indicate the nature of the Disclosing Party:
j Person
] Publicly registered business corporation
] Privately held business corporation
] Sole proprietorship
] General partnership
j Limited partnership
] Trust
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[]Yes []No []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1: List below the full names and" titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
The Community Builders, Inc. sole member and manager \
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
The'CoThmTJnTty g5^efk"eIey"Sf:rS"uire"50"0" T0O%~6TTssiTed "shares
Builders,-Inc Bostc*ir-MA~Q2-146-6240 — -
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship." as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes W No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and .the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[XJ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes' [ ] No [Xj No person directly or indirectly owns 10% ormore of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes . [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below,
Page 4 of 13
2. The Disclosing Parly and, if the Disclosing Party is a legal entity, all of those persons or entities
identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the 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
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
3. The certifications in subparts 3, 4 and 5 concern:
'• the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of cither the Disclosing Party or any Contractor nor any Agents have, during the five years before the dale 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 dale of such Contractor's or Affiliated Entity's contractor engagement in connection wilh the Matter:
bribed or attempted lo bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of Ihe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state ot local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any 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 thai the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the ! 2-monfh period preceding the execution dale of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
N/A
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of ail gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City ofChicago. For purposes of this statement, a "gift" docs not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
_NZA_ _
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
L The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is {x3 is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [Xj No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.L, proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1 • The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records ofinvestments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any-cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes N No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article 1 of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Parly is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. SGeneral Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City. TCB Development Services, LLC
William T. Woodley
(Print or type name of person signing)
Authorized Agent
(Print or type title of person signing)
Signed and sworn to before me on (dale) girth 2-7. Z-O/fc
at L\nfc County, Jl^ r\01 <; (state).
' ***** 4* *s m n ft. ^ ^. ~ — ~-
' OFFICIAL SEAL »
* ELAINE L JOHNSON >
i Notary Public - State of Illinois
< My Commission Expires Aug 7, 2018
< • a iii iy n in ij w m1 u1 'u
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected ciiy official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law. daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section JI.B.l-.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited . partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more, than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [Xl No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.S percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ JYes [\]No
If the 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?
[ JYes LVJNo [ J Not Applicable
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 of the 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION 1 - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: The Community Builders Inc. d/b/a TCB Illinois NFP Inc.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[)3 the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. B usiness address of the Disclosing Party: 95 Berkeley Street, Suite 500
Boston, MA 02116-6240
Telephone: 312-577-5270 Fax: 617-502-8199 Email: WWoodlev@TCBINC.ORG
Name of contact person: William Woodley
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops & Lofts at 47 Project .
Which City agency or department is requesting this EDS? Chicago Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
| ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ 1 Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [Xj Not-for-profit corporation
( ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[] Trust [] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable-Massachusetts
3. For legal entities nol organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[X] Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
See attached list.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
The Community Builders, Inc. Officers, Directors and Authorized Agents
Directors: Brian L P. Fallon (2006) Jonathan M. Keyes (1975) Mary Jo Bane (2011) Audra Bohannon (2014) Andrew Altman (2015) Hipolito Roldan (2006) Jesus Gerena (2016)
Officers: Bartholomew J. Mitchell III Phillip L. Clay Jonathan M. Keyes Edward H. Marchant
Mick Vergura
Beverly J. Bates Jonathan Klein James F. Rushford Carol M. McKinley Alexa Ducote Susan McCann Robert Fossi D. Morgan Wilson Stephanie Garrett Terri Hamilton Brown Eliza Datta Jeffrey Beam Sony a Prear Jaqueline Alexander Sean Caron Homayoun Sarabi Thomas Buonopane William Woodley David Jones
Elizabeth Gonzales Suarez
Edward H. Marchant (2010) Phillip L. Clay (1982) Sara Lindholm (2013) James Riccio (2015) Louis Mercedes (2015) Patrick Nash (2016)
President and Chief Executive Officer Chair and Director Clerk and Director Treasurer
Chief Financial Officer,
Senior Vice President and Assistant Treasurer
Senior Vice President
Senior Vice President, Assistant Clerk
Assistant Clerk
Assistant Clerk
Assistant Treasurer
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agent
Authorized Agents for Property Management
Authority limited to TCB in its role as Management Agent ($100,000)
Vice Presidents of Property Operations
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, stale "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in lhc
Disclosing Party
None
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, wilh any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes fxl No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or'entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit enlity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly ra:c" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[Xj Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No fXj No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the Slate of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with olher bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1).bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If (he 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 ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City ofChicago (if none, indicate with "N/A" or "none").
N/A
9. To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is (X] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-11 0 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any olher person or entity in the Matter?
[ ] Yes [Xj No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed lo Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.L, provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records ofinvestments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
None •
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or lo 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 al 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.2. above.
The Disclosing Party certifies that cither: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section
501 (c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes M No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[JYes []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 Parly understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which (his EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City. The Community Builders, Inc.
d/b/a TCB Illinois NFP, Inc. ^--7
'Disclosing Party)
William T. Woodley
(Print or type name of person signing)
Authorized Agent (Print or type title of person signing)
at
Signed and sworn to before me on (date)
&a/< County, /f/ine/s (state).
Notary Public.
Commission expires:
OFFICIAL SEAL ELAINE L JOHNSON Notary Public - Slate of Illinois My Commission Expires Aug 7, 2018
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section tl.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X| No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes |K]No
If the 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?
[ ] Yes [^] No [ ] Not Applicable
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 of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPEND FX 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Mahogany Shops 47, LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
[ ] the Applicant
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: 4270 Morse Road
Columbus, Ohio 43230
Telephone: 61 4-41 8-31 00 Fax:614-418-3101 Email: petruziel3%0skllken.com
Name of contact person: Frank R. Petruziello
Federal Employer Identification No. (if you have one):
F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Plat of Subdivision for Shops and Lofts at 47
G. Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II — DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Person y Limited liability company
Publicly registered business corporation [ ] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership [ ] Yes [ ] No
Trust [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Ohio
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
yYes []No []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Frank R. Petruziello Manager
Kenneth B. Gold Manager
Adam K. Troy Manager
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Petruziello I, LLC 4270 Morse Rd, Columbus, OH 43230 37.5%
Gold I, LLC 4270 Morse Rd, Columbus, OH 43230 37. 5%
Troy Chicago 47, LLC 1 0350 Widdincjton Close, Powell, OH 43065 25%
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[]Yes t_No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required'under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
See Attached
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes y No [] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[JYes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
Applegatc & Thorne-Thomsen. P.C. 626 W. Jackson Boulevard Suite 400
Chicago, Illinois 60661 Phone: 312.491.4400 Fax: 312.491.4411 Relationship: Attorney Fees: Estimate - $5,000.00
Gremley & Biedermann, Inc. 4505 N. Elston Ave. Chicago, Illinois 60630-4420 Phone:'¦¦773-685-5102 Fax: 773-286-4184 Relationship: Surveyor Fees: Estimate - $3,000.00
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of 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 A ffiliated 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 to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
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, ofthe City of Chicago (if none, indicate with "N/A" or "none"). N/A
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe City ofChicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that.the Disclosing Party (check one.) . ..
[ ] is y is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. .We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-1 56-1 10 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [x] No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[] Yes []No
If you checked "Yes" to Item D.l., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in conriection with the Matter voidable by the City.
x l. 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 ofinvestments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records ofinvestments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
3-. 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.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe 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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a.false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.]. The Disclosing Parly is nol delinquent in the payment of any tax administered by the Illinois . Department of Revenue, nor arc the Disclosing Parly or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed lo lhc City. This includes, but is no! limited lo, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F,3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Mailer certifications equal in form and substance to those in FA. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that docs nol provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Parly cannot certify as to. any ofthe items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
(Print or ty^^afne of Disclosing Parly) By: _ ^
[Sign here)
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of ffrj^tlaie furnished to the City.
Mahogany Shop;
Frank R. Petruziello
(Print or type name of person signing)
Manager
(Print or type title of person signing)
Signed and sworn to before me on (date) ^fflarch (H_t *?oflp ^n,,,,,,,,,
al _i__0'_a. ....... County, /%,q (state). ^^^ff^''''
n i & J T h^'r$2£S* AUDRALTRAPP
LU^^<__oJ-fl^_- Notary Pu ftr^l______f3*= Notoyr\)Mc,StateofOKo
I ^^j^^S^ I My Comr^ Expires
Page ,2 of 13 S*flW"
Commission expires: /J^J . i?/^/.*?*
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section U.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the 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 of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [V^No ,
If the 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?
[ JYes [yQ.No [ ] Not Applicable
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.
-fa-
FILLING OUT THIS APPENDTX 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.|1010|
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Petruziello I, LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
1. [ ] the Applicant
OR
2. a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Mahogany Shops 47, LLC
OR ^
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control: .
B. Business address of the Disclosing Party: 4270 Morse Road .
Columbus, Ohio 43230
Telephone: 61 4-41 8-31 00 Fax: 61 4-41 8-31 01 Email: petruziello@skilken.com
Name of contact person: Frank R. Petruziello
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Plat of Sudivision for Shops and Lofts at 47
Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party: Person [3
Publicly registered business corporation [
Privately held business corporation [
Sole proprietorship [
General partnership (
Limited partnership Trust
[x] Limited liability company [ ] Limited liability partnership [ ] Joint venture [ ] Not-for-profit corporation (Is the not-for-profit corporation also a 501(c)(3))?
[]Yes []No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Ohio
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[] Yes
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must.submit an EDS on its own behalf.
Name Title
Frank R. Petruziello Sole Member
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Frank R. Petruziello 4270 Morse Road 100%
Columbus, Ohio 43230
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes y No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes No [ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal enlily, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
arc not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or"
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
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 ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City ofChicago (if none, indicate with "N/A" or "none").
N/A
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City ofChicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [xj is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-1 56-1 10 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes H No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.L, proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.L, provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into wilh the City in connection with the Matter voidable by ihe Cily.
x 1, The Disclosing Parly verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records ofinvestments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records."
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
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.2. above.
The Disclosing Party certifies that either: (i) it is nol an organization described in section 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".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe 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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. J. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited lo, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 Jf the Disclosing Party is lhc Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors lo 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 Jf the Disclosing Party is (he Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.I. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. I., F.2. or F.3. above, an explanatory statement must be attached lo this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of theatre furnished to the City.
Petruziello I, LLC
(Print or tyDjnj^fpe of Disclosing Party) By:
here) Frank R. Petruziello
(Print or type name of person signing) Sole Member
(Print or type title of person signing)
Signed and sworn to before me on (date) Yyiar^ /y J^g, ^,,,
£lt -MdL^. County, _%,0 , (state). AUDRALTRAPP
My Commission Expires
flxxAan . J^. ZTn^p Notary Public
Commission expires:___7^t>2<^/*t0 . ''^^^^^^
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the 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 of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is lo be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal CodeSection2-154-010,istheApplicantoranyOwneridentifiedasa building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes LVClNo
If the 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 ofthe Municipal Code?
[ ]Yes [yQ.No [ ] Not Applicable
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 of the 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Gold I, LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
1. [ ] the Applicant
OR
2. a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Mahoctany Shops 47, LLC
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 4270 Morse Road
Columbus. Ohio 43230
Telephone: 61 4-418-31 00 Fax: 61 4-41 8-31 01 Email: qold3skilken.com
Name of contact person: Kenneth B. Gold
Federal Employer Identification No. (if you have one): . ¦
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Plat of Subdivision for Shops and Lofts at 47 '
Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party:
Person f-J Limited liability company
Publicly registered business corporation [] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [ ] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership [ ] Yes [ ] No
Trust [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Ohio
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Kenneth B. Gold Sole Member
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Kennth B. Gold 4270 Morse Road 1 00%
Columbus, Ohio 43230
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes y No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
f ] Yes H No [ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department ofthe Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
N/A
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes M No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the. City.
x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
V
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe 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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claim's which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, •as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Parly is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor arc the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to (he City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales laxes.
F.2 Jf the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by ihe U.S. E.P.A. on the federal Excluded Parlies List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor thai does nol provide such certifications or thai the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached lo this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
Gold I, LLC
Kenneth B. Gold
(Print or type name of person signing)
Sole Member
Page 12 of 13
(Print or type title of person signing)
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section n.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the 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 Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority. '
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes 5<]No
If the 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 ofthe Municipal Code?
[ ]Yes [yQ.No [ ] Not Applicable
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 of the 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Troy Chicago 47, LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity holding a direct or indirect'interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: Mahoctany Shops 47, LLC
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 3116 Willow Springs Drive
Columbus, Ohio 43219
Telephone: 61 4-989-9793 Fax: N/A Email: troyPskilken.com
Name of contact person: Adam K. Troy
Federal Employer Identification No. (if you have one'
Brief description of contract, transaction or other undertaking (referred to below as the "Matter").to which this EDS pertains. (Include project number and location of property, if applicable):
Plat of Subdivision for Shops and Lofts at 47
Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [xj
[ ] Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust . [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Ohio
3. For legal entities not organized in the State of Illinois: Has the organization "registered to do business in the State of Illinois as a foreign entity?
[ ] Yes pq No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Adam K. Troy Sole Member
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
|1010|
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Adam K. Troy 3116 Willow Springs Drive 1 00%
Columbus, Ohio 43219
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [xj No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[23 Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-41-5, 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [>j No [ ] No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and" is the person in compliance with that agreement?
[]Yes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision 'for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false . statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). N/A
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City ofChicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with'Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes H No
NOTE: If you checked "Yes" to Item D.L, proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.L, provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records ofinvestments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A. 1. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
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.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 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".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.J. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, lax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license lees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, lhc Disclosing Parly and its Affiliated Entities will not use, nor permit their subcontractors io 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 (he 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 not, without the prior written consent ofthe Cily, use any such contractor/subcontractor that docs nol provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Troy Chicago 47, LLC
(Print or type name of Disclosing Party)
iign-hefe) Adam K. Troy
(Print or type name of person signing) Sole Member
(Print or type title of person signing)
Signed and sworn to before me on (date) VWcV n' ^ol^ ,
at 0jCtikLcri^^ Notary Public.
Commission expires: JLLr_i J__^„P-"i? •
Page 12 of 13
ADRIENNE BULGER l Notary Public - Michigan '
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the 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 of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes |><]No
If the 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?
[ ]Yes [y^No [ ] Not Applicable
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 of the 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Hudson GP LV LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[/] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Lofts 47 Phase I Limited Partnership
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
630 5th Avenue, 28th Floor
B. Business address of the Disclosing Party:
New York, NY 10111
212-218-4439 212-218-4467 bob.castano@hudsonhousing.com
Telephone: Fax: Email:
Robert J. Castano
Name of contact person:
Federal Employer Identification No. (if you have one):" " "~ ¦. ¦ ¦
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 project.
Chicago Department of Transportation
G. Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
Person
Publicly registered business corporation
Privately held business corporation
Sole proprietorship
General partnership
Limited partnership
Trust
[7j Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
[ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [3 No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
John Zeiler Managing Director
Sam Ganeshan Managing Director
Joseph A. Macari Managing Director
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Hudson Housing Capital LLC 630 5th Avenue, 28th Fl, New York, NY 10111 100%
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes 0 No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|7J Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
B. FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department ofthe Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
7. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further
Certifications), the Disclosing Party must explain below: None.
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official,
ofthe City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [/] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes \7j No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
I X |i. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congressman officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [7| No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe 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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Hudson GP LV LLC
(Print or type name of Disclosing Party)
(Print or type name of person signing)
Managing Director
(Print or type title of person signing)
Signed and sworn to before me on (date)
at New York County, New York
Notary Public.
Comniis^^xCir^s^ o ^oi ^ 'T^T-O
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a-7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes 0 No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ JYes f><]No
If the 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?
[ ]Yes [bIf yes to (I) 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 of the building or buildings to which the pertinent code violations apply.
m/a-
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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Hudson Shops and Lofts LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
0 a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Lofts 47 Phase I Limited Partnership
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
630 5th Avenue, 28th Floor
Business address of the Disclosing Party:
New York, NY 10111
212-218-4439 212-218-4467 bob.castano@hudsonhousing.com
Telephone: Fax: Email:
Robert J. Castano
Name of contact person:
Federal Employer Identification No. (if you have one): - .
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 project.
Chicago Department of Transportation
G. Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION U -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
Person [7]
Publicly registered business corporation [ ]
Privately held business corporation [ ]
Sole proprietorship [ ]
General partnership (Is
Limited partnership
Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes g No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
John Zeiler Managing Director
Sam Ganeshan Managing Director
Joseph A. Macari Managing Director
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Hudson Housing Tax Credit Fund LV LP 630 5th Avenue, 28th Fl, New York, NY 10111 100%
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[]Yes f7)No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is not an acceptable response.
(Add sheets if necessary)
|[/] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
A. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
B. FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
7. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further
Certifications), the Disclosing Party must explain below: None.
Page 6 of 13
If the letters "N A," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 1-2-month period preceding the execution date of this EDS, an employee, or elected or appointed official,
of the City ofChicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [/J is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
[f the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [/j No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x ll. 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 ofinvestments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) 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".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes 0 No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Hudson GP LV LLC
(Print or type name of Disclosing Party)
Joseph A. Macari
(Print or type name of person signing) Managing Director
(Print or type title of person signing)
Signed and sworn to before me on (date) \^ Vjg
at New York County, New York (state).
C^Aqc\aW^£ H£aWComm(sj>ia|5 expires: •£ | \ 7- O
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Parmer thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes 0 No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes ryjNo
If the 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?
[ ]Yes [vQ.No [ ] 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 of the 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 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Hudson Housing Tax Credit Fund LV LP
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[7] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Lofts 47 Phase I Limited Partnership
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
630 5th Avenue, 28th Floor
B. Business address of the Disclosing Party:
New York, NY 10111
212-218-4439 212-218-4467 bob.castano@hudsonhousing.com
Telephone: Fax: Email:
Robert J. Castano
Name of contact person:
Federal Employer Identification No. (if you have one): - - --
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 project.
Chicago Department of Transportation
G. Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[7] Limited partnership
[ ] Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes |7J No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
John Zeiler Managing Director of General Partner
Sam Ganeshan Managing Director of General Partner
Joseph A. Macari Managing Director of General Partner
Hudson GP LV LLC General Partner
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code ofChicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Hudson Housing Capital LLC 630 5th Avenue, 28th Fl, New York, NY 10111 100%
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [7J No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
If/J Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes U\ No [] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
¦ 2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
3. The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither'the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
7. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further
Certifications), the Disclosing Party must explain below: None.
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City ofChicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [7J is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes 0 No
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either I. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply'with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
I x ll. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with
respect to the Matter: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
3. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
• 4. The Disclosing Party certifies that either: (i) it is not an organization described in section 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".
5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [7J No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[]Yes []No '
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Yes []No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party Waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Hudson Housing Tax Credit Fund LV LP
(Print or type name of Disclosing Party)
Joseph A. Macari
(Print or type name of person signing)
Managing Director of Hudson GP LV LLC, its General Partner
(Print or type title of person signing)
Signed and sworn to before me on (date) G? i^V ^AU?
at New York County, New York . (state).
NO. 01MOM363SM
, r,ggggsf&WMri
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Parmer thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes 0 No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the "precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [yjNo
If the 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?
[ ]Yes [^No [ ] Not Applicable
If yes to (1) or (2) above, please identify below the name ofthe person or legal entity identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDK 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 APPENDED B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Hudson Housing Capital LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[/J a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Lofts 47 Phase I Limited Partnership
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
630 5th Avenue, 28th Floor
B. Business address of the Disclosing Party:
New York, NY 10111
212-218-4465 212-218-4467 bob.castano@hudsonhousing.com
Telephone: Fax: Email:
Robert J. Castano
Name of contact person:
Federal Employer Identification No. (if you have one): ¦ — - - -
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 project.
Chicago Department of Transportation
G. Which City agency or department is requesting this EDS? \
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page I of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[yf Limited liability company [ ] Limited liability partnership [ ] Joint venture [ ] Not-for-profit corporation (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
[ ] Other (please specify)
1. Indicate the nature of the Disclosing Party: [ ] Person
[ ] Publicly registered business corporation [ ] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [~J Limited partnership [] Trust
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [7J No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
John Zeiler Managing Director
Sam Ganeshan Member
Joseph A. Macari Managing Member
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information, from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
John Zeiler 630 Fifth Avenue, New York, NY 10111 40%
Joseph A. Macari 630 Fifth Avenue, New York, NY 10111 40%
Sam Ganeshan 630 Fifth Avenue, New York, NY 10111 20%
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes J7J No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|J7J Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [7] No [] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
I. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None.
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [7J is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-1 10 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [7J No
NOTE: [f you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either I. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City ,and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a.member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [7J No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Hudson Housing Capital LLC
(Sign here) Sam Ganeshan
(Print or type name of person signing)
Member and Authorized Signatory
(Print or type title of person signing)
at New York County, New York
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parry" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes 0 No
If yes, please identify below (I) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
FNBC Leasing Corporation
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[yj a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Hudson Shops and Lofts LLC
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 10 S. Dearborn. Mail Code 111-0502
Chicago. IL 60603-2003
Telephone: (312) 336-1653 Fax: (312) 336-3496 Email: rondella.i.hunt@ipmorean.com
Name of contact person: Rondella J. Hunt
Federal Employer Identification No. (if you have one):
F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 Project.
G. Which City agency or department is requesting this EDS?Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Ver. oi-oi-n Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
Pd Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
pC]Yes []No []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title SEE ATTACHMENT A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
JPMorgan Chase Bank, National Association 270 Park Avenue 100%
New York, New York 10017
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
Yes [ ] No SEE ATTACHMENT B
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s):
SEE ATTACHMENT B
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance wilh their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [XJ No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. of this EDS: SEE ATTACHMENT B
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
SEE ATTACHMENT B
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official,
of the City of Chicago (if none, indicate with "N/A" or "none").
SEE ATTACHMENT B
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
SEE ATTACHMENT B
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is §Q is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [XJ No SEE ATTACHMENT B
NOTE: If you checked "Yes" lo Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records ofinvestments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
Not Applicable
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
.[]Yes []No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and arc material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor arc the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
SEE ATTACHMENT B
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
FNBC Leasing Corporation
(Print or type name of Disclosing Party)
By: I Jht^-^
(Sign here) f
Rondella J. Hunt
(Print or type name of person signing)
Authorized Officer
(Print or type title of person signing)
Signed and sworn to before me on (date) at GOOI\%> County, SX^PMCXP<^ (state).
Notary Public.
OFFICIAL SEAL ANITA PURNELL NOTARY PU9UC -STATE OF ILLINOIS MYOOMMSSIONEXPIRE&07/30716
Commission expires: ^"^L>j cPQ^ olOI h
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the 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 of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
To the best ofthe Authorized Signer's knowledge after reasonable
[ ] Yes fX] No . .
inquiry
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes " [x] No
If the 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?
[ ]Yes [ ]No [X] 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 of the 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 OF THE ASSOCIATED EDS.
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY FNBC Leasing Corporation (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.1
Directors:
Anne F Pax Ellen J Manola Francisco J Pereiro Glenn Edward Ansiel William C Pelletier
Executive Officers:
William C Pelletier Christine N Bannerman Ellen Manola
Chairman & President Assistant Secretary Treasurer
Page 1 of 6
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY FNBC Leasing, Corporation (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the Authorized Representative's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update to this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke. v.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B.l With respect to Section V, paragraph B.l. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase & Co.'s publicly-filed disclosures, including its most recent Annual Report on
Page 2 of 6
Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
).
B.2 (a-e) With respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors ofthe Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05).
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release (available at
05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy of the statements contained in Section V, paragraph B.3 (a & d) only as to the Disclosing Party and its executive officers and directors. Based on the
Page 3 of 6
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
& B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective bidders as to this transaction, or been a party to any such agreement. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's internet site (www.sec.gov ) (the "SEC filings") and the public record of each matter identified in the SEC filings. The Authorized Representative certifies based
Page 4 of 6
on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none ofthe foregoing matters would have a material adverse effect on this transaction.
B. 7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the following Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS:
Ryan Baros
Deya Booker
Anthony Mason
B.9 The Authorized Representative certifies as to the statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party.
D. INTEREST IN CITY BUSINESS
D.l & D.4 As to the disclosures set forth in Section V, paragraphs D.l &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf of the Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION. COMPLIANCE. PENALTIES. DISCLOSURE
F. 1 The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the
Page 5 of 6
Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Party was not aware of previously, Disclosing Party will immediately address them.
Page 6 of 6
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
JPMorgan Chase Bank, National Association
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
jk:] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Hudson Shops and l^ofts, LLC
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 1111 Polaris Parkway
Columbus, Ohio 43240
Telephone: (312) 336-1653 Fax: (312) 336-3496 Email: rondella.j.hunt@jpmorgan.com
Name of contact person: Rondella J. Hunt
Federal Employer Identification No. (if you have one)
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 Project.
Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
Indicate the nature of the Disclosing Party:
Person [ ] Limited liability company
Publicly registered business corporation [ ] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [ ] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership [ ] Yes [ ] No
Trust |X] Other (please specify)
National Banking Association
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: No state. Disclosing party is organized under the federal laws of the United States of America.
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No |X] N/A
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title SEE ATTACHMENT A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
JPMorgan Chase & Co. 270 Park Avenue 100%
New York, New York 10017
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[X] Yes [ ] No SEE ATTACHMENT B
If yes, please identify below the namc(s) of such City elected official(s) and describe such
relationship(s):
SEE ATTACHMENT B
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
fX] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No |X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS: SEE ATTACHMENT B
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, . acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of 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 to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
SEE ATTACHMENT B
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 the City of Chicago (if none, indicate with "N/A" or "none").
SEE ATTACHMENT B
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe City ofChicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
SEE ATTACHMENT B
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
PQ is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-1 10 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes fXl No SEE ATTACHMENT B
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. SEE ATTACHMENT B
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. .Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
X 2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SEE ATTACHMENT C
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
Not Applicable :
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
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.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[]Yes []No If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.i. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois
Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any
fine, fee, tax or olher charge owed to the City. This includes, but is not limited to, all water charges,
sewer charges, license fees, parking tickets, property taxes or sales taxes.
SEE ATTACHMENT B
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
JPMorgan Chase Bank. National Association (Print or type name of Disclosing Party)
Jrint or type name of person signing)
Authorized Officer
(Print or type title of person signing)
Signed and sworn to before me on (date) at QjQpK^ County, XAMptJQJT^ (state).
Notary Public.
Commission expires: U tA-^ ^ ¦^O \ (p ¦
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers of the Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer,- executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
To the Authorized Representative's knowledge, information and belief after
[ ] Yes [X] No reasonable inquiry
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes |X] No
If the 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?
[ ]Yes [ ]No [X] Not Applicable
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 of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDLX 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 OF THE ASSOCIATED EDS.
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.l Directors:
Linda B. Bammann James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Michael A. Neal Lee R. Raymond
William C. Weldon (Non-executive Chairman of the Board) Executive Officers/Operating Committee:
James Dimon Chief Executive Officer and President
Ashley Bacon Chief Risk Officer
John L. Donnelly Head of Human Resources
Mary Callahan Erdoes Chief Executive Officer of Asset Management
Stacey Friedman General Counsel
Marianne Lake Chief Financial Officer
Douglas B. Petno Chief Executive Officer of Commercial Banking
Daniel E. Pinto Chief Executive Officer of Corporate & Investment Bank
Gordon A. Smith Chief Executive Officer of Consumer & Community Banking
Matthew E. Zames Chief Operating Officer
Notes regarding additional, select officer titles with JPMCB:
William C. Weldon Non-executive Chairman of the Board
James R. Vallone General Auditor
Louis Rauchenberger Chief Compliance Officer
John S. Horner Treasurer
Molly Carpenter Secretary
Robert A. Dapice Controller
Page 2 of 15
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disciosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the undersigned's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update to this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B.l With respect to Section V, paragraph B.l. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase & Co.'s publicly-filed disclosures, including its most recent Annual Report on
Page 3 of 15
Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
).
B.2 (a-e) With respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors of the Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05).
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release (available at
.cfm?ReleaseID;=9141 05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy of the statements contained in Section V, paragraph B.3 (a & d) only as to the Disclosing Party and its executive officers and directors. Based on the
Page 4 of 15
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each ofthe Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
http.7/investor.shareholder.com/jpmorganchase/releasedetail.cfm?ReleaseID=9141 05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
& B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective bidders as to this transaction, or been a party to any such agreement. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's internet site (www.sec.gov ) (the "SEC filings") and the public record of each
Page 5 of15
matter identified in the SEC filings. The Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the foregoing matters would have a material adverse effect on this transaction.
B.7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the following Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS:
Ryan Baros
Deya Booker
Anthony Mason
B.9 The Authorized Representative certifies as to the statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party
D. INTEREST IN CITY BUSINESS
D.l & DA As to the disclosures set forth in Section V, paragraphs D.l &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf of the Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F.l The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property
Page 6 of 15
mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Party was not aware of previously, Disclosing Party will immediately address them.
Page 7 of 15
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
The following response is true, accurate based on the Authorized Representative's knowledge, information, and belief relying on information prepared on February 24, 2009, by a consultant at the direction of JPMorgan Chase & Co.
SECTION V - CERTIFICATIONS
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS.
The Disclosing Party assumed its current name on November 13, 2004, when JPMorgan Chase Bank, a New York banking corporation, was converted into a national banking association under the name JPMorgan Chase Bank, National Association, and both Bank One, National Association (main office Chicago) and Bank One, National Association (main office Columbus) merged into it with the Disclosing Party being the surviving entity.
With regard to predecessors of the Disclosing Party as it existed prior to such merger ("JPMorgan Chase"), the Disclosing Party reports that J. Pierpont Morgan, Sr. was associated with George Peabody & Company and J.S. Morgan & Company (the "Peabody Firms") before he founded Drexel Morgan & Company, which ultimately became part of JPMorgan Chase. Capital supplied by Junius S. Morgan and J. Pierpont Morgan, Sr. appears to have been used to capitalize Drexel Morgan & Company in 1871. Upon the death of Junius S. Morgan, J.S. Morgan & Company came under the control of J. Pierpont Morgan, Sr. and became affiliated with J.P. Morgan & Co. Records indicate that the Peabody Finns had customers that appear to have used enslaved individuals.
JPMorgan Chase and the Bank One banks referred to above (collectively, "Bank One") had predecessor banks in states outside the South that purchased notes issued by, issued letters of credit or made loans to, and/or maintained correspondent accounts with municipalities, banks, companies and individuals located in Southern states where slavery was practiced during the slavery era. These municipalities, banks, companies and individuals are listed on Attachment 1.
Bank One had predecessor banks before 1866 in three Southern states: Kentucky, Louisiana and Virginia. Searches revealed slavery-related information about two Louisiana banks, the Canal Bank (formed in 1831) and the Citizens Bank (formed in 1833), and the Lexington branch of the second Bank of Kentucky (formed in 1835). In 1924 Citizens Bank and Canal Bank merged. Predecessors of JPMorgan Chase had longstanding banking relationships with Canal Bank and its predecessors (see Attachment 1), were creditors of Canal Bank and, in 1931, it appears that a predecessor of JPMorgan Chase led a group of investors that provided capital to Canal Bank and this predecessor of JPMorgan Chase became a shareholder and took a controlling management interest in the Canal Bank. The Canal Bank was placed into liquidation in March-May 1933 based on actions by the State of Louisiana and the federal government. In May 1933, The National Bank of Commerce in New Orleans was formed
pursuant to an executive order approved by President Roosevelt and its assets included sonic of the deposits and loans ofthe old Canal Bank. Most ofthe capital for The National Bank of Commerce was provided by the Reconstruction Finance Corporation (owned by the U.S. government), with the remainder coming from new shareholders. The U.S. government also provided over $13 million toward the liquidation ofthe old Canal Bank. In 1947 and 1969, The National Bank of Commerce in New Orleans made two grants to Tulane University, which included archives of the Citizens Bank and Canal Bank. These materials are held at the Tulane Manuscripts Department, Special Collections Division, Howard-Tilton Memorial Library at Tulane University in New Orleans, Louisiana (collectively, the "Tulane Records"). In 1865, the First National Bank of Lexington (subsequently a part of First Security Corporation of Kentucky which was acquired by Bank One in 1992) was fonned and assumed the operations of the Lexington Branch of the second Bank of Kentucky. Public records pertaining to the Lexington Branch of the second Bank of Kentucky have been discovered that contain records relevant to this certification (the "Lexington Records"). The Tulane Records, the Lexington Records and other records indicate that:
Citizens Bank and Canal Bank provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 21,000 enslaved individuals were listed among the collateral covered by mortgages given to the Louisiana banks.
The Lexington Branch of the second Bank of Kentucky also provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1835 to 1865, taking into account the duplication and/or absence of exact data, approximately 55 enslaved individuals were listed among the collateral covered by mortgages given to the Lexington Branch of the second Bank of Kentucky.
When mortgages went unpaid, the banks could initiate foreclosure proceedings. When this occurred, the bank could take ownership of the collateral. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 1,300 enslaved individuals were listed among the collateral that the Louisiana banks came to own. There is no evidence of foreclosure proceedings initiated by the Lexington Branch of the second Bank of Kentucky.
Attachment 2 lists information on mortgages as to which one ofthe Louisiana banks came to own enslaved individuals through foreclosure proceedings, including, where available, the names of those individuals and their prior or subsequent owners. Attachment 3 lists information on mortgages as to which one of the three banks held collateral that included enslaved individuals, including, where available, the names of those individuals and their prior or subsequent owners. The attachments will be supplemented as necessary to reflect any additional information located.
Page 9 of 15
On September 25, 2008, the Disclosing Party acquired from the Federal Deposit Insurance Corporation, as the Receiver of Washington Mutual Bank, Henderson, NV (the "Receiver') certain assets of Washington Mutual Bank.
A review ofthe records of Washington Mutual Bank, including the records of its predecessor entities, has disclosed no evidence that Washington Mutual Bank nor any of its predecessors had any investments or profits from slavery, any direct involvement in the slave trade, any direct ownership in slaves, or any slaveholder insurance policies from the slavery era. There is evidence, however, that one predecessor entity, The Bowery Savings Bank, New York (1834) ("Bowery Savings"), purchased a $100,000 bond of a slave holding state, North Carolina. A total of $44,000 was paid to Bowery Savings by North Carolina in 1868 on account of the bond.
i
Page 10 of 15
ATTACHMENT 1 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
Agricultural Bank of Mississippi
Baltimore & Ohio Rail Road Company
Bank of Alabama
Bank of Alexandria (Virginia)
Bank of Ashland at Shelbyville
Bank of Augusta (Georgia)
Bank of Kentucky
Bank of Louisiana
Bank of Louisville
Bank of Metropolis
Bank of Mobile
Bank of Missouri
Bank of North Carolina
Bank of South Carolina
Bank of the State of Missouri
Bank of Tennessee
Bank of Virginia
Barnett, Ellison & Co.
Beers & Brunell
Beers & Co.
Canal & Rail Road Bank of Vicksburg
Carrolton Bank of New Orleans
Charleston Fire & Marine Insurance Company
Chattahoochee Rail Road and Banking Company
City Bank of New Orleans
Commercial & Rail Road Bank of Vicksburg
Commercial Bank of Manchester (Mississippi)
Commercial Bank of New Orleans
Commercial Bank of Selma
Corporation of the City of New Orleans
Corporation of the City of Savannah
Davis & Davis
Delaware & Hudson Canal Company
E.I. Forestall of New Orleans
ER Tyler of New Orleans
E. Warfield, Lexington, Kentucky
Exchange & Banking Company of New Orleans
Exchange Bank of Virginia at Richmond
Franklin Bank of Baltimore
First Bank of Richmond
Hunt, Morton & Quigby of Louisville (Kentucky) J.D. Beers & Co.
Louisiana & Nashville Railroad Company Mechanics & Traders Bank of New Orleans Merchant & Planters Bank of Savannah Merchants Bank of Baltimore Mississippi Sound Company Mr. Pastoret
Mr. S. Reid Irving & Co. (Cotton) Nashville and Northwestern Rail Road Co. New Orleans Canal & Banking Company North Western Bank of Virginia
Philadelphia, Wilmington & Baltimore Rail Road Company
Planters & Mechanics Bank of Charleston
Planters & Mechanics Bank of Mobile
Planters & Merchants Bank of Charleston
Planters Bank of Jackson (Mississippi)
Planters Bank of Natchez
Planters Bank of Savannah
Planters Bank of Tennessee
Robert Kinder House
Ross & Coleman
South Western Rail Road Bank of Charleston Southern Bank of Alabama Southern Bank of Kentucky
Southern Life Insurance & Trust Company of Florida
Southern Trust Company
Southwestern Rail Road Bank (South Carolina)
S. Reid Irving & Company
State & Metcalf of Gainsville, Georgia
State of Alabama
State of Florida
State of Georgia
State of Mississippi
T.T. Crittenden, Lexington and Huntsville, Kentucky Tuscumbice and Decatur Rail Road Company Union Bank of Charleston Union Bank of Florida Union Bank of Tennessee
Page 12 of 15
ATTACHMENT 2 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Parry holding an interest in the Applicant)
ENSLAVED INDIVIDUALS OWNED BY CITIZENS BANK OF LOUISIANA AND NEW ORLEANS CANAL & BANKING COMPANY
Page 13 of 15
ATTACHMENT 3 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS MORTGAGED TO CITIZENS BANK OF LOUISIANA, NEW ORLEANS CANAL & BANKING COMPANY AND LEXINGTON BRANCH OF THE SECOND BANK OF KENTUCKY
Page 14 of 15
Due to their voluminous size, Attachments 2 and 3 are not attached hereto.
Please sec the Economic Disclosure Statement of JPMorgan Chase & Co. for Attachments 2 and 3 in their entirety.
Page 15 of 15
C IS
o
<8 Si-
** > C» tk-
s e £ ?? _ « *
-!j!«i-£i-So-
' « » C.SO S ^ !
Kr 2 o l. « «= „ c
silo- sS« I'.= s
E ; m
u K C
3 e -
o 21 u
.h °
a. ^5
CO
E3
E £ E -
'Si
£ *
"S 52
c E \P
"T O <£
2 »i o
111
a = g
E-§
•£ S3 E £ " E r: » o O
O S
a> "3
E o s o u
w
o
(31
CQ
U •wm
U
a
05
£ £|1010|
|1010|
O CN
CO CD
c
n CD CO
03|1010|3 O X) 03 Ui O
c
o
4>
oo Q W
tin C
|1010|
u t!
s|101010|u ««
0)
CO
a
rj c
03
oo Ul
o
<2
Q
cu c
CO 00
c o
03
2 S
.O CN
oj 3
Ui
-D
< E
A- 3
o
&
r i °
§ 2
O ccj O CQ
Q T3
u 5
c
§ o
-a o
4)
s
E-S
&8
o v
a, jj -a -c eo 8 8 S |E K I
goto
c S2 >> w .£ O t-•p j= S
63ss
O 4> c3 U Di CU CO CO
E ja
g o
,r CO i c
...S-ni 5 -5
¦si
o S o «
0) V ZQOh
Cm ec
ca
c >
" o ~ 5!
o c» c: •*¦ *.s
So*-*-
" - c = >- t: £ », o — «
C/5 "
E £ s? £ o j >.
ECUo W 1/1
= & 21 * ^ s's
1 o
&o ca c
S.Ot
« ^ o :
"> O ^ .C f*-)
2 S
—> U, U. (/}
2? S 8 te ¦e s i io to
. tf n ij «2 x x: o
cc; ul co c>o
U -a cj o£
«u SO
C IJTJ v
X. - ° £'
O O CO o 0£ LU CO CO
- i ^
c
m
(J CQ flj OO CtJ
of 2 =
£ 1
|109|u tj
= c|910|(J CQ ^|109|O OO
5 cj
« c (N
11-°
s <
a* tV5
o
o g 5
; o
•a "S
£« 8
cd o t~
Z Q O
j= "§ <«
> ? F S
t! 5 .0 tj x tJ ^ -
in S1" 5
w =; ^ ^ *
7; o -
- « ~ r~ g C5 n 2 x r
g « o o £ 5 S fc o Z Q O E S 1
CJ
Z
Z .2 Q
Z o Z
CJ "3 U «!
2 5 „ 9-
o- trt -a j=
1* § s S
a> O to ~o
u i> n o ¦j x j: S cc LU co c/o
5 ^ ^
o S a
o c
S
Xi <. c 7*
¦a
on oo J
8 § So
a o a
|e s So § <~> v «
0> o
if
cSc25£;
P >
O TJ QC c
u c w «
4J W C CO
fii jfl O n
O Jj W B
u lu q =;
^ CJ O
75 13.-§ co a 5
H " -o — <~ o ~
CQ - C JO
Q t> v>
J g?
° '¦§ 2 s
15 8 S-S
03
53d
got?
C *f CO
0 m ts I
£ «J OO CO
C c — CO
•c s r-.
cj
CJ
"5 i OO ,
c§o CJ CQ flj
S CJ OCJ CO
E c — co.
O §
- E o
cj
CJ CO
CJ CO
CO CS c
o
CJ .¦§ CO
C«o« El ¦a c
c c "O -J
Jon
<3 ^ o s
T r- c
CN C
« cj o
y S a. o
CjUo c
CN C
« v rj1 o E - — CJ
a. q w
£ E CN c CO CN .
,°, ° P '
CO
O J5 -J u
•S &
c*-. CO
o
a«s
12E cj co
CJ CJ CL
¦» S2 t 2
s a
O Q
:gil.
> S O . o I < X cj
Is co o
Cj — *C
: tu S
J4 a 8
C C|C
w a c < " ^ s 5 z
CO CJ Ct_ O
Q O E
c a.
3 co m c w
cj-S 3
DO g
.5 B
CO CJ 00"
e b c o
.2 «
cS o
•° .2- c § § o
c5 e£;
00 "g C CO
¦J 5 5
5 « « oo .cj *^
c O ^
E 3 o
£ LU Q
=2 j£
C3
^ u
.2- c
J= «
co D£
C L.|109|°
^ ? <
j- 4> r
¦o 1? a-
g § >
C u S|109|g g
" So §
p r:
s -o «
8 s<5
¦§ S B
Z .2 Q
z
©
z .
o cj O -o (j U
2 §
cu to -a j= M 8 8 £
•|s " I
gOfeo c o ;o ~
o 3 a v.
cj cj co o "J X£ S ^ U VI VI
O -a 2 § a. c
a. o
o i> o
«i .9-
¦o J=
o E
u «2
s; | « o
o fa
O o
0£ UJ v) oo
o "o 5> O
8 S g <
C< in O ti
h ^ u U
|£ S3|9 10|, Og =
° 5! E &
¦s o >¦|109|o °|109910|¦g ir<
« c Z
io cj
-O > J£
O "D 5) =
O C m «
CJ ca c CQ
O rv, «
O X - ft,
cj uj q r;
.= ca a. '|1010|1 <£ £ 2 g
= i -JJi<§ = :=
OH £ °g
« § oo
£ S ¦»
o S ? c O CQ in E
£"z Si
S cj oo ca
* C (N "2 5 CN
r £
£ S El Oaf O CQ *N
arc = ft- £
u
£ C eg™
<3 = S
« o ^. 12 "S CN
CO
Id
cj o, to'
- o 3 b
<= o
cj
tj cj
£ C CN CO C fO CN -E
o o p O
y = S@
S S cn 2 •3 2 — o
= = 21
8u
CO
"or, £ c r- cjj 5 o cn (3 CJ O ci g CO CN
w cj ^rj" — E 2 - o ¦= 5 Cio
E o
tj CJ
£ s a «
c CO CN J=
© o r o
CN >
u = A <§ £ S cn 2 cs2I
S <
tu *=
o o
£ K
o a
o ^
t^; cj
O
CJ CJ
£ 2 O Q
c O j3
oi " r- CJ «
LU Q
w o
2; o H u. O
d
cj "2 S ^
3 g c S
o * E
Coo
CJ O 0-
O u
u x ¦S LU
! j=
el g
E o
!2 co 5
£ e S < I O cl— Z
-o
S5 CJ C U
00 cj e ^ c O o oi
l>g| E 3 § £ £ 8 E ? d £ LU Q cS CJ
to CJ C O
o°-2 S =
S = g
c O
= ^5
Z .2
= C .o i
Or: I
to C , — • CO CJ JO P «o 3D E .
-§ "S » i 2 o »
— u ^ >
51 *» a. £
o ol a a. a. = ">
.= re Z S O g
t 4» V ¦
<2 S 8.
?i .5'
5 c
CO V .
"° ,° o "O SbCJ
S S S ««J
to o eu
¦ies
O ct>
i2 Sr. 5 2 £
'JUD-5
¦o _£¦<|109|= Z
to cj ,
'H -
o "o oo =
CJ ~ to
VI O 4,
s i 1
-g ¦_ CJ t_,
o ° 5 =
°. s; 2 si
o = 2 k
LU Q
5 S ~^ o
¦o'
o
JO
C o
r; 5 -JO c f>
JO p
^"2 J J = ¦ u ; .2 o oi) \ "? — '
C. 51) d
5 ra
VI —
3 i!
e 9
_ J y> c o O
E ^ —
e co cn j-5 £ cn *
^5 CN
£ o o a>
^ Vi Vi £ C h y
S o (N *
<3u° £
- r- o
ca ™ -E-2Ciu
v>
£ C (N e ra ^ —
?-»^ ^
_ C CN
iS ° — 2 < d
CO •
CC CJ ,
£ .2
B. Q
o o : U X
"5 :
5 go S
JZ %r- -
^ oo r-J
: —. vi
o
K
E
"u
¦= E
o a
t^ — «
¦g £
= oi a ¦£ o
TT. .S2 C
c " -a
oo E o -EES
00 £ _
T-t — Hi
O 3 ^ O
« «. co -a •a s _
°
.2 o oo S-g-E .S? o
3 8 5
j u a
" -a
c S _
u S|9109|g
o = S. ¦
« S a.
1)
•a u w
>.|99|~
OJ U O
2 "
5 >-i
CL CL
E E
4> U
= E_ o v> 75 CJ 3 > a> o
° §- a. ¦S S &
? " -a H ^ c > o o 5 u o
CL o"
* I
— c
c c v r* C ej
> o. o. "EE
E o o
-'ii
co
^ c5
T 2 lor-
^? S tr> 5
C
VIE®
.EC —
o; '5 O «]
i ssf
I 3 - E a.
§ t T E
£e~§
1 S2 g 8 £ C *
« c|1010|Z ° « -o „
o=o S3
?i E
J- .c c -O
Oh
UJ.
« E in ,
g^S 1 yg3@
o E — CJ
p "? o d
y E^ E
>> CO vi C/l
i- CL
« qj
E ES E
" * ' co
Cm CO
to OO cj
c c c o ¦= P
on oo S
5 oo 2 co jo J= o
§ 2 c oo o
a E op w
3 -°
"S
QJ i> ° to ^ ?p CJ _ £ O CL
oo
E 5 £ « 2- >, u
E " 2 -= Cj .2 S
<££; Ho
cl S~ E
00
E ° S
" 2-
B c «
C U 3
:U 2 -
a. C; o.o
CO >'
Z XL
a
z
o ' Z ,
U a
co £)
W 00
. oo
>¦ ci
*- co
O CO
R ' ¦
^ - o x Stj" E
U ;S I, In" | S ^
e
CO >
^ — CN
« CO "O JC CN
CJ /- —-V
E o
«- o
S oo (J
c ¦= °> 2
co
CO —J 00 00 C c
S c
co
>¦
Q ©
Z
z
o ' z .
Z o
O "cj
Z .2
a
Q-Q. <
= 1
4> —
¦B ^
O « *>
u .12 co
= n E
oo
C .£
2 8
•Sq
« E o *; jg m c
c3 «0
CL.
o
= "s
cj 8<§
« c jo
T g —, a. (" or
c/i
S «
OO 0
cj oo
S c c ¦
C cu —
O O O
U ±£ ,
t<£:< k -o ca.-= £2
o?vo.
cj — >—
o .9
S CJ
c o
os "p
: <->
5 c E m
"ess
i®
C O 1J O Q.— O «i .
b < <
3 _
5-e
•2 S
£ u
cd Q.
ss o
!*- cj-g ; 2- opoo
i O. « «
a.
¦So
.2 c w ex
O
js E < on -5 Z
< >
Z .£
a
Z
to O
Z .2 D
Z o ' Z .
E o o
tn
_ -r) _
11^
c
O
fN
o
t; « Eo 5 o cs 11
© XI ^vl ^
«I y
CJ JD O
a a
a c >
<2 o §
cj '£ e
u 2 Ji
e
co
i> to
o a g
p g c
o £. o
x - a.
LU Q|910|
CO
2 gp-g
>->r-j r--
IS QJ •
E ¦§ 2
a- q ¦
"c
CJ
Q
E o
a>
CN J=
o
CN CN fN
¦£ CN X
tr_ ¦— ¦
S3 &
1-51
v « *-C « —
S 5
lu a §"
/SI tn ©
to
CN To
r :
CN C
C (N ™ C CN E
2 ~ o
5 CN >
u 2 ii &
tO C- lr* d
XJ P to 5 ;
2 & E - "1
¦§ "S I
g^" 9 o i
2° o "2 " "
*- CO CJ Jj£ cm
e « £ 51 o po.s
O (3
. _c cn V C•I 5n E
a. X ~" _
to
5 S £
« » «
JU 1= <0|109|5b E .
-a 3 J2
2 o oo 55 -o S
e
o
cj cj co
lisf
W fc T
§ is i
x: J>c/j cn
Cl, X
c co «/-» jr ^.5 cn a
« u
E
¦a o cq
1 O
[ 5 o
5 fe*
5S
E
CJ
CO —
U. LU
c
CL
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
JPMorgan Chase & Co.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Hudson Shops and Lofts. LLC
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 270 Park Avenue
New York, New York 10017
Telephone: (312) 336-1653 Fax: (312) 336-3496 Email: rondella.j.hunt@ipmorgan.com
Name of contact person: Rondella J. Hunt
Federal Employer Identification No. (if you have one): ¦
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Subdivision of Shops and Lofts at 47 Project.
Which City agency or department is requesting this EDS? Department of Transportation
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Ver. 01-01-12 Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Parly:
[ ] Person [ ]
[X] Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
M Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title SEE ATTACHMENT A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-1 54-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
None
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[XJ Yes [ ] No SEE ATTACHMENT B
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s):
SEE ATTACHMENT B
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[X| Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No |X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS: SEE ATTACHMENT B
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
SEE ATTACHMENT B
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City ofChicago (if none, indicate with "N/A" or "none").
SEE ATTACHMENT B
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
SEE ATTACHMENT B
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
|X| is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes IX] No SEE ATTACHMENT B
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.L, proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. SEE ATTACHMENT B
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records ofinvestments 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.
X 2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SEE ATTACHMENT C
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
Not Applicable
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of cacli calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe 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 of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.I. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
SEE ATTACHMENT B
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection wilh the Matter certifications equal in form and substance to those in F.l . and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to" this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
JPMorgan Chase & Co.
(Print or type name of Disclosing Party)
Attorney-in-Fact
(Print or type title of person signing)
Signed and sworn to before me on (date)
at QOQ^L County, XU-tWOfTS (state).
_ Notary Public.
Commission expires:
Page 12 of 13
CITV OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
To the Authorized Representative's knowledge, information and belief after
[ ] Yes |X] No reasonable inquiry
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes fx] No
If the 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 ofthe Municipal Code?
[ ]Yes [ ]No [X] Not Applicable
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 of the 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 OF THE ASSOCIATED EDS.
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC'DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Parry holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.l Directors:
James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Lee R. Raymond William C. Weldon Linda Bammann Michael A. Neal
Executive Officers/Operating
Ashley Bacon Stephen M. Cutler James Dimon
John L. Donnelly Mary E. Erdoes Marianne Lake Douglas B. Petno Daniel E. Pinto
Gordon A. Smith
Matthew E. Zames
Committee:
Chief Risk Officer General Counsel
Chairman of the Board, Chief Executive Officer and President
Head of Human Resources
Chief Executive Officer of Asset Management
Chief Financial Officer
Chief Executive Officer of Commercial Banking
Chief Executive Officer of the Corporate & Investment
Bank
Chief Executive Officer of Consumer & Community Banking
Chief Operating Officer
Page 1 of 13
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the Authorized Representative's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update lo this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B.l With respect to Section V, paragraph B.l. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase
Page 2 of 13
& Co.'s publicly-filed disclosures, including ils most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
B.2 (a-e) Wilh respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors of the Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are al varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters 'and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05).
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release (available at
. 05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy of the statements contained in Section V, paragraph B.3 (a & d) only as
Page 3 of 13
to the Disclosing Party and its executive officers and directors. Based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
& B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective bidders as to this transaction, or been a party to any such agreement. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's
Page 4 of 13
internet site (www.sec.gov ) (the "SEC filings") and the public record of each matter identified in the SEC filings. The Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the foregoing matters would have a material adverse effect on this transaction.
B.7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the following Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS:
Ryan Baros
Deya Booker
Anthony Mason
B.9 The Authorized Representative certifies as to the statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party
D. INTEREST IN CITY BUSINESS
D.l & D.4 As to the disclosures set forth in Section V, paragraphs D.l &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf of the Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F.l The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property
Page 5 of 13
mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Party was nol aware of previously, Disclosing Party will immediately address them.
Page 6 of 13
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.l
Directors:
James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Lee R. Raymond William C. Weldon Linda Bammann Michael A. Neal
Executive Officers/Operating
Ashley Bacon Stacey Friedman James Dimon
John L. Donnelly Mary E. Erdoes Marianne Lake Douglas B. Petno Daniel E. Pinto
Gordon A. Smith
Matthew E. Zames
Committee:
Chief Risk Officer General Counsel
Chairman of the Board, Chief Executive Officer and President
Head of Human Resources
Chief Executive Officer of Asset Management
Chief Financial Officer
Chief Executive Officer of Commercial Banking
Chief Executive Officer of the Corporate & Investment
Bank
Chief Executive Officer of Consumer & Community Banking
Chief Operating Officer
Page 1 of 13
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the Authorized Representative's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update to this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B.l With respect to Section V, paragraph B.l. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase
Page 2 of 13
& Co.'s publicly-filed disclosures, including its most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
).
B.2 (a-e) With respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors of the Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05).
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release (available at
05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy of the statements contained in Section V, paragraph B.3 (a & d) only as
Page 3 of 13
to the Disclosing Party and its executive officers and directors. Based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
& B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective bidders as to this transaction, or been a party to any such agreement. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's
Page 4 of 13
internet site (www.sec.gov ) (the "SEC filings") and the public record of each matter identified in the SEC filings. The Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the foregoing matters would have a material adverse effect on this transaction.
B.7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the following Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS:
Ryan Baros
Deya Booker
Anthony Mason
B.9 The Authorized Representative certifies as to the statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party
D. INTEREST IN CITY BUSINESS
D.l & D.4 As to the disclosures set forth in Section V, paragraphs D.l &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf ofthe Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F.l The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property
Page 5 of 13
mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed properly now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Parly was not aware of previously, Disclosing Party will immediately address them.
Page 6 of 13
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Parry holding an interest in the Applicant)
The following response is true, accurate and complete to the best of the Authorized Representative's knowledge relying on information prepared by a consultant at the direction of JPMorgan Chase & Co.
SECTION V - CERTIFICATIONS
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS.
The Disclosing Party was formed on July 1, 2004, when JPMorgan Chase & Co. acquired Bank One Corporation ("Bank One").
With regard to predecessors of the Disclosing Party as it existed prior to the Bank One Corporation acquisition ("JPMorgan Chase"), the Disclosing Party reports that J. Pierpont Morgan, Sr. was associated with George Peabody & Company and J.S. Morgan & Company (the "Peabody Firms") before he founded Drexel Morgan & Company, which ultimately became part of JPMorgan Chase. Capital supplied by Junius S. Morgan and J. Pierpont Morgan, Sr. appears to have been used to capitalize Drexel Morgan & Company in 1871. Upon the death of Junius S. Morgan, J.S. Morgan & Company came under the control of J. Pierpont Morgan, Sr. and became affiliated with J.P. Morgan & Co. Records indicate that the Peabody Firms had customers that appear to have used enslaved individuals.
JPMorgan Chase and Bank One had predecessor banks in states outside the South that purchased notes issued by, issued letters of credit or made loans to, and/or maintained correspondent accounts with municipalities, banks, companies and individuals located in Southern states where slavery was practiced during the slavery era. These municipalities, banks, companies and individuals are listed on Attachment 1.
Bank One had predecessor banks before 1866 in three Southern states: Kentucky, Louisiana and Virginia. Searches revealed slavery-related information about two Louisiana banks, the Canal Bank (formed in 1831) and the Citizens Bank (formed in 1833), and the Lexington branch ofthe second Bank of Kentucky (formed in 1835). In 1924 Citizens Bank and Canal Bank merged. Predecessors of JPMorgan Chase had longstanding banking relationships with Canal Bank and its predecessors (see Attachment 1), were creditors of Canal Bank and, in 1931, it appears that a predecessor of JPMorgan Chase led a group of investors that provided capital to Canal Bank and this predecessor of JPMorgan Chase became a shareholder and took a controlling management interest in the Canal Bank. The Canal Bank was placed into liquidation in March-May 1933 based on actions by the State of Louisiana and the federal government. In May 1933, The National Bank of Commerce in New Orleans was formed pursuant to an executive order approved by President Roosevelt and its assets included some of the deposits and loans of the old Canal Bank. Most of the capital for The National Bank of
Page 7 of 13
Commerce was provided by the Reconstruction Finance Corporation (owned by the U.S. government), with the remainder coming from new shareholders. The U.S. government also provided over $13 million toward the liquidation of the old Canal Bank. In 1947 and 1969, The National Bank of Commerce in New Orleans made two grants to Tulane University, which included archives of the Citizens Bank and Canal Bank. These materials are held at the Tulane Manuscripts Department, Special Collections Division, Howard-Tilton Memorial Library at Tulane University in New Orleans, Louisiana (collective!}', the "Tulane Records"). In 1865, the First National Bank of Lexington (subsequently a part of First Security Corporation of Kentucky which was acquired by Bank One in 1992) was formed and assumed the operations of the Lexington Branch of the second Bank of Kentucky. Public records pertaining to the Lexington Branch of the second Bank of Kentucky have been discovered that contain records relevant to this certification (the "Lexington Records"). The Tulane Records, the Lexington Records and other records indicate that:
Citizens Bank and Canal Bank provided credit lo plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 21,000 enslaved individuals were listed among the collateral covered by mortgages given to the Louisiana banks.
The Lexington Branch of the second Bank of Kentucky also provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1835 to 1865, taking into account the duplication and/or absence of exact data, approximately 55 enslaved individuals were listed among the collateral covered by mortgages given to the Lexington Branch of the second Bank of Kentucky.
When mortgages went unpaid, the banks could initiate foreclosure proceedings. When this occurred, the bank could take ownership of the collateral; The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 1,300 enslaved individuals were listed among the collateral that the Louisiana banks came to own. There is no evidence of foreclosure proceedings initiated by the Lexington Branch of the second Bank of Kentucky.
Attachment 2 lists information on mortgages as to which one of the Louisiana banks came to own enslaved individuals through foreclosure proceedings, including, where available, the names of those individuals and their prior or subsequent owners. Attachment 3 lists information on mortgages as to which one of the three banks held collateral that included enslaved individuals, including, where available, the names of those individuals and their prior or subsequent owners. The attachments will be supplemented as necessary to reflect any additional information located.
Page 8 of 13
On September 25, 2008, JPMorgan Chase Bank, National Association (a subsidiary of the Disclosing Party) acquired from the Federal Deposit Insurance Corporation, as the Receiver of Washington Mutual Bank, Henderson NV, certain assets of Washington Mutual Bank.
A review of the records of Washington Mutual Bank, including the records of its predecessor entities, has disclosed no evidence that Washington Mutual Bank nor any of its predecessors had any investments or profits from slavery, any direct involvement in the slave trade, any direct ownership in slaves, or any slaveholder insurance policies from the slavery era. There is evidence, however, that one predecessor entity, The Bowery Savings Bank, New York (1834) ("Bowery Savings"), purchased a $100,000 bond of a slave holding state, North Carolina. A total of $44,000 was paid to Bowery Savings by North Carolina in 1868 on account of the bond.
Page 9 of 13
ATTACHMENT 1 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Agricultural Bank of Mississippi
Baltimore & Ohio Rail Road Company
Bank of Alabama
Bank of Alexandria (Virginia)
Bank of Ashland at Shelby vi lie
Bank of Augusta (Georgia)
Bank of Kentucky
Bank of Louisiana
Bank of Louisville
Bank of Metropolis
Bank of Mobile
Bank of Missouri
Bank of North Carolina
Bank of South Carolina
Bank of the State of Missouri
Bank of Tennessee
Bank of Virginia
Barnett, Ellison & Co.
Beers & Brunei 1
Beers & Co.
Canal & Rail Road Bank of Vicksburg
Carrolton Bank of New Orleans
Charleston Fire & Marine Insurance Company
Chattahoochee Rail Road and Banking Company
City Bank of New Orleans
Commercial & Rail Road Bank of Vicksburg
Commercial Bank of Manchester (Mississippi)
Commercial Bank of New Orleans
Commercial Bank of Selma
Corporation of the City of New Orleans
Corporation of the City of Savannah
Davis & Davis
Delaware & Hudson Canal Company
E.I. Forestall of New Orleans
ER Tyler of New Orleans
E. Warfield, Lexington, Kentucky
Exchange & Banking Company of New Orleans
Page 10 of 13
Exchange Bank of Virginia at Richmond Franklin Bank of Baltimore First Bank of Richmond
Hunt, Morton & Quigby of Louisville (Kentucky) J.D. Beers & Co.
Louisiana & Nashville Railroad Company Mechanics & Traders Bank of New Orleans Merchant & Planters Bank of Savannah Merchants Bank of Baltimore Mississippi Sound Company Mr. Pastoret
Mr. S. Reid Irving & Co. (Cotton) Nashville and Northwestern Rail Road Co. New Orleans Canal & Banking Company North Western Bank of Virginia
Philadelphia, Wilmington & Baltimore Rail Road Company
Planters & Mechanics Bank of Charleston
Planters & Mechanics Bank of Mobile
Planters & Merchants Bank of Charleston
Planters Bank of Jackson (Mississippi)
Planters Bank of Natchez
Planters Bank of Savannah
Planters Bank of Tennessee
Robert Kinder House
Ross & Coleman
South Western Rail Road Bank of Charleston Southern Bank of Alabama Southern Bank of Kentucky
Southern Life Insurance & Trust Company of Florida
Southern Trust Company
Southwestern Rail Road Bank (South Carolina)
S. Reid Irving & Company
State & Metcalf of Gainsville, Georgia
State of Alabama
State of Florida
State of Georgia
State of Mississippi
T.T. Crittenden, Lexington and Huntsville, Kentucky Tuscumbice and Decatur Rail Road Company Union Bank of Charleston Union Bank of Florida Union Bank of Tennessee
Page 11 of 13
ATTACHMENT 2 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS OWNED BY CITIZENS BANK OF LOUISIANA AND NEW ORLEANS CANAL & BANKING COMPANY
Page 12 of 13
3 o jz
D) 3
o
"O JZ
.E j=
co
ro o.
ro o o
ro o
ro t_ xi
£ ^
E Q.
C CO
ro .E
ro E
U-*
"2 ro
£ CD
ro
CD co
— c
O s
SS
cd o
"Z. m-
-o °
CD JZ
tz tz
ro o
« T>
ro =s
CD JZ
-»—'
¦CD
jz
OT TD
o o
£
n tz ro
"o tz ro
CD
o tz ro >, cv > c o o
'S o
'5 «
w co
c **-ro cd
co ^
c
CD co
N CD
•J= O
— k_
O
CO
o ro
O
X)
ii
° g
to «-
ro £
*d ro
-o
1-2
CD|1010|co (0 CO
XJ
c o o
CD CO
CV JZ
||
co JS E
CO t
tz o
0)-(0 — CD CD <<= JZ
CO
•¦Sen
O CO
= oo
.O x-
JZ
t-
CO CO
CD O)
£ .E
tz tz o a> '•s "2
S £ a
tz CD
o ¦-tz ro
CD JZ
O CO CD
CD
ro 73 E .2
OT
TJ
i
o o
CD
.2 -o
TD C
E ro
'»s
E E m ro tz
CD if-JZ O
- CO CO c CD 1= CO
O
ro
o_
(D CO
CO CD CD JZ
11
ro
to
— JZ
OT
ro o > ro ro lu
.£ £
CD JZ
)S-g
° a.
ot a ^ «=
ro a>
XI Q.
CD co
£ ro
IT-¦° ro
ot o
ro "2 3 .£ 2 ~
o =5 c
C -D
T3 ¦a
ro JS £
2.9-
CD JZ
= 1
CO O CD O
tz ~
JZ ~ >,
tz
CD Cl co
CD JZ
CD
o
CO
c
— tz
. CD
O ^
O o
CD U
CD O
JZ tz
¦- £
"So
c+= cD
'•^ —
tz ro
CD
tz
CD 3 O" CD CD JZ OT
OT CO CD "O
fro
o ,0
W g ^ >
CD Q. CT-
CD £
co — xj
OT ^ "O OT
c
ro _g
ro ro OT xi E
<
CO
•- "S
CO o
CD O
E S
ro o,
- c Jz
> co .E
CO = ±5
> co
g CD
O i_>
O E
ro ^
Q. CD JZ fZ
g CL CD 0 TO =
CO CD
CD >
CD O C
s._
& 2
(D CD >- C
ISO >
co "S
•g-s
TJ CD
IE ro p
o o
ID
ro
E 13
fc CD
O 73 — t £ "P 73
.E X
CO .
ro £.
com
o „ o ot
> "0
in ro
CO CD
CD >-
¦o O|109|tz 75 _
— CO o
c o ro
_ ro c
jz -jr: o
ro ro co
LU a.jz
tz "
.- tz
£ c
O CD
.!2 ro
— CD
3 i-
c ro
CD CO 3
ro 0
CD
xi *—
CD JZ Q_ O CD X>
O
3 CJ
it
*D
CD t_ CD
¦*-«
CO JZ
CO CD
tz o
CD|109|
OT CD
E ro tz
CD JZ
t-
0)
ro|109|
ro
Q. CD OT
•a
CD
ro
OT £
C = P
CD > O
o ro
CO tZ 73
ro cd
i 73 r- ro
1 8
O CD CJ
CJ a)
< JZ
73
» §
35 CD
.E xi
o
o
o3
CD co
ro
JZ
O
c ro E> o
c o
o
CD
CD JZ
73 CD
O CL
o u c
OT
22 ro 'o o
CO CO
<
o
OT
X >.
XI
73
CD i_
ro
CL CD
OT
ro 5
co
co
oo
cv tu tv
Ol CO CO
ro ro co
Cl cl Q.
a>
CO
co
Cl
CD cn
CO
cl
CD O) CO
O-
CD CD CD
cn cn cn
co cn ro
CL Q- CL
CD CD CD
CO Ol Ol
co ro ro
cl O- Cl
JZ CO
JZ
co ' i— ro D_ a>
CD O-
O
O
o D_
ro
CL
JZ
CO *u-
ro tz
I—
CD CQ
ro
CL co CD
T3
'cl
CO
JZ
CO
co
' i
ro o_ co aj
ro jz O
ro
Cl
ro 0_ c •tz
CD
ro
CL
tiro
ro m
CD JZ
c
JZ
o
w CO to (fl CO
ro a.
>s c ro E
E. ro
CO
JZ CO "l_
ro Cl
CL
o
Ol
c
JZ CO
ro
ro
CL CO CD
JZ
o o
o
-t—'
ro
ro CL
co tz ro
CD
JZ
co ro
CL
ro tz ro u 75
LL
CO CD
CO
CO
CD CD
cn cn
ro ro
cl Cl
CD
cn ro
CD
oi co a.
CD
cn ro
CL
CD
cn ro
Cl
CD
co
CD CD CD CD
co cn oi cn
ro ro ro co
Cl CL Q. Cl
CN CM CM Ol
CD CD CD CD
cn oi oi oi
ro ro ro ro
Cl Q. Cl Cl
03 C
.2 to
O -J >*-
o
C
03
m
(A C o
CO CD
o tz
CD
CD Ct.
CD tz CD
CD
JZ CO ' 1—
ro
CL
c o
'co
c
CD O CO <
JZ CO *k_
ro
CL
c o
Q.
E
3 CO CO
<
JZ CO
ro
CL CD
tz
1—
o j2
1™ O
JZ CO
'rz ro
CL
ro tz ro 'o
CO
ro
LU
JZ CO
ro
CL
CD XI
JZ CO
ro
CL
|1010|£ ro
JZ CO *l_
ro Q.
CO CD JZ
o o
JZ
o
-t—'
ro
JZ co
CO D.
CO
tz ro
CD
JZ
co ' i— ro
CL
CO CD
c E
CD 3 CT JO
CL
> c
03
a
E o o
a c
!S5 c
CS
DQ
as
c
C3
O
c
03
a
JZ CO 'u-
ro
CL tz g
'co tz
CD CJ CO
<
JZ
.22
'i
ro
CL
co
_CD
"ai >. o >
<
ro
CL
ro c
CO
'o
"CD LL
"co
ro
LU
ro
CL
tz o
CO
I
CD
0)
u
l_|1010|o
CO
6 CD CD
c %
n ;£
00
O T
lo D CO
CD d)
ll
o £ S ¦*S o ^
if1"
cVt?5
"r> rn
S.|-g
00 CD CD ^ - 3
ro i- S
03
01 rj 00
3uD
£1
£ CO £ CM
cm 10 o
rr> ^ m ^
co o "i O S i5) qj O
o ^ o
- CD
Si o
P O 5 O ^ O ^ o
D CD D m
CD CD
i5 c —
0)
o
i_
o
CO
|109|«
-1 D. XI o
p "
CL c
,/i X
™ U 0)
« CO T3
03
sol
CD ^ CD
O v_|1010|O
CO
03
CO . J/1 00
_ CD 00 o
I S
CD 3)
.c o CO ~
_ rv CD Sop
E < CD 00
=3 > v"-
<0 O g CN
W O O rn
< CO O CN
c
CD
O O
CD JZ
73 C CO
ro
3 73
>
c
c o e o
+3
CO
E i_
o c
CO CO
uT
CD ¦
co
CD .> >. CO
CL
cf O jo
CD|1010|
JO CO 3
73 '>
73
c
73 CD
E
CO
tz tz
'3
CD O
-3
73 tZ CO
o|1010|
JO CO 3 73 '> 73 C
73 CD
E
CO
tz tz|1010|
73 i—
ro 5
73 LL!
JO CO 3
73 >
73 C
73 CD
E
CO
tz tz|1010|CO 3 73
73 _C
C
o
c o
CO
E c
JO CO 3 73 '> 73 C
73 CD
E
CO
tz tz|1010|(0 3 73
'>
45 _c
c o
c o
ro E
c
tz ro
CD
03 C 03
CO 3 O
O
J£ C 03
CQ
co c
CD N +3
o
CD O
c £
« c
CD
(5
C O
ro o o
o CO
> c
eS E
S | 2
CN
CO
Cl
<
c
o c
c =3
>>
CD O I
£>
CO
a:
00
CO LO
^ T- co
13 3
.CO
c o
CO
ro
oo
CD
o m oo
xi _
,CD 3 LL -3
c
CD 3 CT 0) CO
XI 3
CO
"5i
(0
3 O >
CD
c ^
—'
°I
ro c _i
,2 c
OT
co
00
c
S» c 5- °
« ro co £s xi c
3 « CO CL
3 (0 o
.2 o > c «
« 5 £ •- > o
to
CL
c o
Q
E|1010|CO (0
<
CO
CD 73|1010|J5
CD -*-» 3 O
mCL
CO
'u c
i'i
LL <
o ¦<1-
00
CL CD CO
o x: o
co ro co
CD
o c CD
CD
x:
Q.
O _
5 co
o
03
0.
CN 03
O-T- CO
E*" fc mom
CO O -C
< m oo
if o
- 2
cd o .> o
P ¦is
l- ^ c- c p
CO 03 ^
§ S| S.S?
00 ~ -
TO c rT tO ™
ogm'J
_-CO ^ CU U> ° £
c o «
D- _g) r-
£ co cb"
"O.C33 CO CO
= -3S '£ <*> co o co vr> co o x: oo < CO W t-
5 Q
CO
CO x-C . CD (v.
b:
CD
o|1010|o co
CO O C O CD CQ
O CO .& CD
£ 0? CD C > CD
c 2
CD
cj
l_ 3 O CO
co
4 -S as o
co " aj Q_ CD CD olLL
iw*
(5 10 CM CO fc C — "LI If)
CO CD
CO -C CO lUtOr-
CO
CO OJ : C= N
! CD
O in
,-b if o ; _ - o z . t- o „ ! St m o
CD O
J. coCQ
== as
S JCJC
2 c c
C CO CO
- 3 CD CQ
CO o
00 CN
CO o
b '
CD 2 <
- co;
CD
CM ~ O
t- C o
CM CD
o m j)
o
' ^ CO !
o - o cu ^ CQ CO CD 00 CD «- U>*- O) J- CO J ffl
, LO
2 OlS cn - -C - M o o
CO '
ii «-CD
> £
dene
o> CM
LL
~ D.
cn a. co LU
XT ^ 00 CD
to 2 CD*
CD c C CD CO N
x: o i—
CD XI
XI
c co
CD
c jfij
CD XI O) CO
ca S
CO
ca >i
Dl Ol CD CL
CO
to"
CD CO
o
cd"
E? o
CD
CD
E co
JZ (0
1—
-O
<
Xl"
o o
CO
c
CD
X
_co co
3 XI
'>
H5 c
c o
c o
Zj CO
£ c
_co
CO 3 "O
>
XI
c
X) CD
E
CO
tz tz|1010|
« CO 3 XI >
xi c
rz o c o
Zj
ro E o c
E
LU
cd" tz
(0
JZ CJ V—
CD
JZ
X)
c to
3 CO
<" •_
O CD
- CO
IZ CD
o X
Cl - -
« o
_co ro
3 73 >
XI C
X) CD
E ro tz rz|1010|i— CD
JZ
XI
c ro
73 C 3
E
73 LU
_co ro ca|10910|"5 "2
> >
XI 73
73 CD
E ro c c|1010|IZ C
73 CD
E ro c tz|1010|
0.
^ 3 O O
2 OT ro oi—'co ro tz xi < =
co CQ
x: o
TT CD t ^ CO CO
oi rz < —i
CO
c ro
3 JZ
COP 9^CD 3
cd « £
(— £
73 O|1010|o >«
i£ iz ro
< 5 a
f2 co
OO oO
s <
c
o-.2
Ol
X) c 3 ro —
?2 EL" 85
co "-"c }g g 2.2rS
CO
> c <»
CD > Jr?
i_ > o •
Q. O _1 Lt
00 00
c
S> c §••2
Si 2 X) c 3 « CO CL
co 1—1
3 CO
.2 5
> c
£l
CL O
o ^ o Lz JD
o „• °- o
53 Q S ^ ro c SJ t-> -3 3t?a
LO CD 00 CO
CD CD D LL
tz o tz o
JZ H
O O CL
00
oo
•tz CD XI O tt
oo oo
xi cj rz
CD V 3
U.Q o
CO
I ro X
CD
1z ro O
00
1-
00
CD
CQ
00
>cr
CO
$<3
00 CD
2-2
CD C C CD
ro n
Ol
?5
-C CO CO IT) 00
P ri.
—
co o co o LU CO
CD Ol
ro
g'co
o C
5 CM
52 -c ro co cn
'Is 00 ro t-
D- .
CO '.
y. c±
LU
ll 1 —
CO o
ro o Ul CO
CD
u
k-3 O CO
CD
£r cu
s y
o cn c i
CO
1 o 33' cs] °co°S
- CN CO JZ V* C CO CO r** CO CO - - - Q.
ro _S co
Q_ LU J|? Q-Ih'iiQ."
£> co _i
c 2 CD co
O
3m
CD 0}
II
CD
o|1010|o
CO
CO
£ CN
y s
b ^
3 CO
jo CO 3
¦o ¦>
73 C
73 CU
E
CO
c tz|1010|
jo
CO 3
¦g '>
73
c
TD CO
E
CO
c c|1010|
x:
O)
3 o
La
o
CD -g
o ro
CD >" gr- c
0 = «
5 £ £L
"F CO CD
d£55
00
CO LO
00
00
c ro
o -j
JO (0 3 73 '> 73 C
73 CD
E
CO
tz c|1010|
CO
CD CD —I (D Q
c x: o
10 00 ^—
XI CD
Ll
JO
CO 3 73
¦>
73 C
C O
c o
-Z> CO
E c
x:
CO
(0
ce
a
ra-
o o
CO ~5 C
CD
I"
™ oS
CO
ro o o§
CD CD O O)
-° s
O CD
co CD
CO JO
. O O
.tz CO Q ^
OJ
C CO
5 tz
tz
O CD
£ -i
< CD - is CO
ro o it §
c
* c
CT s
X ro
(A «M
X) C|109|«
CO cl|109|(ft o c|10 9|S ~ ro
CO
> c ro j2
Cj -w
£ > O O
CL O -J CQ
o
"3" 00
X) CD LL
>N CO
— - CO
E g '5
LU °, O
_ 1— —1
co CD -
co I
cf ro
o "a ~
ro <
- ca
CD § X) >
t.-
CD . 73
>, C O CO 3 X _I JD
ro< £
co =
« >;
•5 ro ro 0-
I s
lu ro
>>73 = CD
JO
ro
CD ¦ - >
CD ^ c "73-'-
CD
O)
2 o cd ro ll O
ro ^ E c c- CO
ro o c
X r- 3
CO CO CO CO CD _J
CO CD
co
•sj-
co
XI CD LL
73 c
c o
c o
ro E
c
jo CO 3 73 > 73 C
73 CD
E ro c c 3
C
« c
CT -tz
2 ro
CO Q. to
>
CD
!2.2cq
r" CO _ > O •
Q. O _J CD
04 00
o
CD
Q
°- CL CD -
3S
CD
u
Urn|1010|o to
o o CD
ro co
x: cm o o 255 1c co o co ro ^~
Z CN
CM ro
o o
CQ
CM
_ co ro o
Cl cn cl
SZ CO
sz O
O LD CO
Z Cl
01 CJ i—
CD
3 O CO
CD
o r
ro . >*co
ss
8°:
- O) SZ CM
£ ¦*
l 4>(
O CC <
ro 2 cd ro o c\J
2 «
co o c
CO
<3 *
- CM
SZ CO
.!2 _*
ro gco
"> -n 8
C ^ O
ro o c\l
CD O S
j= CD co
-CM SZ CO
c? § ? lQ C
"> -n 22 C g O
CO O CM 5 ® CD
O ce
CO _
f 3
_cf co
ro
CN
CO _ CO
c 12 o
Woo] l 0)m
otc?
CD CJ
c
CO .
cu
-CO SZ CO CO _^
'ro g o
W Tl 15
ro o co oi o V/ 5 CD co
On:?-
E
CO CO
4)
cd" a)
0) 3 0) CO
1 CO -"I
co >
« W £
<
as XI
tz
CO
CC j«f
OJ
b
° =5 oTco tz -
2? 3
CD"
¦*—'
to
•
a. co CQ
CO
O (U
d)
tz co — CD
8?aJ O O
is
TO |
co o 2 O
co"
"53 -»—•|1010|-J CD
oj-.E = 21
S CD
CD
CD
CD CD X 5
O xi . ca
jo CO 3
xi >
XI
c
XI CD
E
CO
SZ
c|1010|CO co
to
3 >
xi _c
c o
c o
to E
L.
o c
c
» c
?r °
CD CJ
O
£ «
CO -M
X) c
- «
CO q. o
to •-"E'cq
3 » o-
Q L .1 (D
.x a> *; to > c « JZ
jz a> > c> o
CO c- X O ¦—
¦c a O J 5 ro 0.
oo
CO
oo
JZt CD
e
CD LL
e'
to
E co CO
CD XJ CD
O JZ
§ g
CO CD U,
o to
St
tz XI o
CD CO
£ a3 < 2
o ro
L->.
ro
CL
E ro co
CD JZ
a. o
XI
<
o ¦<*• oo
JD CD LL.
c
CD
°^
,^ -
JO CD
u! to
JD JZ
I?
- ><
C XI O 3
.52 ~5
' 1—|109| -*-«
CO X t
- to
-5 — . CD
to cd Q _l . . tz
«tz CD
c < ro .
co"> co xi o CD 2 Ct
C
o
CO
tz
XI
o CC
SZ Cl CD co O
00
XI CD
E ro
CZ
c|1010|CD JZ
XI
c
CO
CD JZ
XI
c ro
S UJ
ai c: co x; O
LU >.
c2
« Z 2 o
jn ro
3 X) >
xi c
CD
c tz
<
c o
c o
Zj
E o
ro E
c
c
CO
ro
co ""^ <5 a5
CO -w
X) tz|109|ro
CO
E 3
CD
z; ct o o
Lt
CD
.XI
33 o
Cl
o
CD
CL „ _ 3 CO o S-
.2 S 2 > C«.5
» i « r
CM 00
i_ > o x: B.OJO
CM
c ro
O) 3 <
00
ro Q
c
CO
XI CD
E ro c tz
3 C
to
XI
c ro
JZ Q_ CD CO O
—i
C CD
JZ
o
CD JZ
XI
tz CO
-Q
(2
-c
CO
CO
3 CO
CD
co
'ro *—
ro
fD co co|1010|ro
CQ
CD tz o
Vj
tz
CN ¦>cf co
<
CN
00
3 3 < <
JU
o o ro
CO
L.
CD
'tz
O LL
L_|1010|a
lo >
CO 00
CO
CD
N
5 X - O
t? « 0) c > to
E° a) e
5 <"
JO CL
3 ro HO-
(0
-C CO
ro o ~ OCC
|1010|cd o c ro .
cd <-
cS^
-(D JZ
ro 2 to Q-coS
S 8?
~ CD CO
OCC-
ro - <» g
: tti
c ro >-cu >
O ci.3 =>
°o-i
-C CO m cn v -iS jc
= o = C
co gl- ro
t/7 _ w oi c
co ofi S
CO oS N
5 oo — OCC -
CD CJ
L.|1010|o
CO
o"
5 | dl
-c co ^ .S3 ^ c ro g™
D- COP
J on
S c -r-
E 2,3
CD
is c CO
D. O £
co;
}2 cm
P O in
CD XI CD
o
JZ
Cl
cd xi
CD
o
JZ
Cl
CD
o
CD
a
to"
CD
_l
CO CD CO
o
tz o
CO
"2
to
JZ CJ
bt:
tz jz o
O) . CO
jz = tD => £ Q-
Q CQ . O -i m .E cu co
~"> C 10 * CD JZ
•i §f o
¦3 CLI E
o -o M
E ro >
^ s-
•i oj-c°
OJ O >.
CD
8 gs
¦g s«
j? "S w2 g
i_- o 1 -2 co _q
0 0)0
> Lu CQ
j»;
CJ
to
—3
73
c-
CO
c
CO LL
CD" XI CD O JZ CL
>^ cj tz ro Z
cd"
73
73
CD TD
Z Ct.
co
CD
E to
CO
E
CD JZ
<
CD
CD" g
cd 03
3 CO
CO
cn c: o
CD
o
1°-O oi - tz
O) CO
Cl ">
CO L.
E to
73 <
-I ZD
to
JZ
73-0
o
CD C CD
CD
E o co —
CO JZ CQ CL
X
o
LL =£
xf °-
a- s;
-CO
tD g
CO ° .
0,0
c"E
or c
- CO o," CD CD Q)
O ^ CD
- .b CD SEE
m « ro
it! co 5
cd o
O . to"
. CD L-" ro
•o .E E
S co ro
£.2 S
e «
o 3 ro .2 cd"o
> >;
O CO CD
c 5 jz
CO O 1— CO 73
_ LU cd" CD - 3 tz tD CO
>.LL CO
c--g< .2 « cd" aJ^oj.co
Q.O 3
S" g -L
O 5 CD
73 -J2 C
O C =
CD < O
JZ .0.
H CD ,_-
CO CD _CD
CD U
o -1- .
;?!§
CO
CD jz 3 10 CD JZ
o
CO CC.
>^ c tz
<
cj
btr
c" <" 5 £
CO .tz l_"
CQ|910|. o
co o
o ro
o >
c .
CO CD
£" ro .E jz lo O 3 -cn >• 3 "5 < -J
_co
to
3 73 ">
73 C
c o
c o
Zj
to E
c
>. CD
_ «3_< ro -E to"
CD CJ CD
"a rv ^ cd" x:
.2 O o 3 S aiCL^
coo- c
CO
CD 5: 11 *w
I- O CL CD
CD co . -j
JZ to CD .
IS J =i I
E to "0 ro
^-7 >< 1§ z .
co CQ
CD 73 TZ C
CO CO JZ
O >
in 00 a.
ID
CO
CO
>.
CO
73
"o X
tz
CO
D
CO 00
CD 73
c
3 CO
CO
CD >>
to
00
CO
-?—'|1010|cn Cl jd
ro o
tO CD
CD V, x 2,
CD 3 LL <
CN U3 00
Q. CD CO
73 O
.ro -o cd
0 c <"
co ro g
° I|910|x .5 o
^ i= to
CD > «-
LL 5 CO
CM
m 00
o O
JZ
to
L-co 0.
V) CD
c E
CD 3
a jo
a.
c
2-|9 10|cr •-
10 -M
X) 1=|109|ro
CO 51
to 1—1|109|CO
.2 *
> c
CL O
3 O JZ
— co .5 co
fro I •2 CD -o ro
O CD > J LL 5
CM
in
00
o O
CD
U i_|1010|O
CO
CD
™£
D)CN1
- OJ 35 g Si co
GO
S cn -c 00 cr>
Cl I-
Q> ^ CD ^
II
CO
.E o o o Q_ CO
CD U i—
3 O CO
CO ¦
co ^
o
^ CO
M io -5. i?
jjjf
=5 o lo ro
J= O CM CO
~> CO ro to
CD CD CD C c T CO d>
ro
D
CD
CD CJ
L-
3 O CO
V TO «—|1010|<§ g§
01 a co
ro ~ ¦--
2 co -1. >. o
~ o
¦5 0
3 CO CD CD
¦ O
Ii
CD O
3 O CO
o
CD
Son ro OS
ro
c -c o cf> cn • in
-3 — <
co
; CO CD CO - oO
CD £ «<
C- CD | \ J£
CO N CJ o|109|o
I— O CO CO
CQ 3 ¦D >
xi c
e o
c
o
CO
E c
c
CD
X) CD
E
CO
c c|1010|I
1— CD SZ
XI
c to
to to
o
N
cz
CD 1—
o
—' c == — JjLu
cz to
CD
a:M
-LU ¦C -OJ CD _Q C ~ IZ
CD <
to 3
XI
'> '•5
e:
c o
c o
to E
w_
O »*-
c
_eo
CO 3
"O >
XI
c
XI CD
E to tz tz|1010|r--OO
CO 3 XI
\> xi c
c
o
c o
'+Zi CO
E
L-
o c
_co
to 3 •a '>
XI
tz
XI OJ
E
CO
c tz|1010|
to|1010|¦g '>
XI
tz
XI CD
E to c c|1010|
to|1010|!5 '>
'¦5 c
c o
c o
"¦3 CQ
E o c
CO 3
¦g >
XI
tz
XI CD
E to a tz 3
CN CM
CD
xf^
cn xi £ g .£ CD
to c
¦*-* r~
§¦ 8
o 3 c-co
2 S XI tz CO to
S'io c2 to .
0 3
£5
Cl cd
. Ol JD O. O = " SZ TO Q_
Cl XI CO < CO
= e to
to
3 <
c
CD
x: o
o
1—
CD JZ
XI
c to
4)
x: o to cr
CD tZ
CD 10
Z O
xi >; tz = CO to CO
to"
N
tZ ^
JZ
to
'C
CS
a
CD CD
to Q
a 3 o o
S> c
= o j_ £ «
(A *-| X) IZ 3 «
CO cl
~v> "I* 3 i»
¦2
5 i S
a. O -i
¦ cn cn ro co 00 co ¦>-
Cl 3 4) ^ CO
to
CL
M tD XI|1010|CO
a:
V)
Zl
to
CD
3 to -r* S
IS|5.gl
m *-» ~ — x;
o J3 < -; Pi
CO
00
CO
a
co
x , 3
o
Ot >i ._ CD *3 CD > E « CL Oj > CJ
i-
CO
a.
00 00
¦ CO
x £|109|-Q
o co
cd -e
CL tD
. XI
CD <
o
CO 00
CD-CD CO
c
S> c §¦•2
SI 5
xi c
3 CO
co a.
to '_J
3 CO
CD -x: 9-
co ¦—¦ aj o "53
Si o
c o
CL O
* g CD LL =Lx> Ot.
> C
£ 5
Hi*
o v nr c tD
CM
m 03
Q.O JO LL
00
co
£. o .2 c
CQ 03
c cm 9> 62
Isli
e r-_ co
~ o tn
O CD CL 3 CO 7= -CU CD ^ <
st° o
3 — ^ O
I
L. CD
CO "D
£ £
.E CD (0 tZ
«¦«
O 3
g ^
.2 tz n c ns CO
Si
cS ro -
73 73
*.i
*- 73
$> LU
CD .
Q. CD
. Q-
jD. .9-
O —
JZ
co cl = E
«
J5 to
1- 2 to m
|1010|73 SZ
CD CD
o
CD CD
c -C
CO < D) CO
3 x: < to tz 2 =
^ >;2
32 = co
2»0
o ^ i_
o *¦*
sco ro >
CD >%
g
co ^-g 5 Si
"53 co Z O <
32 >,=
.o
ro cz
-i CO
cJco £ i_- . -o ° 32
= O0) O > LL
tZ E= O
XI CO < CD
CO CO Jr c CO ro jz o
c o
_ CD "CD g
CO
m 3
CD CO
73 tZ CO
cz to
= CL
ro 5 CD cd
— CO
x:
CD
CO
to|1010|co cn co ^*
c to
cu r o ll O Ol
73 _- CD
"53 CC
«s
-7 CO
^ CO
CO .
CD CO
CO CD
O CO
"> co >, CO u
E s
o ro
CO CD
tz o —}
tz cz tz o < E >*32
3 O ~, CO
E O "I
73
ro _q
. c
JZ CO 73* C
Is p w -<
ro £ . _ c CO 73 O C 7 ¦"= CO JZ
- ° tz
i|S5 gS
Scdco
73 C CO
o §
= c > co -5 i CD °
Is"?!
C3)
co
2? ; ro
CO
32 >
CD
JZ = 73 CZ
° 5^1
Q
to CO
0) JZ *¦»
c x: o -J
CO
g- £"£•-
CD g O V"-CJ 2 - CD C N >- -
CD v-" > O
ro -0-.« o
CD — i- ^~
c ^_
o W c o
I'D «
CO tz
„. ro 73
CD r-
*-¦ CD „
co 05
£o «
CD o C
O tz o
. . to CD £ -2
^ -C
tz « a"
to CD -jf
2 E c
3j| c
"S
x: to g
CD C
S S2 ro
M O
CD -3 73
_i CD O = l ' r~
^ CO tO
l_ 3 <1>
b"
O a>
<- CD
_ 32 Q
j c O pj
jz
w - CJ
>> l_ 1_
O CD CD I r- r-
; ro cd -a
'Q J =
CD 73 *->
OJ -— CD to CJ
L- C~
c3l
CO
CD* 5
1° CD CD" 73 =
< £
- "co
CD LU CZ
o ro"
4-> C—
tZ CO
< O
SZ uT
iz. E 3 c?)
- to
.2 ° o cd"
^£
CD c
CO ~
O
-3 jo
co" «
3g
co" c cd ro
X3 'i=
to ro m ">
. cn cn
$
co Q. c CL -D
g
H g .52
m CD ¦ -
K O C31
£ C t-
C ™ CO
¦g STS
55<3?
CD CD
x:
o x; 3D
y cd cd
> CO Co
o o
3D "^ OX
> o .2
CD CO Jr
i_ ro
CD CD ">
CD tZ CO to
O CD
O -c >?-
73
cz o
CO
c to" So'g
U I £
5 "cd" 5
tO 73" 73
w g 9>
to O) oj" cz SZ
.£ 73 <5
« ij "g
°.u: al
oj" cd" c E E co
'2, 3 S 2 to ro LL Cl Z
a"
3 0) CO <0
cz p
CO
¦<*•
CO
cn 3 <
co m s
cn t-
c
CD (D
N .
t= O
o z
CO
CD ¦ O)
2 5-to
JZ CO cl) o cn - ^> -~r C CL F 2
co cl i: Q_ - c
>- CD CO
to ^ c CQ O-S -5" ">
£ cnO
-§ fret? o > a co ^
»o« . o too^Sm
co co
CO T-
J=
Vi
C CL CO CL
°- ^r"°
^ N] C cn CO
» s°
£ c cn
co co >>co
o
O CO
CO O
CO (N CO o
-° LB °"cn
cn o oo o
£S £Lo
o"~. o"~.
•= o ~ o 3 CD 3 CD
r- 2 H 5
CD O
L.
3 O CO
" 9rS«
CO O CD
>, t- cn o cd ps c= a-
c J«»
O !J N 3i fj CO oo
^- *~-2 o -co
cd 2^ ¦
^ CL CD O) > J£
CO CJ C o
t L 10 CQ
<*>"!
CO CLir r- 5
>, CD CO i» CO
— CO o
"icN-mp:
52
?° Sg
O o> -5 2
"') ^
Wd«
*«:
; cj
CO
.03 = O.CQ I- 2
•>!¦_• ~ O CO CLC o
0) oj
co jf
— CO
07 f- s "* s .
00 00 5 t— t— CO CO
CQ
£ .E
¦i-s" -
m « £^
JO .
LU | co->
'8 g
C ~
ro
Lt<
(1)
« 4= 'f "
CO
. Cn CO ID 45
CD JD
CD CD
£ t
O)
C
C .
CO CD
X|910|« I*
J2 ~:
O cq
5) .
JD C
CD CD
c j*
'J3 CO « CQ
¦? 03
<1
.=5 co
CD
CD
CO
j»:
CD
-5 CD JD o O CO
2 &
O JO
Hi CD
CO "
ss.
3 =5. 3 Jb < =5
. CD
CD C
== CD
O CI)
5.3
¦E-1
£ -3 LL.
x:
Cl . K »-
CD E
£ «J
O CD
o O Q co~
L_- 0)
o E
o TO
>7
- X CD O = li. > -CD CO
"CD cd
Q<
~ CD"
8^
C 3 CO CO CL
CD-CO
CD CD co cj
O ~~
C CD
cd t:
3 <
5v
X) ~ ro cd cm*; d) ^ t;
e i
CO c
3 ro S O
CO
b
o. — -OF CD CD = t
x: == x: ~ y P 0-
qT t j2
CO w
o ^-
Ct: ro
JD -
•!§
Jp CD - -"£ CL CD CD
. . iz: c
"° >• S to
c cnxi »
CO co 3H C CD CQ CD
£ LL
St
J3 CD & « CD O
m° co - jB -K_g|g
o ||
!Sx||
to
c
CO JZ
f) O
CQ H S S
CD
JO
O
CO 3
>
xi c
c o
.c o
CO
E c
CO
T3 C
to _^ CD .
O O)
~ O)
tO CD
JZ CL
O .
. . CD
CD
ro c
o c o X
Si CD
co
CD
c c
at«
CO . . CD
CD cj
in g =u-
JZ
o
v
CD JZ
XI
c
CO
CQ C . tD
,c 2
CO JZ -J CJ
- CD » CD
CD
XI
i
to -
3 >¦ LJ +j
XI to LU CL
CD CJ
to
CD -c
. CO
E 5
co ;= ii 5.SS
H.5
j<: -
2 5
Q ^oj cu
- "i X) cl cr
XI C (0
c
L
CD LL
< Srs
"ro ll
" S
JZ •2i CL 3 O CO
|1010|3 ^
ro CO < co
£y
?> ro ^ CD
to ^ J= tD
2 ll
CO >,
c
CD
CQ
to
O tD
to cr
CD c
^ E
OJ o
LL Q
ro
'o k-co CD x
"53
CO
ST «j
"— JZ1
.ro B)
CJ CD
i_ sr to
w-g.
X CD
t g LL —3
c
2. c cr.2
S "85
CO
i
Pz--Q ^ .C
co 5:
o S
3 O
¦l?c5 2
>
6 to to jo
S S! JD JD _j fc O CO CO ? q JZ: jz Jo
(LOJUOi
CO
9z- CD
£ ro £ w
c CO
JJ) 3 •—>
=5 O CD
co jz x:
LU % O
¦C U|910|Q. Jr o
S ° >>
55 o co
co
00
T~
CL CD CO
CN £
128
ii
CN
LO 00
>.
to
CM LO OO
CL CD CO
CO 00
to a
e
to
CO
¦ ?
to O
§ g
¦¦2 I
b
- in
r ao ijto w - o 2 o
to 0 ; co Ol ¦£ £-§c?0§ rom 0)2 S
S So*--.
C 5 CM J£
S2 Z .2 o 3 CO
03 w 5-g 8 S2'S8§?
* §§sl
o oo fJ °2 CO c o a ?
co OC x- O
a)
cx
ro -1->• ro S
-2 >. ? to"
— E
CJ|109|ai i
- tz
5 n
CO C CO
N
_ ._ CD
"Sslu 2:
CD . CL XI
C
32 fc cn jz tz "
co to a.
cz^
tZ f£ JD
co
co«8
= ^xf
2 ctr
to
co > -2
,e y to_
co
>, - -3
- - !5
55
JD
c -o tz CO jz to tz
S5>
tz
0) JZ CD-CD
CO
to
X _ . „« >,
CQ _. JU g CD"
K X c ro
^§3
35 8 CO
13 LJ ZJ - CO
-a t_- _ c o — o >, p
S 35 m
. £ D-
g> OJ 5s
j3 | 3
>;
'e c »
^ O 41 2 co tz
c
JZ
o —3
¦ XI . tz
CO
Z O
CD <0
cn y
co JO
CO J2 » Tj"ct>
3 CD CD
to 3 0
O JZ
1—1 y
el|
Q> ¦*-< l-
CO " v- 00
5s ,_ tO Q. 5 <
C 10 OJ SOX) > O O
I c ro co
If!
- < CO
CO . SZ
tz £ cd tr p
CL CO t
>sO >, 5= - "D C CD C
CJ 0 ro
u T X
C v." O CD
cd E 32 .E o
i! co O X CO JD <
u co oj cf ™
¦o -> ~ CD - XJ l- JZ O
LL CO 5 - CD
co - 32
E
C- tz tD O
V> E
O 3 XI
a CQ LU
E
CO
a> ro .5 ->
CD E? ¦o o j*f .E CD
co
CD
~> cz" CO
^ - CO to rj)
tf 5 to
CD CD -3
32 —1 < -j; co~
X) r- _l
ro ss -n a?j^
LU to oj =^0 CD x> - -c « ^ ~ CO o
- C/3
E '£ ro 2 ro jzjEO-
CL
O jl-
co « E c-c5 333
Is"
_ i~ F O CD E CO O LU
¦jj S b
- m
tl
% ° £. °
3 CO
to 'c
- O) CD .1=
« §
jz ro
c o
o I
CD O
.c
JZt
c 1— to X
To 3 33
CO-g
|1 - r-" O
^ ro E
o ¦¦
co 35 o
JZ
o
O
of
1X3
•vt 00
CO CL
>
c to
E
E to
CO
03 O k. 3 O CO
to 3 ¦a '> xi
c o
c o
CO
E
« c = o 5T*=
c to
CO 3 CO
CO
CL. ^
W o
Q)
CD ¦¦g
c CO
I|9 10|- > o
a. O _i
¦a
c co co
Si
CO CD ° v- OJLD
"i 5. °3
-*= ? o -
~ CO CO CJ)
-5 co co c
cn co 5 a> c c o
C CU CU rS
jo y y
3 '"^ oo
JO
ro 3 -g "> x> tz
XI CD
E to c tz|1010|
C
o
CO
£i
c 0-
CZ aj . CO
CD 332 . to
SPz,
00
ta <
x;
JO L_ CO
a
c o
D C JZ
in to
£10
CO t—
co rs
o
03 O
L.
3 O CO
E 2
CO 3 XI
¦>
xi
5m
JO
to
c o
c o zz to
E k.
o tz|1010|•g >
X)
c
X) CD
E to c tz|1010|
c
cu c
i-.2
as
X) c
in
Ii
m CD CO Jf
o Q-
36
3 JO ^ CO CL _CL to 1 1 "~ 3 O
0)
c
00
tz 3
a o
CD
o
l_
3 O CO
cb d
o
™ £51 o
c" 1 ^
- y— oj
«^
cu
u o r^. ^ cfl Ococo < CO ro t-
ID U u. 3 O
to
CU CN
CCD r--CO
Q. «
cn b.
cu -
>•-£ o 2 > o < m
CD
u k.
3 O
to
co -
c _i ro
o o
IS
~ cu
in o CD
CO C o
LU CO ^:
_f °- 22
O og
CD CJ
L-
3 O
to
C
re
E o o
o c
IS c
(0
CO o*
c
o
to c
o
o
o
-C CJ
73 JO
CZ O)
co <
T5 cd"
i- cz
ro co
of
73
i
CO
CO N
. _ 3
S= CO
CO .
a, >
«' §|109|ro
CD S
r= 0)
co TD ~
CZ CO
co x:
CH O
OL
73 CO
!5 cf
¦tf cz
Id «
_i I
C X)
CD C
CO 3
•o >
73 c
c o
c o
"X3
a
E k-
o i*-
c
j= co
cr co cd
CZ CO sz
CD CD
CD
c CD XI 3 CD
a.
x: co ^ ro x: izz :=?X1
To LLI ro
CD . . .!= CD
c
g c £¦2
S3
xt c
3 «
cr.E CO <
£ CO
Q_ p
to 73 cz
03
£ C3 „ CO i-CO XI 3
2= *= £
73 '> (0
Q
toE * o --2 e
> c « .™ dl > u =
Q. O _i «?
oo
CO
O
LOCO S°
o
co O
Jfl
CO 3
> 73
c
c o
c o zz
CO
E b-o
c
c
oj c
3. ° tr-43
ro X) c
co CO CL
"55 1—1 3 W
.2 CD
> c £5 Cl O
> 4=
c
CD
X
c co
CO 3 CO
co CD X
JZ CJ
L_
CD JZ
73 C CO
x:
CO
c
(0
X
ty)
£2 co ,*> oi't:
CO cD
a ca To •0 co
£ w
O OJ 73 (i
CO
00
CJ CD
Q
CO 3 73
73 C
c o tz 0
+3 CO
E
c
« c £.2
X) c|109|«
co E
1/)|109|to
w o
> c Q- O
x: to i_
CO CL
c o to
I
CD
to
3 73 >
73 C
c o
c o
to E o c
c
S> c
cr -jz 2 ro
CO CL
>
CD
to
CD
c ro
> o
- 5|9 10|Cl O —1
.!2
cd £ co ro
"co o- ro
ro
c -J
ro j£ o o
„ Q) - -
10 o o>
CO C t-
UJ ro
_T cu i;
o§8
tD o
1—
o to
to
ro cn 0. o co cn cu o
co
¦g
2 CM
CD
o
3 O
to
CU rM
O IZ C
CO x-
s »
c o o '
.!2 ^
s. *
CO JmL
OJ o
O m
- CN
!2 co
s. -
CO v-
a> o 6 m
ro d.
co jt:
cu o|109|°
o m
CO
» co- "s
J CD C 3 "CZ CD
.2 S"§ co » E goS
.22 >> ©"
11*
- .-t: c
>> _l CD
f— ~ '-*—¦ c m
3~ CO LU CD - .
m XL "S
32 CO L.-UJQ CD -
"2 S <"'
tZ CO
CO .CD ^
JS S" CO
< CQ O
m.s.g
o ra =
CD
O
§ « CL.
^ ii * .92 S> 32. co 1
¦£ c °. fo
O JZ —'n TO O
. - 92 cd cz Q-,- S3
IIS*.
- -> 3 -4= CD - O co ir >>—1 CD O CD _ i-
cO
0 tk o .
T 41 "n —
' a £ d^ Jl
O « cT32 £ '*= o S
O CL cD
X to _j —-_ CO _ CD l-¦ 5sX!
1; in i_ —
CO L_ ^
322 -j cd -J- . —> CO
cd".ffi ro =
O) C 3 CD
1111
d *
JD 2=!
CT^ CO nj-- JD C CZ C O CO L=
E . £
3 _ CO E H Jg 75 92 C9
c
CL c .E 32
-1 «°
O LL
.§. E c — 00
^£
o" ^ >-3S « 3 3 30 0- S 5 >> "-
CD CO o
p-i- o
CL 22 JD •9 SCO b d «2 >
,§S5
O CO h-
32
CO 3 X)
'> xi _c
c o
c
Q Zj
to E
c
-ic: o
to
CL
c ro I5-
c >,
<5
jT-S < to
- c
CD C
CO|910|co
CD tz
B» tO|10910|CD c
—I O
CD JZ 0-X.
«s
•= CO
E .to to s
x is d~i £ g
3 tz CD tz Lt CL
to
3 XI >
xi _c
c o
c o zz
CO
E b. o
c
tz
CO
O
CQ CQ
tz
SZ
o
tz ro
JD
3 B>
JZ
ro
0 to N
to CO
O <2
cj co
CO co
5 o
o -
CO
>- jd 'cr
O „ CD OlC >
Lu/iLE
co
00
*—
CJ CD Q
SZ
.22 (n
CO 0.
CO CD JZ
o
o +-*
'sz u
CO
z
OJ c
= o cr -r;
S ™
CO 4-1
X) tz 3 30 co cl "w ""^ 3 to _
.2 oj *=
M
0. o
CO CL
CO
c to
CD
c
CD C|109|© 0-
CT~ —
g» CO «
CO +-> i_
xi tz ^5|109|co .22
<5 E §-
1/1 1-1 c n
.2 iS •*= to
Q. O Jl
00 CO 00
> o 2:
tz
CD
cn o
CQ
00
JD CD
CO
co
00
tz|1010|
CO
¦>
CO
Q tz 'E
CO,
E?
CD CQ
fi 01
S.S
: En
-CN -C= <
goo nj c\)
cn '
r2 d
co
cu o
~ o
O CO
U) CO
c
co jtr a o
O CQ
tz c '3
a
3f
CD 1—
73
c <
co *t % °
° ?
a ^
cn
L « ri. ¦ g8
CO
JD o O CO
0) CD
E
OJ 3 3 H X CO
CO) CJ
L.
3 O ID
JO
CO 3 73 >
c
c o
c o
'X* CO
E k. o
<«-
c
~ ^-CO CO . «-
Lc- CD ^
jjj 8cn"
? 5,35
_j" 5?S
^ §5 o oS
Z O £
CO
X cz"
XI O
at
tz o
CO
73
CZ
o
. E 73 in
tf
CD SZl
co
co °-§X
O
— o
CD o U- CO
co a > fo
00 CJ o CO
SZ CO
CD
c
CO
-I = LU CO _
-1
CO 03
cr.2 §<
-J CD
1 ca
"C f CD £ 45 <~
CD" 0 I g
Q-jz
CO
CQ c_ . CD
to c X co
co
CD O) CO O)
So.
s§
sz' S cn cr>
CD
_ cz
§5
£ •"" co co a »-
CD
tz
CO
O
TD CD
.2? •§,ro
re •o
CD LU CZ .
c tz
O CD O T>
be?|10 9|CD
cfi
i6<|109|>. - o
C C CO
cd ca to tz >^Q
^ s«-
J2 E ¦
O -tZ CD
73 4-T C O CO
7. ^ E
CD CO JZ
o
7l i| CC £ -S3 CD"
owe
>; 5
Slu
CQ 73
gP6
CO CO CD X CO CL
CO CD * JZ
c C3J Js —-
O co
c; CD n> £ S
cd ci
u -
& CD
JZ
o
^—
c to
CD
JZ
73 tZ
73 CD
E to cz tz|1010|73 CZ CO
"53
J3
o
JO 4)
to
to
CO
X o
CD CO
CO CL
>i
CD 1—
ro
tz» c
<
O cz
to _>. to
03 co co >.
to X
co"
73
tz 'cj|1010|CD o C 3 tO _J
0) CD -c ro js ¦fi to JZ
to ~ to Cl" LU O
CN CN CO
ro ci. c -
SZ
y o
a> o u. CD
_l CD ^ °- C 2
o §3
Z O ^
CZ JZ
o
|1010|o
tz
SZ
o
CO
'
t
0j E
CD to tD
E to
CO
oj o -C c JZ: o
W
tz o
co tz
3 to
CO
o
CJ CO JO
CQ
0) 3 tZ CO
c
« c
cr ¦—
S « to
2 .2
xi c 3 to co E To "
3 CO .2 CD
> c
£1
CL O
CO
SZX
cz|1010|a
c
CO '—-
la
C0 >
cc: I
CD t "C C CO CD § CQ >
= X ^
CO
CO —
X) CD
tz|1010|5 J2. CO
o m co
xr
00
o
CD
Q
o in 00
o m 00
CL CL CD
< < CO
LO 00
CO
CO
00
X—
Cl CD CO
CO -4-00
CL CD CO
LO 2
i_ o CL CD
< Q
C3> 00
> o
O)
00
> o
ATTACHMENT 3 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS MORTGAGED TO CITIZENS BANK OF LOUISIANA, NEW ORLEANS CANAL & BANKING COMPANY AND LEXINGTON BRANCH OF THE SECOND BANK OF KENTUCKY
Page 13 of 14
Due to their voluminous size, Attachments 2 and 3 are not attached hereto.
Please see the Economic Disclosure Statement of JPMorgan Chase & Co. for Attachments 2 and 3 in their entirety.
Page 14 of 14
ATTACHMENT 3 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS MORTGAGED TO CITIZENS BANK OF LOUISIANA, NEW ORLEANS CANAL & BANKING COMPANY AND LEXINGTON BRANCH OF THE SECOND BANK OF KENTUCKY
Page 13 of 13
c o
CO CO
CQ oj 15 £
C JZ
CO *-O E
CO O c J=
CO r-
4? I
O 2
5 "° co .22
z c
oj .2
£ ro
co §
cz o
™ C
co ¦— '5 cu
o -. m
c 10 ro »
CQ ^
io £
Is
b E
"O
CD CO O) C
n co 0) o
CL i_
CO JO
ro £>
H
•5 o jz >i=
-o "ro
jo jo
c ° o °
g S
jz 2?
5 c co ro
CD >r co CQ CO r-
° o
C/l ¦*-'
CD P
i*: .E
= X
C Q)
CD _J
"O
™
to
~ CJ
e>I •p
32 — o °
CD C
jz ro
1- CQ
OJ CO
CO u
cn o ro jz D) t; tz E5 o o E O ¦o ><
S§ 5.S
C TO O LL.
° CD
OT|910|C CD
O JZ
U CO
1*
CJ
CJ
CD £
«° CD CD O JZ cz
I— ro x> >
e §
CD O > w-
E o
— < CD .22 c co
ro E "3 °
H ° CD
ro {£ -a => 1| co ro
CD ii=
&»
CL.f"
X)
c •
ro <2
<2 ro
o 22
o|910|x> o
£ Z.
3 3 C O
E 0>
c o
,5?
CQ ¦+-»
g S
>-r ro
O Q.
^v.
O t5 jj
HI
O CD _-
CO CO
.22 "E c
^ O y CO O S
.t oj OJ
CO OJ "D
_ZS
° E co ro J2 cj co
-o cr
CD *zi
c
o 2 ^ to
3 §
-5 .E
OJ CD
cd £
2 LU
CO £ C OJ OJ o
5 v.-
O CO
%£_
CD C JZ CD
5 .32
CD ~ JZ OT -~ CD
•*-" ~ OT JZ1
3 i_
O CD
sz ro
O CD c >-
8 «
,Lr
OJ
CD CO JZ
r-
co
.ti CD C E
£5 jz
CQ
c c S ro
CD
c?^
'= § o
5 OT
c
CD
O
CD CD
o xi
CO .9
--J?
ja. ro
— X) CO CD c O)
ro c O <5
V ro
ro .22
m to
CO —
Sjz'
N &
E > ro o Z -o CD
ro
O CD O > CD CO JZ
£ co
ro ca
JZ
.E92
CD 3
33 o 32 x>
" CD
.E jz
OJ OJ
E S ro ro c o
O
co
a ro
CD
cl cd -a
05 co xj 3 ,_ 32 o > cn
73 CZ
c s
C 73
c"g
I "5
O OT
ro c >, ro tz x:
CD CD
Q. o
CD CD JZ ot 3 C CO
OJ
to c?
O O
C
izf
•i »
.E -a
S XJ
« ffro 92|10 10|=|9 109|c >, o
n
o E|109|^
^ cn
x> z>|109 10|SS ®
0. cd
^ X)|10 9|>|10910|O CL
05 co
OJ
^ TO
> ro
co ^
S-8 "|109 10|CD
XI X)
c"° 32
32|910|§ £
x» o>
.92 .E
xi ^
co x|10910|o £
t H o
XI X)
c cu|109|"E|109|P
o c
^ g
"xi CD c
ro co
CO to
&.g
CD
W CD
0 CD
CL fj " 3
o
>, OT
.E ro ro c
cn
.E oj
xi
32 oj
CO
CD
O X3
E jz
~|910|CD" X)|10 9|ro
.ii OT
o J2 co E ot ro
§ ^ *- c xi ro
S E ro i_
CD £
- cn
CO c 3 1=
£ ^3 r- Cl co
xi xi izS
S'-E o ro
xi
j? ro jz
OT
cz o CD C ¦§ OT
> ro
g
0 CD XI £
c JZ|10 9|-o
£ ^
ro to
£ x.
CD ?J
o c
E «
XI o|10 9|I|10109
10|c
cd ro
cd 32|109|c
CO CD
Oj JZ
ro i_
o
.
O CD
E cz
o H
CO CD
c >
ro|910|o o
— o
>. i_
c CD
ro jz
o O 08
0 co ro
•JZ
O c ro cn
cz o
tj|10 10|I
"O|10 10|JZ
XI|10 10|o a. k—
o o
JZ
OT 0
ro o o co co <
O
x>
X)
0 ro
Cl|10 10|CO
ro 5
co
cu cn
CO CL
co
cu cn co
cu cn ro Cl
in tt
cu cn ro
Q-
t*
cu cn co
CL
co
TT OJ
cn co
CL
CU
cn co o.
cu cn co
CL
IO OJ
cn co
CL
o CD
cu cn ro
CL
CD
cu cn co
CL
LO
CO OJ
cn co
CL
CO CO CD
cn ro
CL
CN f~-
Q)
cn co
CL
CN OJ
cn co
Q_
CO
Q) cn to
CL
ro
cu cn
CO CL
CO
cu cn
CO CL
sz
CO
CO CL
sz o
CO 3
o
CO CL co OJ
c
E cu|1010|cr ro
Dl
ro
Ll-CU
cu cl|1010|o o
o
CL
ro
cu m
CL 10
cu -g
CL CO
CL.
sz
10
SZ
co ' i— ro
CL
>> c ro E E ro f—
ro
ro
CL
ro
CL
CO
OJ
sz
CO
ro
CL co CD
E ro
ro
CL
CD tZ
tz o
XI
CD
i—
i
CU
CL
ro
CL
c t:
ro CL
cr ¦o tz ro
ro
CL
ro cz ro cu X
SZ CO 'l_
ro CL
co ro co tz cd
D.
ro Cl
ir ro
tz
SZ
o
ro m cu
t ro 3"
o
C/jC/jCOCOCOCOCOC/jWr-c—
ro a. tz o
cn c
x: to
5 5 5
CD
cn ro Cl
CD
cn
CO Cl
CD cn ro
Q_
CD O) CO Q_
CD
ro cl
in cd
CD
cn ro
CL
CD
cd cn ro
CL
a> cn ro
CL
cd a>
tD cn ro o_
o
CM CD
cn ro
CL
CN CD O) CO CL
CO CN CD
cn co
CL
o
CO
CD cn ro
CL
co
CD
cn ro
OL
co
CD
cn ro
CL
tj-co
CO
cn ro
CL
Tf
co
CD
cn ro
CL
tT
co
CD cn ro a.
m co
CD
cn ro
CL
O
c
CS
CO
(0 E CD N
o
CO CD CJ
tz
s> £
CD
CD
c CD CD
SZ
_w
'v_
ro
CL
tz o
CO
c
CD
o
CO
<
x:
CO
ro
CL
tr g
a. E
3 CO CO
<
ro a.
> tz cu
CO
ro CL co JD
a> >, o >
<
-C
to
CO Q.
0? =55
CD
ro O
SZ CO 'l_
ro a.
cu tz
o
XI
32 O
SZ CO
ro
a. ro
o o c o O
x: co 't, ro
a.
a> cn|1010|o cc
cz o
ro co —'
CO
to
LU
CO
a.
ro O a—i
CO
ro
LU
ro
CL
ro cz ro 'o
co ro
LU
ro a.
£
OJ X)
ro CL c o
CO
Us
tD it: CD
SZ CO
ro CL
CD
>, ro
x: to ' i— ro
CL
cz o
CO 't3
ro
ro
CL
CD SZ CJ L_|1010|£ to
SZ
cn
'u-
ro
CL
tD CO 3
o
^ CD
SZ
to
"l_ CO
CL CO (D
SZ
o o
CJ
ro
ro CL co tr ro
CD
o
CD CD
co
CO Q-
CD
cn co a.
CD CO CO CL
co
CD OJ
cn
CO CL
Tien
CD
cn co
CL
TT CO
OJ CO CO CL
m co
CD
cn
CO CL
o o
CD
cn ro
CL
o o
CD
cn co
CL
co CL
CD SZ CJ l_
3 o
SZ CO
CO CL
CJ
ro 3
O
CO CL
10 CD
E ro
ro CL
CD o O
CD -t—<
CZ
o
SZ
SZ
to ro
CL
cr co
ro CL
cr -o cz CO
to
CO CL
- to
CL
tz ro
0 cz cz o
JD 0
*J *J »J *J 0 CO CO CO CO h-
SZ
to
*l_ CO CL
CO
cz CO
tD LL
oo
0 cn co
CL
IO CO
0 cn to cl
IO
00|10 10|CO CO CL
CD CO
0 cn
CO CL
CD CO
0 cn ca
CL
CO|10 10|CO CO CL
00
0 cn
CO CL
co oo
0 cn co
CL
o
CO
0 cn co
CL
o
0 cn to
CL
c
CO
E
O O a
c
(0
CD oc5
~m e
(0
O
(0
c
CO I.
O
jz to "t_ co
D-cz O CO
c 0
CJ
to
<
co CL cz o
CL
E|1010|to
CO
<
SZ CO 'l_
to
CL
CO|10 10|¦0 >> o >
<
CO
CL
to
T3
L
o o cz o
o
SZ
to
'l_ CO
a.
0 cn|1010|o
a.
cz o
•*—-
CO CD
"to CO LU
SZ CO
to
CL
P h
CO
to CO LU
o
-*—'
to
CO LU
CO CL
|10 10|sz>
CO CL
0 >.
CO
SZ O
c
<0 l_
m
c o
m
c
X
CD
XL
o|1010|<*->
C CD * t+-O
c ro CQ
tz
3 O
O 0
-?—«
0 >< co
LL
o z
o z
o
z
o o
CO
o o CO
o o CO
o CO
m
CQ Ol
o o co
o o
CQ
CQ cu
c 5
co o co
3 O
10
cu
>. 3 c
cu
CU t-
co ™ cr>
CO 3 00 3
1— I— T- I—
in
¦"3-CO
ro Tf co
T— I
00 CO 00
n
CO 00
p
m oo
o
"w cu
¦2 CN —' CO
cu o
o
cu
Co £ CM
CO
3 cu
™ 5 » 8
3 CO 3 CO
I- 1- I- «-
00
CO CO 00
CO cu o
£5
00
00 CO 00
o
'c/5 "&}
cu cu
co -2 co
- 5 s
CO CO
cu o cu o
"5 Ǥ
3 CO 3 CO
cn
00
cu o
cn
00
I5*
CD T 00
o
CO CO
00
a
™ eft 3 CO
H T-
o m oo
cu o cr
CO CO CD CD
E
CO
XI CD
C
.5 "55
o _i
O
XL C CO
co
c
(D N
(A O O
c
(I)
(1) "co
1_
(1) C 0)
O
CO
o co
jo
O § O .32
Mi
a?
f i
ii
«- ctt
CD .
*5 js
O <
cu cu
CL "cD
C CO
E E
LU
>^ 73 3
J/>
co|1010|•g
'>
XJ CZ
o> tz
5 o
CO
73 i—
JO <
jn co|1010|-g >
73
cr
73 CD
E
CD
tZ
cr|1010|
CT
cz
<
jo CO 3
•g '>
73 C
73 CD
E
CO
cr. cr|1010|"3-
X) c co
co >»
o
x> cr
CO
CD
o
cr
X)
c
<
JO CO 3
¦g '> x> cr
x> CD
E co c cr|1010|
XI
c
CO
cr
X)
c
<
JO
to|1010|¦g
;>
XJ
c
X) CD
E ¦ co cr cr|1010|
or
tz
CO|1010|
JO co|1010|¦g '>
XI
c
XI CD
E co tz tz
3 X)
c CO
tz q
CO
•
c jo
CL
c o
4—'
JD
JD
CO CO
JO
co
3 73 >
XJ tZ
XI CD
E co cr tz
3 XI
c co
xT
CD CL O
cr o
2> a> co
CD SZt
o Cr.
LS
CD cr cn
3 X
'tz 'co c
<
a. o CO
iu"
60
32 LU ro
N
Lu
to" sz
A—'
CO
cr co X
JD
'5
3 CD
a" c
s
cr:
CD|1010|
JO
CO 3 XJ
'>
XJ CZ
XJ
CD
E
CO
tz tz
3 X)
tz ro
cr
CD
ro
o
XI
cz
3 O CO
ro
XI
XI
tz ro
CD
tz
E ro
>¦ tz|1010|o
CO
jo ro
3 73 \> 73
C
73 CD
E
CO
c c|1010|
CD
XI
tz ro cu
X) CD SZ
Cl
c:
CQ
ro
3 73 > 73 C
73 CD
E ro cr tz|1010|CM CN
73
cr ro
73
^ tz cn 35
|1010|
3 co
CD ^
co .—-
.CO CO|109|zz?
CQ CQ
CD
cn
CO CL
CO CU
Z CO
o z CO vr
o o CQ
o o CQ CU
o o CD
o o co
o
CQ
o CD
o o CD
o CO
c
if
c
CO CO
CO CO
CD f. cn
if =5
co
S CU T-
o is
(0
«J CO
CO CO
^ OO
CM
LO 00
cu
-> CO
CD O
c
3 CO
TT
00
_3 « i-: h
O
c co ^' —) o —
CO N CO CO -vr CO 0O 00 00
c • cu
CD
in oo
cu
.2 o>
= f
cu o
c -
CO
a?
3 00
o co
CM 00
00 CO 00
Tf CN
Io o
o|910|>. s
— Tf
W CO
CU "~
.— co
QJ O|109|CO
m tt co
00
CJ
o
.2 CM
cu o 2 S
CO CO
3 CO 3 CO
TT CO
O
c ZK CU
CO CO 00
c rr
in
oo
o
c Z) cu
TT
00
CO
cu
I?
=> CN QJ O
§
CO
CM TT 00
gj CD
Jo
CO tz tz
CO
X
JD
>>
a:
ch cz
o
CN 0) cn ro
a
(0
Im
CD +j
iS JO
o §
O) O
S
ll
D) ~
« ^
E co tz tz|1010|
jo co|1010|> XJ
cz
XJ CD
E co tz tz
Zl
in
jo
CO ZJ
-g ¦>
XJ
tz
XJ CD
E
CO
tz c
3 XJ
tz to
XJ
c to
jo ro
3 XJ
> XJ
tz
XJ CD
E to c tz|1010|o
CM XJ
tz ro tz o
-»—»
ro -*-« tz ro
Q-
jo ro|1010|¦g '>
XJ
sz
XJ CD
E ro tz tz|1010|
JO
ro|1010|•g '>
XJ
cz
XJ CD
E ca tz tz|1010|
XJ
tz ro tz o
ro tz jg
jo ro|1010|x> >
XJ
c x>
OJ
E ro c tz|1010|
JO
ro
3 XJ "> XJ
tz
XJ CD
E ro c c
3 CM
JO CO 3
¦g ¦>
XJ
tz
XJ CD
E ro c tz
3 XJ
tz ro c o
tz ro
CD JZ
cn c
XJ ZJ CJ
tz
JO
ro|1010|¦g '>
XJ
jz
CO CM
XJ
tz ro c
Q
JS £r
"tz c
TO CD O.X
JO
ro
3 XJ
> XJ
tz
XJ CD
E ro c tz
3 CM
JO
ro|1010|•g '>
XJ
tz
XJ OJ
E co tz tz|1010|
CO C
o
|1010|cr W
CD~
XJ
ro ca
tz" g
Cl E
ro
JZ
O
jo ro|1010|•g >
XJ SZ
XJ CD
E ro tz tz
3 XI
cz ro
SZ
o
tz ro
jo ro
3 XJ '> XJ
c
XI CD
E ro c tz|1010|
c .o O o
oc5
E
CO
.c cz
JO CO CO
XJ O
d e •§
!;= ro t|109|= ro
TO|99|JZ
O § O
CO
ID 3
cr o to
CD
tz tz o
JZ!
V
ro
JZ
O
CO
¦e
Jz O
O tz tz
<
JD O
O
JZ|1010|CO CO
s
O
XJ
cz
X?
Q
CO
e
CO
CO
Q .
tz
CO
§-
ro Q
O
CD
xf o
CL
sz CD >
ro D
O CJ
co"
ro E
CD XJ
>. x> c o in CD
D
tz|1010|o
o X)
ro X CD Q
c CD X
"fa >> o Q
o
E •2
5 S|
-ogle Q t Q ~
o 2
o|1010|o 2
CO
o o co
o o
CO
CQ tt)
o o co
o co
o o co u
o o
CO|1010|o o m
cu
0) I cn
— CL> O
to
CO c/> C CD
o
.CS CO CO
C/) Tj"
CU 00 > ^
'£. co"
.Si! CD (- 00
3 CU
c|1010|
o
rj cu
3 h-
c/l CU
¦is|1010|CU T-
CO
cu o
p
3 CO
o
CM CM
cu <-iS 5
£5
o >.
CO
o3
¦2 co
CO
cu o
3 CO
o
cu|1010|if
cu o
I §
3 CO t- r-
iu
1°
—' CM CU o
CM CN
O
CU
¦I CM
= S
CU o|109|CO
CO CO
O LL
CO
ro Q
oo
co ¦c-
00
o
LO 00
cn co oo
o
LO
oo
CO
LO 00
CO 00
cn co oo
r--co oo
CO
Tt
oo
r--oo
CO
co
00
Tt
00
XJ C
CO
o or
'3 CD
ro|1010|-g >
XJ
cz
JO CJ)
f—
CD ~
¦t; >
_J0 jO
o £
O XJ
o 8-
jz
05
c o
D)
tz jz
CO
CO
co 3
>
XJ
tz
X) OJ
E
CO
XJ 3
Q to'
CL
co
CD
cz
cz
3 .X
CO XJ
tz
CO XJ
tz
CO
XJ
cu E
CO
c tz|1010|
o
CO XJ
cz
CO
XJ
c
CO
E
CO
cu Cl
E
OJ
OT
CO 3 XJ
">
XJ
tz
CJ)
cz o
0J o
OJ
fj OT
xj co
co 32
XJ >
tZ XJ
CO c
jo
CO 3
32 >
XJ
jz
XJ OJ
E
CO
tz tz|1010|co
XJ
c
CO
tz o
*.*-»
CO
"cz jo
Cl
0) tz
OT 3 O) 3
<
CJ
cu
o
o
XJ
o
GJ
JZ
co 0) 3
cr o
CO
CD OT
o ¦g
35 CO 3
32 >
XJ
tz
XJ OJ
E
CO
tz cz
.3
JO CO 3
32 ¦>
XJ
cz
XJ
cu E
CO
tz tz
3 CM
JO CO 3
32 ¦>
XJ
cz
XJ OJ
E
CO cz cz
•3 CO
m
XJ
tz
CO
tz o
13
-«—'
tz 35
CL
a>
OJ r-
d)
XJ
c E CD
XJ
c
CO
JO
co|1010|32 ¦>
OT
co
3 XJ
'>
XJ
tz
XJ OJ
E co cz tz
3 XJ
tz
CO XJ
tz
CO
XJ
tz
XJ OJ
E
CO
tz tz|1010|o o
T—
X)
tz co tz g
CO
c co
cl 3y
JO
CO 3
32 >
XJ
cz
T5 OJ
E ro c tz|1010|
ro|1010|32 ;>
XJ
c
XJ CD
E ro c c
3 XJ
tz ro
XJ
tz ro
JO
ro|1010|32 >
XJ
tz
XJ CD
E
CO
tz tz|1010|XJ tz to tz o
ro tz 35
CL
32 ro|1010|32 ¦>
XI
c
XJ CD
E ro tz tz|1010|in
XJ
cz
CO XJ
tz ro
>, XJ
- tz ?7 CO iz CO
3 xj X c . - ro
CD . -
° w
. . CD
jz ro
w i
co ro ? -2
CD ¦-
-i cT io" S
CD S
w «=¦
™ 8
OT ^
jd ro ro
oj
E
CO
I— co . . OJ tZ TZ
o ro
to x:
ou O
xj - -
tz XJ
< s
c x:
cd .y x or
tz — CD 'jz X CL to ¦ -ro£
o x:
CD CJ) CO CL
CO
O z5
P
O Q
LL
CD" 3 CJ) 3
Q
|101010|CO
o
xj" tz|101010|Q
Q
LU
Xi" tz o|1010|D
TZ CD X)
CD JZt
to
O O
CO LL
JZ CL CD OT O
CO CD XI i—
o
Ll
CO
XJ LU
O LL
CD XJ
"o
JO Q_
CO
XJ LU
i_T
gj 'tz o
LL
CO
JD
l
ro
JZ
O
cz"
't: o
LL
cz
TZ-O
CD JZ
o
1—
XI
CD
I
C
-c o
CD ¦§|1010|CO
¦Q
CO
CD
S2
CD
EE
CO
O
tz
le
CD
oa
CD N O
CD
o 2
o co
o o co
m cu
o m
CO
cu
co cu
CO cu
CO ^ CU
CD U
CJ
CU TT
> CO
c «
5 n »
O i! a
ro
t- a.
(A
a> ca
a
E co
CO tz"
I
co
• - .2 I a
•a oj
JO
O o co
< o
- -
•9 co
co
CO
oi" O
X) L-
CD >¦ CD c
£i=
C >, O co
m o
SZ CO
'co
if
tz
CD
x
CD . - =
coco
CD
CD O) i—
o
CD
c _
£ <
CO . .
°.xT
co tz
= CO
LU CO
CD CO flj
aj co =? o
>. 5> CD > ¦ CO
O ¦ - "O .2
e e|1010|TJ CQ © K
S> §
2. OQ
t: e ° -g
I s
O CO CO CO
s: w
cf coco -5
«5 CL
¦2: o
b/co
.E >;
SZ o
CL C
cd ro
"> N
<¦> JrT
tz ro cr w
CD 3
X3
CO
CD CD
58" «
LL
cd £ ? g>
CD
Si
cd-S
ro .£ .n ro LU 2
. _ CO
ro cd tz tT c co < -<= - O >> cr co cr cd
1=5 s ¦8 J
«"¦£
c ro
55
3 CD
c ;^ ro
JZt -3
ro o Z —i
>p
co «
Q- ¦§
LU
CD
ro a> «> %
CO
= o
• - ro >> c ro
c/> Q
o
CM CO
CD
o|1010|
o
co co •a >
X)
cr
XI CD
E ro c
0) o
'co CU
.2 cn
-* CN
CU t-|109|CO
I— —
o
>. 'il
CU t-
Jf
CO Tf CO
3 CO
co m
CO
XI
a> E ro tz tz
3 CM
in
XI
cr . ro
03
3 —I|1010|§. CO CQ
C
o
jo ro|1010|•g ">
XJ
tz
XJ CD
E ro c tz|1010|xi cz ro c o
ro c
CO
Q.
.co 55
i
CD
<:
o
c
JO Q. X)
C JO
•S ro
CD 3 _ O) XJ (0
S'l ro O .£ a
O CN O
. o 2r 6 2?
c ^ c cm
cro
tT
oo
ro co
o in oo
CO CO
oo
co cl)
CD 3
cn ro
JO
ro
3 XJ '> XI
JO
ro|1010|•g
>
XJ
cr
XJ
E co cz cz
3 CD
XJ
c ro
ro
3 XJ '> XJ
c
XJ CD
E ro tz cz|1010|c
XJ CD
E
CO
cz cz
3 XJ
c co cr g
ro c jo
CL
¦n" co
cd ro pi
CD °
xj" io" CD Cl
. LU
"ro if> "a E
CO XJ
tr ro
ca
o
3 _l CD
co 5
S.«
O SZ 2 XJ
- cz co ro
"55
c Q
CD
SZ
o
>^
CD
cr
XJ
co
as y
-cr <
XJ oj
cr zzz co .t;
CO —' CO L-
p cr
o
a
cr CD CO
JD "cr CO
D
t" ro jr
cu o
£ CO
CO
m oo
jo ro
3 XJ
> XJ
cz
XJ CD
E ro cr c|1010|in co
XJ
cr ro tz o
ro
H—'
CZ
ro
cu <-
m oo
JO
ro
3 XI > XJ
cz
XJ
CD
E ro c c
3 CO XJ
cz ro
XJ
cr ro
oo co oo
JO
ro
3 XJ '> XJ
c
XI CD
E co cz cz|1010|co
CD C
O
TD C CO
c JZ p
CD
e-.g
JO S
-r lu
CO CD 3
cr o ro
XI
cz
CO
CO *k-CD
X
co CD JZ
cm
3 X
CO 3 JZ CO
o
CD 3
>> CO
cz" O CO
cz
SZ
o
CQ
tz" ro
X)
co tn
CD SZ) O
or
08 to CD >, CD
X
o tz
o3
CD O) XI
O
tz o X
x"|1010|to
CD i— XI
tz ro
co
tz
CL
CO|1010|CO
cci
tz co
CD O
m XJ
CD CZ _l CO
o
o CD
b
oj
Q) 2 cn
O 5 0
il -1 co
•.mo
-J c Z:
O 2 5
CO H ?
V) CD
"5 :$;
m
CD
co
« o S ro' <->
J>- »»o
(1) T" J-
.2 co 2
C o TT CD O
ro m "> — 3 CO O
cn
00
o
— cn
—' rr
Tf
00
O CO
15
00
o co
o
¦Is
i= OD
J2 co
3 CO
00 CO CO
CO CU
o
ar-
in Tf
CO
ea cu
o
O S 52 co
CD T" CD t-
s?
3 CO
¦cj-
00
CO CU
o
CO CD
CD O
¦>cf 00
CD 3
g co
c S
CO CD CO Tf « «>
c cu
N
O
5 §
CO
.¦= Tf
crt CO
CD >
—' O) CD O C CO
"
CO
CO
Tt
00
CO
Tt
00
CO CD
le
CO
00 CO 00
o o co cu
c
CO CO
o
ZJ
cu c
CO
o ¦tt
00
=> CO
cu o
1$
¦cj-00
£5
in
•cj" OO
CO
cu
o o
<^ CN Q i g
—' cn co
CD O ID O CD O
in
N" 00
is IS 1$
in
CO 00
o co
o
OO CO 00
CO CO CO
j/j
CO|1010|_ -g
to ;>
i- -a
O cz •*-> —
(0 xj — OJ
ZZ OJ
O E O g
U) 35 fO co 05 -, ¦+-" _5 >_ XJ
O J?
§ or
o 1- ^
O 5
TO (0 CCO
CO -fcj
X cz
. . CO
CO tz
3^ x3
LU a3
- - LU 0> . .
§ o co .f=
tz
CO XJ
Cr.
cr
CO tz . - JZ CO o
5" to cj (3)
OJ
E co
CO
-if
0) JO
o OC
CO
° >
f? CO
oj CD
o <=>
° 75 35 to
if
if co Q cd 35 j_-jz . . CD
co t o
CD JZ CJ
XJ 3 CO CJ
35 co
3 XJ
;>
XJ
tz
XJ CD
E
CO
tz
CZ 3
o
CO XJ
tz co >* XT CD CJ. O
gj
jz
CO tD
Q
b
jo co
3 XJ
;>
XJ . cz
XJ CD
E co c tz|1010|CN
XJ c
CO
f?
CD Cl O
CD _^
1—
CO CL
jo co
3 XJ |> XJ
c
XJ CD
E
CO tz c
3 XJ
tz to tz o
tz to
to
JD
CO JZ
o
CO CL
CD 3 CJ)
XJ
tz to
'co
CD
E
E
CL
'<
CD CL
XJ CD
E
CO
tz tz|1010|o
|10 10|JZ XJ
cz co
CO CO
CO CD
.> >, CO
c o jo
CD
w
CO 3 XJ
¦>
XJ
tz
O)
c
o tz cj" £
XJ CD —
£ o
35
CO 3 XJ
¦>
XJ
tz
XJ CD
E co cz tz|1010|00 CN XJ
tz co
XJ
tz co
CD
cz
's
CO
o
CD
cl
o cz
o
CL
CD tz tz to
XJ CD
E
CO
tz
"co|1010|¦g >
XJ
XJ
c to
XJ tz
CO
co
Cr. ^
tz CO
o cz o
Cl 3
o
1 E
Is
a xj
CZ CO O P
CO
CO
o
cc
CD
o a
cr
CO
tz o
^—'
CL
E to X co
tz CO
CD CO CO
32
o
*cz co
CD
CO
"E
tD JZ
tz
<
JZ JD.
o
XJ
<
CO 3 CJ) 3
<
D) O)
g o
O) CD
err
CO
CO 3
¦g ¦>
XJ
tz
XJ CD
E
CO
c
CZ 3
XJ
tz
CO
tz o
tz CD
CD
ja
CD CO 3 LU XJ
cz to
CO CD
O JD
• 5
Cr! o
35
CO 3
-g
XJ CZ
XJ CD
E
CO
tz cz|1010|o
LO XJ
cz co cz o
TO tz 35
CL
CO
tz DC
35 to|1010|33 '>
X)
CO
tz
tz
XJ CD
E
CO
tz c
3 CO
XJ
L
ro
XI
CO
o
XJ
cz
CO CO
cz
CO
tz
CD JO
o DC
35 to|1010|32 ">
XJ
cz
XI CD
E co cz cz
3 XJ
cz
CO CZ
o
tz CO
35 3
CO
o o
c
.CO
-§
tz
CO CO
in
tD D)
to
CL
o z
o z
CO
CQ OJ
o CQ
CQ o o
CQ
c 5
c
03 CO
c
CD O i_
O CO
o
>1 v>
l_
OJ
is
—' in
Q) O
Eg
C ,-
U ?3
O
0)
cj
Z) ^ OJ o
CJ
CJ
£ co
J2 TT 3 CO
3 CD
'~r' /T> CO
w
CD +-»
co Q
CM "CT 00
CM IO OO
co Tt
00
CM LO CO
00 CO CO
co
CO
CO
CO
CO 00
00 CO 00
Tt
CO
CO
in oo
co co
in
Tt CO
OJ
in
CO
Tf . CO
Tt
CO
cr o
jo CD 3
>
TJ IZ
"D
CJ
ro E
I— CO
CD tz
*•> cz
ro|910|o 05
to
TJ tz CD .2 TO ca 1. O) ro t a. O o 5 $
JO CO 3
TJ >
X)
tz
TJ OJ
E"
CO
tz c|1010|
TJ C CO
5? co CO|1010|o >.
CO CD
to tz o
ro c jo
CL
o
ro|1010|¦g >
TJ C
XJ CD
E ro c tz|1010|jo CO 3 XJ
'>
TJ JZ
XJ OJ
E ro tz c|1010|TJ tZ
co tz g
-4—'
ro -*—*
tz
ro
CL
jo ro
3 TJ
;>
XJ
jz
TJ CD
E ro c tz|1010|o
CM
jo ro|1010|jo ro
3 XJ
> XJ JZ
XJ CD
E ro tz tz
3 XJ
tz ro c g
ro tz jo
CL
xj >
JO CO 3
xj '>
XJ JZ
XJ CD
E co tz tz
3 XJ
tz ro tz o
ro "tz jo a.
JO
ro|1010|xj >
TJ tZ
XJ CD
E ro c tz|1010|XJ CZ
ro tz o
-4—'
ro c jo
CL
JO CO 3
¦g ">
XJ
tz
XJ OJ
E ro tz tz
3 XJ
tz co c g
ro *j tz
CO CL
JO
co|1010|•g >
XJ
tz
XJ OJ
E ro tz c|1010|XJ tz
CO
tz g
ro *j
tz
jo
CL
XJ
jz
XJ OJ
E co tz tz|1010|
X)
c ro to c o
ro c jg Cl O
CL CL CL CL CL S a|1010|o >> co
CQ
tz o
XJ
tz JO co
CJ CO
ro
JO
co|1010|xj >
XJ
cz
XJ OJ
E ro cz tz
3 CD
XJ
tz ro tz o
tz JO CL
JO
ro
3 TJ '> XJ
tz
XJ OJ
E ro cz cz
3 XJ
tz ro cz g
ro "tz jo
CL
JO
ro
3 XJ
XJ JZ
XJ CD
E ro
CZ
tz
3 XJ
cz ro cz o
ro -*—* tz JO Cl
jo CO
3 TJ "> XJ
tz
XJ
a)
E ro cz cz|1010|r-
XJ
cz ro
XJ
tz ro
JO
ro
3 TJ
> XJ JZ
XJ CD
E ro tz cz
3 XJ
c co tz g
ro tz jo cl
CO OJ OJ CO
CL
tz jo
>"
CD
*- cc
C s£
O I
LU
."co 5 o
CO
CL OJ CO
O
TO
'cz
O CO
CD X
d
cf o
-4—'
CO
L_-
s
ZJ
CO
c_
cf
e
3 Xj C 3 CO
tz E
43 c
3 CO
c
e
3 XJ
c; 3 CO
c
CL 3 CO
to tz
§¦
CO
cr c
OJ
3.
CD ^~
3 CO
tr
CO
to E o
JZ
XJ XJ
o
o tz
OJ CO
•CD
E
-OJ
Co cz p
Xj
ca
E .ro
co
Cjj S> .c is
3 -C
o CO
m
CU
o m
CD CD
CQ ^ c/i iu
o
o
0)
o
3 O
co
c rz 3 >,
co o
CO
— CO
g 3
CO
CD Tf-
> CO
c °°
cd jf
CU CO
o cr>
cn co
< •-
co
JJJ CN
ro "CD CO
00
CO CO 00
r--
LO CO 00
TJ
cr
00 CO 00
CO
a>
*-> jo
<0 co
o .-g
TJ cr
OJ —
CO cr
t cr
e
o c o
._ -c o> o
!.§>
o5
Jrt
TJ '> CO
Q
TJ C CO CO
jd u.
CO
JC
O
CO 3
¦g ¦>
TJ
c
TJ
a>
E co cr cr
3 CD
TJ
•- m
JO
co|1010|-g ">
jn ro
3 TJ *> TJ
tZ
TJ OJ
E ro cr c
3 CO
TJ C
TJ CO
E co c c
3 TJ
cr ca cr
Q
'-4—<
TO "cr ro _
CO OJ
jcr cn
3 X 08
OJ
CL
CD
>^ OJ
B >, 3J § cS §
xj o
xi ro
ro o|910|f— CO . -
- CO cr
£ - §
OJ . _ TJ
>- <
Cl TJ
CD TJ j-
CO LU I"
xj i_-
o OJ
CO cr
oj
cr I-
xr . -
O co
¦i, JD
ro £ =5 °-2TE
s°
> o oj ro
—I CO jo jo . _
co co
J< ro
CL <
CO CO O
(X.
if
tr -1 < 5
>; pj il|1010|•g >
TJ C
ro<
.2 ro
i &>
O
co E? •| io
o =? M- c ro
£ ll
ro co —I X
ro tj co c 3 —
CO co »2
cr
o cr
c 3
8 = P -£
§ o
< 03 OJ XT
5 co
ii
sir
LU
CA
32|910|SZ "tD i—
o cr o
TJ O CJ
m O >
ro
OJ
c? «= ro — 2 <
CO CO
OJ
jo CO cr
iff cS-3" 3 co ro
O LT TJ • - CO j=
c oj
CO
E > 32 >»
H ro
OJ
ro co o 2 as
LL
= CJ 1
5 ro 32 it cc co
c
o cr
c
_J
CO 'iZ
3-
CO JD
OS CL
C
o
"55 c
CD O CO <
CD XJ. O
E 30^
" ^ oj JP -c- cj
c I oj 2 oj
¦5 «0 -o
. - 5= ro
£ o o
ro —»
tj <
< 32 • -
• - > JD N CO =5 0) Q .t;
III
jo J2 >;
™ O ro ¦n ¦ - co So
cn co n n c
.£ S « djO ?.
tz . - CO
CD CO
C/> _J
= I >;
CD
CO CO
CD . .
E
CO -3 CD
0J
x:
tj cr ro
TJ
c
CO
TJ C CD CD
z 3:
£ CO w
CD
cn co CL
CD
n
O >¦ in cu
CD 1
a =»
O i5
CO
(O ^
Q £
CD CD
Tf -
Tf co
CO T-
CD "X °>
o ro o cn CO c
CD O CO .;>
TO
cn j: tr cn o cz
5 CD 0.
jf c cn o
o ^
CO|910|OJ
D °
C °
II
CD £
< CN . . CO CN CO
c c
H CO|109|g
. CD
CD
O ^.
W CO
< Q
3 ?s
U CO
co n o
- ~ 00 . o
1— T— o. CO
OJ CD
OO
CO 00
o m
CD ¦ CO CO ' CO ¦
c o cn c
CD O
cn <
CM N^ LJ CO CO t-O
S5 °
co "
S2 ?
o -5
ro jr CD cn
<2 co
£ 0-
N c
*^ O
O in
. c
>. CD
~ a cn cn
is <
Is
—' CN
to T*
00
oo
CO 00
o
CD OJ O CO
cn co
OJ CO CO
cr cz
CD
X
:>. cz
o
JZ
9 cz
as
O) C|10 9|CD
CL|910|. . OJ
32 CD
Q to"
¦o =§
CD O
:= crT
P
:_- CD"
S Id
£1
CD
i
o . .
LL 72
¦ - >
tz
<
o to
CO CO
CD CD
~ Q|109|o
ro SS
o ^
o £
§ &
O cz
xj co
LU Z
JO TO ZJ
xj >
XJ
JZ
O)
cz o
jz ro to1 co
w io
Er? ro o 5 zj
<5 -1 jz t£
CL CD O JZl CO O
iU^. JZ CD CL J=
» CO
CD JZ
XJ
rz
CD
c o
co
-*—'
tz ro
CL
ro co
CO
JD
L
CD
JZ
O CD
xr ro
CL
ro cz o
CO
E ro
w CO
92. >¦ oj is
b »
CD -1
CD co . - co
IS
c X
"S ^
CO
n< CO -JS (11 CU
CD CL
co 'c CD Q
CD JD CO
E
XJ
h.
tz" CD JZ CL CD
CO
to" oj . ro a
to CD
ro X tz
JZ
o
ro
k_
O
o
TJ
to U) (0 O)
•c
O
ro
~ ro xj
iZ c CD O ZJ i=
ro ro ro ^-2 co
. - XJ
ro =
tj £
ro to
Lu S
CD _
2 £ 1 a. ? ca
. - >i .= E S E 5 ro Q I—
CD
CZ
ro
a> ro
? CD
O D
co CD CO
o
o
-J CD . - JZ
E ° ro ™ CO °-
to"
= I i- ro
co N o ro
£-§
rf_3
tz . . tD -t;
X.2
o jj C o J ro
S'o
2 hi" o e x .gj
IS
o X
oM
CO CD CO JZ}
i2 ro „,
— cn W
cd - - 32 ro
—- cr lz
CD tZ
o cd ro Z I to
XL
tz|1010|UL-
t" CD CQ
CD" O CO
z
e"
ro CO
cf
JZ
o
>- XJ
a> tz
jz ro
O) >,
ZJ =
ro ro
XJ CO
CD cd"
ro |109|B
CO CD
. - tz
CD CZ
Q) c
s.t£
ro c
tz tz
O CD
CD -j
_l . .
§ ro CD
. - CD
CD "CZ
O CD
ro s
£ % «2 cd
ro
o 2 O g1 Lf CD O "D CD CO ~> 'CD co" J> '5 >>
•J= CD
CD CO —' XJ
I? cd" ro
< S .CD"
E
" - to > ._ CD >,
Si ^ Q CO
XJ
¦ tz ro
CD
«
CD ZJ O)
CD JZ
XJ
c c ro ro
™ I
. CO
ro tz
ZJ
tf o Ll
xj tz CD
>i
o
ZJ
to CO CrT
c "S
CD to
x5 5
.— XJ JZ
9? o
tz ro
CD CO
'ZJ
o
CD JZ
tz ro
CD XJ
-I LL
'ro c o
a> cd —1 tz
.ti 'J=
0- oj . - ZJ
*<
ZJ «J
CO LU CL
ro .55 CO o
cf E
JZ I—
ro
. - CO
co co to tz CO iS
. . JZ
>» ro 3=: tz
CD
CO L-1
ja tz o c CO CO . -
. ro
C -co
go
C LT
to rr
co ro
cd" :e
cd"
° a
= <
Id 00
S <»"
ro zxj
Q ro
CO ¦ -
ro
xj .12
-1
tz -o
.E o
CO" ^ N tD. J3 IZ
g-o>
5 § ?
.-¦pro
T3 .C *7
® oj 2
tD i? <:
it= o ->
tz
lu >; co §
CO O
cz ro
O CD [if CO r:
tZL
E
OJ
¦S ro ctr 531
o
CD
= O oj
CQ . - .to
CD|910|zSf
CO CD
-g S z?
' E
£ g ^ co
^ E c o ro t—
Is sn
ro ! co t
ro
o
cd t
co z> O . .
^ ar
to TJ
tO -3
_l . - >* >. O)
ro cd
CL CL
cr
CO tz
ro § w
ctr
cn £ jz. o
tj —
> -t- X)
CD 3 3
Q 2 co
o .— OQ o
.1 E
co ^
XJ
tz CD
CZ
ro o
tz .|1010|Q cci
i_" cD CD O)
tz O OJ CD
* CD
o
JZ
O
tz CD CO
ro
JZ
O
co ;--W. §
tD I—
CD
OJ ><
O
-.— l_
XJ JZl
CD |
M ^
Q. CO
c= Iz"
ro
jo ro
3 XJ '> XJ
cz
CQ CO
"C3 cV
cd £
z a
¦ - CO
.cj o
s 7i
5 o
2' R co
JD jo >, CD > JZl O £ <
_ _ I . _
LT E
o .S5
CO
roi= c 35 ro 2 $ 35 § CO
or
CD JZl CO .N
Lu
co" CD >,
CD
OO
CD O)
ro
CL
CJ CD <2 CN I < CN
in
i > , S co
o
Q) O
3 g O i? CO ,5
CO f
CO T-
CM
(A 0)
CO
O
CU Tf
O rr
<
oo
CQ IU
o ° °
- ir>
"> s «
~ cn i co . r=
; 9 *- n
co ^ co|1099|z
^ -*t
CO co
^ ° °
CO o o
52 CD CQ
co co
CD B
w CJ
OJ o"
O
>T. CD CO tn CO
^ CD CO
CO CO v
¦M Q « CD CQ
tfl to V- ° o.
TT|99|S
>
c
jrj n n
co
^ o O O
cu cn
r- rf 03
CO cn ill
CO ¦ - •-
CO O) CO
co IT
o
tN 00 CO
• CO -"J-
in
LO 00
CO CO 00
O CO CO
TJ OJ
o
CO
tj
o
XI
E
CO
co
c
CD
ro LU
CD' "2
cl £ E ra
O CD
» 4?
co o _ ^cr
g =§ i
CD xt
tj cr co
CD O
cr co
© .E 32
o 5
XJ
<]) CD
o £ <0 -a O) c
t ro "55
^ C O
S 19 O
o
OJ TJ
ro E <
O 5
eg
cf
o «! CQ 2
E cd'
is
CD|1010|O) i—
CO
§ is
CD CL
E o a.
jo co
3 T3 >
TO CZ
Ol
cz o
OJ
O X5
CO
CD
E bj"
. - *¦*-*
OJ CL
T3 CD
cr CQ
CD
cr
>" 5) • . 0J OJ =S CJ ~
CJ
CD CO O
or
CD N
ro co 'cn i£ co
CZ CD
E 2
CQ
CD CD
cr o
CO
cr x: o
V". bj = o tr
ro o
CD|109|£
g o
CD
ro oj
< CD
if ro
CD CD X
•if
CD
CD
too.!? J i:
xr rS o Cn
" CD
CD "
=§ cr
-) Cfl ? 5 -)
TJ CZ CO
cz o E
co
E
r-
C7 TJ C CO
c
CD CQ
'aS
n>
o
CD O
cf o E o o
CO
io" CD x: o
CD
Cl
rr co
CD —>
CD
I—
r; cr CO
cd" tj
CD CJ CD
3 O CQ
TJ CD
o
CD
>, CD CO
*— CD
CQ
oj"
CZ CD
cn
3 LU
C7 cr CD X
CD CO
c
CD
tr O X
TJ
tr CO
CQ
B
to CD TJ O
CD Cl g.
0_
l.- co E co
CD . .
j= CZ
o ca ca
CO (jj
> —
UJ «2
>>
TJ CZ
ca co
"53
SZ
o ca
or
E 'S|109|J5
a; CD
O CD
Q .£
co cz
o f
CL E
co
M g
CD CO
* if
^ CO
io Ll-oj . -
E ^ ro ~
^ CO
1°.
. . CO ?Z> OJ TJ TT
co
CO o
CO CD
S ro
CD co
E S. ro o
CD i_-
b <2
c o
O OJ X X
CO OJ
g-% ro CD ~>
ro CQ x: . - co c ^-CD f3 x: < cl . -
B £ CO to
Ex_ .ro £7
il
.E cf E
ca 3 '£? "5 OJ J_-
co E
>. .
a) oj
r= CL
C CO
•= CO
e E
<= O
CD
ca
CD
S> ro oj E? to g|10 9|oj rr
cd O 92 CD - - £
.CO) L- O TT
CD cz Cj
> oj •-
10 N >
-» j-- §
cr -E cd
-2. jy cf
ro o > cr
j ir a
- OJ . . OJ >. JO
-S^CO tD
-2 'x|109|- «>"
ro r- CO
£ 3 UL O CO . -
ro°. |
el.--
¦*-« . _ o CD o to CO
3 °> SZ
11 3 o
TJ <
TJ - -
CD OJ to
XT E CD
H ro 3 . - cr cr
c_ (I
ro oj ro
Z CO -j
CD c c
in" ro .92 co
ro
to •-o .E
3 3 OJ CO (DO CD
c
CO
• -JD CO
ro oj ro n O 2
5.S
= 3
x: o to -1
cf . - o >» TJ
TJ 3 <
to" cr
B cr
'3 CO
SZ B
•55
-Q o.
S ro
^ co
LU c . - CD >< CD
ro ^
CO JD"
ro co
co cr oj co < 2|1010|CD i—
. X)
CD" \%
ro 6
s z
o °
I*
rS m
<1>
OJ O) => £,|109|o
^ 2 c
ro sz
CD ^
O cn
CD
O CO
CO
Si w ro <£>
CO cu
ro D.
o lo cn co <
O LO 00
CD cu
cu co
O CO
tn oo
< »-
00 CO 00
o o
m cu
O
— IO ZD S
co
00
r>~ co 8 ^
CD jo" cu
O) o
co o ™ co o cu ro
—- o)
c XI
« o io 2
§ S ¦a 8
tn co
oo
CO
CO c
CO CO 00
- r 111
T Q. co
T CO . iz
^ »- N 01
co CQ ^
5 O
jk: J£ O O O O CQ m CU
a; cu co
2 tz CO
ro w
Ol to
Sue
CL Z:
Sgz°
5 s m
™ to ll
- ^z|910|CO CO c
"*
¦- tf|910|CM
in 00
I
00 CO 00
- ro - CD
co z=-
? (3
O cn
CD q3 co
cu >
O) c CO
to -3 0
t 0)»
o tz co
^ ro co
C H CN
to . -
¦c co 6
ro o -7
0- CN S
c°o|109|co o
o c° CQ E?5 cu
=> . D
m c
< J I
00
co
00
£
0-
co
_ OJ
CD CO
CO o|109|j£
cr is
co co
D S
= cf
XT =
0- S
JD ^
^ ¦o
OJ CD CO LL
jo >>
g £ > . -
£
cn lo c= c
(0
CD
JO
O O
|S
O CJ CO
OJ CO £ — TJ if
£ o
<0 m
TJ
0) _ <
<0 J5 -
O) CL T3
o
2 52
c ro g
ro g
D) •= -CO
TJ
cr ro
It?
CO (0
2co
L. Q)
2 cf
6 Ii
>> E
co
ro
CjCO
E to-
ro =
TD
< to"
co o
cr
.55 ro ro
ro «=
2 s Si
cr x: co 0
2 S3
irf -<=
CO TJ
•cr cr ro ro S ro
. - XT
cd tr: gj co ro2
TJ CO 1 W
c >;
<- CD
5 i
CO fc-OJ c
a<
-1 io' cr 35 35 ro S CL
ro
5 o
£
c o
x: ro
£ -° ro o
a. cr
CO ?J W TJ
^ TJ OJ C
xr co
CO r-
51
32 >
c .92
o|910|cr j_-
O 30
3 "cd c N 30 LU
e-cf
R 8
O) — 3 OJ
CO 2
I?
CD
y oj
? OJ OJ
XT" : . CL Cl x: . .
CD CZ
tz
CO N 3
CO
>i o cr ro ZZ.
to"
O)
3 o 01 cz o ro co
CD
o
oi o >, o LU 3
. - co
9j O 30 g . _ ro
OJ CD
LS > 30 co co cz ¦ - xr co o 2 ~)
^ roll
CO
if c
OJ CO
CO CO
to" ¦g jj <
to"|109|
ro O
55
3? co a z
ct cn
E o
o _J
a. E
cr O
r-
CO . .
CZ =
CD t
x: -1-
55 «
^
co -p
£ S
a. co
0 to ¦*-»
Q) CO
E 9;
w 15 if co
< ro
i_" CO
JD oj
CD —
CL CD
ii
-1 ro b-co ro o
ro rf
OJ CO to 2
cn to" < &
3 i=
cd x:
32 8 • - .to X) c O 0, CO . . . - tD xr SI
CL O CD tZ
co ro
xr
E> o o j-
CD CO
-> O ¦is' "a
§ .11
O) OJ
.= -2
> CD
o cz *- 4=
CD CO
O) TJ =J C <
ro . -^_ to 32 30
J3c5
5 CQ
co
LU E
• CO
Co >>
I|910|O OJ
CL CD CO
o
tz tt ro
co
~j ca
ro x: O
bj-.c ro
¦8
3P
CO
s
CO CQ
i>i
O) O) CD Q_
CO
jo CO 3
32 ¦>
TJ JZ
OJ
sz o
CD
TJ CZ
ro
TJ CZ
ro
r- CO
1 .9-
CO
.2 CD
q5 ^
E
. TJ 0 £ ro co
£, c 00 oj ro co
32 = < in
p)
CO
CD
E ro
OJ CD
xr o
tz to
CD
CO CD 3 O" CJ
ro
cr c CD X
jo
CD 3
32
:> cd
T3 .CZ
•— ¦§
o) Q. .£ <
11
£ co m "I
TJ tZ CD
TJ SZ
to
o o tz
CO
X 3 CO CD
CD CQ
SZ r~
OJ O) CD CL
OJ
o
1-3 O CO
CD -cr
co
(A Q)
ro
a
cr o
I
co <
tr
CD XI O
or
OJ
r*:
o CO
OJ
o cr
OJ
'8 °-
E oj
o cr
xr 'cr
Q) CO £
~ -2 «
o
— TJ :r
O > ro
¦5 Q
& CO)
D) 32 oj
tf o ~
Sir §
S £ a.
tr
OJ X)
o a:
c
it|1010|L_ ^
«> 3T
I ^ OcS
o
TO o
CO
(-CO t- *-
¦CJ-
m
CO
CO CO
co|1010|tj >
TJ C
TJ OJ
E to cr c
3 TJ
cr CO cr o
'-4—'
CO C
ro
CL
jo co
3 TD '> TJ JZ
TJ OJ
E to tz cr
3 TJ
cr co c g
TO
32
CL
OJ x:
cz
JZ
o
E
CO "53
m
CQ
TJ 3
co tr
OJ
m
CD
o o co
^ C\l CO
CO ol
^ o
CD >
O) cn
c o O
CO CD
CO CO
CO 0.
ro cn tr o
to g
CN
o
Q. CO
£ 9
3 «-CO
CO CO <
.9 CO CM
E 5- 9
3 . CM
co lo *tr
CO Tf CO
< *- *-
CN
co
00
00 CO 00
g>
m CD
iz
OJ
cj|1010|CQ
'a>
XJ CD OJ
OJ
o cr
OJ
tn o x
TJ
to
OJ 3
cr o co
E to
xi <
t: o
LL
jo
CO 3
TJ >
TJ
g
OJ
cr
5 o
coco E o sz
h-
jtn co|1010|¦g >
TJ
c
0)
pj
OJ
tz
Is
OJ
xr ^—i
TJ C CO
TJ cr co
•2 bj-*- ~>
M »
CO ^ TJ OJ £
oj tz
'sz cl
OJ co o
—>
to o
CD OJ
CO
JO Q_
„ OJ xi
_ o
CQ CC
CD
^ TJ
3 O
m
CO CD
tr o 5
tr o
CO
CJ
c r>
CD
£ -*
_co o u o r- CO
00 00
JO
ca|1010|¦g >
"tj tz
TJ CD
E co cr tz|1010|l>-
TJ tZ CO cr g
-t—'
to tz jo
CL
Q
TJ"
i
O
M—
"D CO
CO
CO
o
°- o5
c o
.2 m=
I?|109|.
co r~-
< CM
co
03
OJ CO O CCt
CL
CO CO c
CO
CD|1010|3 cr 03
E .o
.°2 'cr ca
co
Q ro jo 3
TJ
cr O)
cr .?2
1 8-
O CO
M—
co ro"
T3 LU
co ro
tj = cr cd jo o
TJ
tz co
CL CO
.02 r?2
to £
JZ co
O LU
tr o 5
C CM CO CM °- J=
c o .2 35 a. co
Is|1010|CO O
"> CM
lo oo
oo
00
< CM
cn
XI
o a co
CO 00
CD co O
if
c
CD
X
CD
xr
tj" tz o E
TJ LU
jo co
3 TJ '>
TJ CZ
O) ZZ
"S
o
CD xr
TJ
C
co
TJ
cr
CO
CL CO CQ tz co
CD
O
tz
JO CD
a
o
<§ -
CD <
cn cm
CO
t?
1? o
O >. 'co
CD
I CO
D 9 -J CO
CD O
I £'
D CO
i
co
LO 0O
co" jf
co t ^ xr co OJ|10 9|CL 32
E ro ro X
is
o
"2 TJ CO CD
~ E ca c c|1010|iz" CD < 5 co E|109|3 .§
iD" C7> JD to
ro tz" ft,
£ £ Q
CO
o - §
W JO
C OJ
ro Z
< ^ .ffl
co i_
CO CO
xr O -o 45 a I ii<|10109|o
o o
*{s ro
ro -i
"3 X
o
jo ca|1010|CL 32 _ >
"to TJ CO tZ
CQ
cT.Il
ro < i_ X oj ~
tz CO J
ca cr"
TJ CD
E
CD
c tz|1010|LO CM
TJ
c
CO
TJ CZ CD
1Z£
XI
O g|910|"» DC ^
CD ^
g co|1010|o _
CO L-
tz'T2 o CD
"to tn 3 ro
cn -£? w
3 o ro
< EC ll
CD" >• tD"
tz tz tn
ro ,o o
CQ io o to
C . -O tZ
J= o
CO CO "r- 1—
cr l~ CO CO
O.X >.
CD
£
ro jy
CD CD "O OJ
E
II OQ
- TJ tZ tZ
cn ca
> jz aj
CD LL.
39 tn c
tD o .£
a zz. X
2 %
O 00 CO
' C!) co O co
S -x: cm'
a °-
cr zr
.2 g
E 9
to ^
co co
< *-
Ul CM
CO
b
c
ZJ CD
t 9 CL
" £ m"
3 «) ^
1- v- i~
00 00
00
£ ^ CD o
TJ — O <
-> ch
> c-
ro ro Q co
tz • -
CD C
CO O
. . co
& -C
Q_ ^ oj S
E to
52 =E
io' CD 5 |
-«—<
TJ OJ
.£ E cn i2
C X
5 L--32 2
£3
O 5
CO ~
CD
xr tz O
2?«
c 0- c O ij- O 3= co CD CD CZ Zr CO ¦& £ w O
32 cd .52 Cl CQ Q
CD
JZ
g Cr: x'
3 CD CD
3 ro CD
tr o
.2 S S co E2
to to < T-
00 CO 00
CD
CO
'3 o
CD
X
iz" xr o
jD
cL)
CL
co '3 O _1
CZ CO CD
JO
co|1010|33 '> "tj c
cn
cr tz •5 o
? CD
32 tj n ro £ CD OJ . -£ ro <- cz
? 1
ro ro
ll 32 O
CD CO
Q. CO CO cz ro
CD
3 CD
CD OJ
ro 0.
to
CO
(1)
S s
Q. t-
E *
> 3 n
~ cn co
CO CO r-
~ cm ro
C N CM
—) i-Z -
ro ¦* 10 — CO CO 3 CO CO
ro cd"
CO 00
X
CJ
' t
0) TO CD
LL CO" i=
. - x: 0
a
O LU iS
xz S
CD tz c
5 'S
< CD
ro cd ^ co
fS
35 W X jd
CD is
co ro
CD O —) . _
XL I *
§<
•1 E
11 cn • -tz tz
^ CL
9&
1°
TJ
tz ro tz o
tz XJ ro cd
LU
I—
0 N CD C CD X)
LU CO - SZ CD t
cn to CD 2 j= XJ
§ g
ro
CL
c: co
ro o
0- CM
c £>
.2 55
Q. 52,
CO 00
w o to
m
CO
oo
C0 CD ZJ CO
CD O S »
— CD LU E
¦ - co
i? 7.
< CO
j=-'E 8 9>
CO CD
~>
iff
H x O
tf E ro ro X =
32^. co bj
ZJ tz
1*
xj to .E !£
J?.
o cz
2^
CD CO JZ = ZJ
XJ ~>
ro g
TJ C
is ro 35 X
to ro
w_ CO JZ
O
x" o tz
§ g co S
CO ^
D_ CO . O
M; co M- »
b CO
ro
co o
co Z
c
CU o
N O CQ
° Si a3
CO *~ CO
P- CD O
GO
« - K
o
S co -
CO CM - <- CM
SZ . _v
"to co . eg
CM
Q. G)
E °
rj •»-
CO co
co CO
< t-
Q_ Q.
E ^
3 CO CO CO co CO
•cr
00
CD OJ
o
CD
CD
>. c o
CO 00
TJ . -
_J
tz . l; CD
tx ¦
c
<
¦+—•
CD CL
b"
O)
c
^ CD"
c .E ¦
._ ro D CQ O
CQ CD
tZ CD
o .-tt
E CD
co g,
J. CO to
CD O ^ io"
iz" ro
CD E
c o E ro
o 3° zj ~
CO
'5 50
ro S
|99|ro
iJ- Q
E • -
co ^
S o
co
co CO
ro
bI
to ro
'C —>
CO ^
. ¦ o
jo cz
CO O
zj >-
TJ . -
•5 CO
~ ro
TJ —
.E ro
E o x:
32 co
ZJ
tj ¦>
1- ro 320
< to" . . CD
0 E
TO tZ
TJ JZ
OJ
tz
£ m ¦= cz
cd ro
sz tz
~ sz
32 a.
£ ro
CO CO
tz o
o ^|109|ro"
ro c?
c
. co tf
10|.£ X>
cog
m _ = Cl
> ro < Ct
1 a ii
CD 0-
£ cd"
111
ro ro
TJ X
XJ
tz ro
JZ CL CD CO O
-> CD
CD -B
tz H ro oj co 5
c ro 35 <
TJ
c ro
ro b.
x"
tz 'co _5
ZJ CO CD
I—
"O
tz
CO
|10 10|I<
CO g
o ~
. . to TJ ZJ
ro ~>
tj £
c cz
ro ro
co
>> jo
ro ro
co
to S
-3 >»
i '0 Q)-
0 o
TJ CZ OJ 0
ro E S ro
>.U cz
c co ro
CL O . -
O CO
ro co -> E ro"!:
r— ¦ -
o ro
CO
EE o ro
H.TZ
ro < c «" SI
_J LU
to
ro j?" Q.C5
CO . .
'5 .ro o
_i ro *2
"8^
0 Io £
ZJ CO OJ 0
5 ro ro" xl
ZZ CJ
ro iz
Ii
e'I
ro =
|10 9|J
^ ro
ro =
co E
c o o E E ro
co w|10 10|ro".E tz tn cz ro ro cd § O
CO IZ
0
>» tz
roj|
>>
TJ
O - -
co ro ro
CL E
0 LU
>, 0
CJ CL
tz ca ro co 2 to O cz . -o o
XJ tz
0 0 O CD
c o
XJ
9; co E TJ
oj «?"
—' N
„c ro g CO CD
ro g.2
N .- JZ ZJ XI (J
tz
> ro
CQ
CO a l ^1 ro <
OJ CO
CO
cf cf co ro
r=|9 10|E|10 9|ro
X xz
0 .#—»
to
O) <
co o
C7
ro 0 ^ 1 ,S> E co <
CO CO
0J S CD CM CO t-
S> Si ° CO
Q. to
E 9|109|r~
co co
co co
<
OJ CO 00
00 00
0 CO
to
*t_
30 O
3B
'0 > 0 co
32 ro 3
TJ '> XJ|10 10|JZ
tz O)
c ro
0 -*-.
0 3 cn
c o
x:
CL 0 CO
cr
TJ
to
o
ir
TJ tz to|109|^
x. C\J o|109 10|O o CO
? 2 cu
:
: Q_
! |°
I CO g
- < r~
• . . CO 1- CO
CD
CO CO CO CM 00
CO CO CO
in
CO CO
|10 10|CO CO
ro 3= q_ 35
.9-0
Q- LC
O c
" TO
ro £
LL . -
|9 10|.S2 V>|109|B
CO CO
-J O
.22 ro
' o
'Bl § h
OJ CD
¦4—»
32 I
ro
32 io"
tj co
> 3
¦5 cr 32 o •E ro
cn~>
iD" c c
— 0 ¦o ro tz LU tz
" S ro
to . - x:
CL. 00|10 9|-^- 01
CO
§ o-co o
CO t-CO j^-
ro o
D> O
c5 m
CD CO rz ro
a. 5|109|z?
o. c5
E S 3
to co
cn co
< *-
CN M-00 t— 1
00 CO
co 0 3
cr
o CO
e!
0 x>
I1
< to
in" tz to 3 E TJ
o cz sz ro
H io . ¦ 0
li5
IS
o 0 = XI o 0
CL
s j'
C 3 CO -3
S e"
ro ro jz|1010|CO XI CL<
CZ = ¦J3 0
It|10 9|ro
t O
.ro t-
Q.|9 10|- XJ
0 o ro
CO TJ
0 tz _i ro
|10 10|OJ
ro a.
8 m *
Ol CO
ro
co CN OJ
co
c t m
co £ rr <-
CL 7-" r~
cj
r- ~ CO
Q. co
e m-
CM O CM
¦ a.
co S2 -
£ co <
l ^ ^ n ^
i2 CO CO CM o
3 co co .2
I T- T— O. CO
•cj-
co
ro oo
CO
C CM
CO CM
0- CO
tr °|109|co
cl £
E|910|r .
co cn
to CO
< *-
oo
CO
oo
o o CO
tr o 5
Vi
c o
CO CO
°-|910|c o
.2 S5
e?|109|-
CO CO
co r~
< *-
oo
CO
oo
O r" CO
CM
<§ f 9
ro
i°-g
c c r>
| O CO
It °- *~-c E o
CO 3 CO CO co T—
<0
S CM
co < a.
t>J r*
CM M-
o CO
CO 00
cu T" >
cn tr o 5
-1 00 O) CD O CO
™ if
3 CO
¦cj-CO
00 CO 00
ro
•- S
E S|109|CO
CO TJ"
CO CO
<
co oo
'i- ro
ro o
0- oo
c o
.2 f=
n "|109|-
co r~-
00 00
t
CD CO 00
o
o CO
o 5
CO
ro cm
3 ;£ oj o
Q-|910|c
.2 35
a. " S- co
oo
CO 00
3 CO CO O
V— < CM
CD 00
CO CD
S co
e co
cu rr
' 3 CD
cu co
r- CO
ro jf §
C CM -g
.2 C o
q. CD CO
eS s
3 »- 3 ¦2 " <=
•or < r~ 5
CO CO 00
o
Is
Q. CO
E S
3 CM CO tj-co CO
< 1-
CM •cj" 00
OJ
3 E
— co
2 to
ro zzi
~ TJ
o > O =5
Tj E 0) oj
CO g CO-9
0 3 CT 0
cr o|10 10|i e
X ro
O 2
CD XJ
3 CO
_3cd
CO CL
a: . -
CD CD ~
cr fc
c
u- ca co >
£ >< row
„ L. .!= 0 C 3
:— xr
CO CL
O ro
cr E a) t—
rrf pj
CO
O
u- w o bj" tj cr £ 'ro —' E
0 o
03 O
CO cr ;_- x: o
CQ ~>
I ¦-•¦5
> c- m
CD tr ™
ro 5
TJ
co- <;
CD
ro
co g.
E >» ca ro
¦¦si
CL >
i_- co|10 9|O
"g ct 0
0 cr P CO
ro ^>|10 10|CA
0 cr 3 ¦jp 0
rSS oj
3 0
< i
E »
o E
t- LU
ro m co CD
is
. . OJ
o o oj ^
is
CO CD -TO « S UJ
f0 ^
£ gj ^ ro O
co cn . _
c/>
ffl N ffl ' LU
is S ^
0 _l CO
cr 0
O)
3 LU
CD" c cr ro
* 0 0
J
tn
CD
3 _
TJ CD > 3
1.1
— TJ CD C C —
? 0
^ ro <
Z 0 2 W >i > 52 « lu •j= 0
0 CQ xr Q. . . CO . - 0 '
- H CO
0 0 CO
= CO CD
co ro co a o 0
w K '¦g
CO
ro
ro xr O
c o 0
0. CO = =|10 10|CD
co CO
o co
or: co
¦i= 0 L-
« 52 o
ro S2 c
ro
TJ
c
CD
TJ cr
CO
tj 52
r~ 4-'
ro .92
TJ cr
£ ro
jo x
£ cr ro E
¦£ 2
O CD Z J jo
TJ
CO
'3 o
cr ro
¦qj
ro, xr Cl
o c
o> cr o
ro cc
ro S ro
"o jo S O
QJ .C ,co
8 ¦c
a.
o cr ro
s &
to =>,
ZD
*r.S O Co
.ro
0- oj" • - TJ C p
.2 o xr 0
E o
to
JO CD CO 3
tj xr '>
lg 'in
I "
M bj
£ ^ ro 55
£^
1 e
ro
tj £ JS >
to
CD g 0
c c
o|1010|CO
jo
ro 3
TJ '> TJ C
TJ 0
E ro cr cr 3
LO TJ
cr to c o
c ro
11
CD
o Crt xr
. 2
CO CO
.9. CO
* "H
0, CD
O CD CD CO
T"- TJ C 0
ro E ro cr c 3
ro
1£
oj ro c c
o 1
ir E
S *°.
c xr
co 0.
tj ro
c
to
CO
CO Q.
xf 0,
CO
1 J2 ^ ro
- cj ^ >
TJ > TJ C
CD
TJ
0 E ro cr cr 3
TJ C CO
TJ
c ro
I
E o I—
>.
cr
r-
<
CJ CL
cf ro
TJ i_:|10 9 109|"1
o >
ro - -
ro ro
JO CJ
11|10 10|>. c cr 0 Q.
CQ
- °: ro xj J5 co
0 # cf
ro 0
if S -g
o . - iu o ro ,S
CO — LL
CO|10 10|ro
xr
-1 j5 0 C
cm Cl
OJ 0
0 y
0 cr xr
CL CO
a
O o.
CO
3 -0 ¦>
TJ
cr
c o to
CL
E
CO CO
l- CD >, co
OJ o
o
CL
>i co
ro Q.
TJ
c ca
TJ
c ro
oj ><
ro co co
E ro
to
CD
E o xr
xr
O)|1010|CL
OJ 3
Cl
.!2 co'
cr O =
0 3 O)
ro
N
Lu
>. Cl
CL
<
JD CD
ro ro|10910|ro co
co _i
o
Is
0)
£_ 5 m-
co
-, CD O
o Ji§
— 3 CO
(A
£J CO
CO CO
Q ~
CO
cu
CL
§5
— 00 Q. CO
E «>|109|-
CO 00
co ro
< t-
CO ^
CO
o iu 9
CO CO CM
_ == ™ TT
iz
N O
w O|109|03
• ° -
CM *" £
CO CO 0. '
c
¦ • CO
•5 co
§ s
CO ^C.
co co < CO CO
.£ cz ol CO
cu cz
> cu
c n
^5
JO o|109|O
(- CO
cn CM XZ *-O j-
co
^ oo 8 ^
g S i-- - 6d CO
¦3 CO
»- CO
C cu cn cn o co
CO CO •sT CO OO 00
CL
Ic
Q. CD
E 9|109|CD
CO to
CO CO
<
CO
in
oo
in
co oo
CM
•st
CO
m z>
co to
cz co j£
co c
to ex co|109|- co
O O < CO
o y n
v- co o 5
¦£ co o o
ro » CO u.
CQ *~ cu >•
iz Z C?'S»|10910|CO
CU M"
> CO
c «o
CU co"
_TO cl|109|CO
h- CL
cu cu CO cu
N -o -C > O c
5 U
cu
¦cz
CO
.2 o Q. ?
to CO to CO < T-
CO
? 6
o o
CO
CQ
ro
C0 cu
cu to
> CN
c m
tr co " o cr jq
. 3
J= h- r-
CL co ^
— o
.2 co o
¦ft co CD
- » Q)
CO . . 'i- CJ) o
~ 9 z
CO
cz o o
cu o
9 E
CO 3.3
jS CO CO O CZ|109|CO » N -
I- T- < ^ 5
CO
CO CO
m oo
oo co oo
o
z
JC - CM
o c ^
O CO CO
co cz g
ro m
c
c ro
£ CL co
_ ^ o
'is
ca a
to o CO cu cn ro
CZ - CO CU C^ CO N ^ i-CO J. O o ro - CO co .S- CO S co jt
cu ^ p
is
CU t-
CD CO oo
Tf CO CO
ro i_
CD «w
JS 32
o § O 32
Ul
Corn TJ lif. CD
CO c *j cr
O cr
s §
E
c?
I CO
oi
co
rri O
/£ — o co =
cr jrf CO =
? ro CL 7^
CD CO
E
CD
xr tr" <
Tj" CD
& ^
= co —
xr cd Ol CO
§-s
LL ^
cH
co
io" ro
ro S
XI O O CO
¦> 0 c
32 £ co
3 ' " —
32 >
32 co
O)|9 10|tz tz
i M
32 ro|10 10|£ CD
§ s-
¦ts tf
tO
3 XI
> CO
li
32 3
OJ|10 10|£ ro" 32 c
CZ XJ
ro o
Q_Lf
CO
u CO "D tz
E ° 35 O
co 0 co O
•1
s?.
3 >-
co ro
n
cz a=
0 0 tz
CJ) ^
1_ 0 o > 0 LU
°.xf
E s
ro -9 xr ro ro .y
XJ LU
5. c
xj o
o to
u|910|S.E
CO ~3
CO
O|9 10|. - CO
co T1|10 9|><
co i=
*J
cr kf tz 'ro 0 tz X <
ro|9 10|
ro $ £
ro xr *j cz ro E co CO
- S. '"0 cr^S cr ^ ro -b"
-I ro <|10 10|XJ
ro
N
LU
iz" c <
cf ro
0 0 c3«S
let i£
to" 32 32
§ ro
32 ro|1010|32 '>
TD CZ
TJ 0
E ro cz cz|1010|TJ C
ro cz o
15, 32 to" 1 > S ¦5 ro c —*
E iS
~ ro
M Cf
^ CJ|10 9|~>
XZ j_-
^ ro
32 ro|109|x:
ro cl
c co
.2 or
ro iz"
il §
tZL -3
¦ — \u • - to
5 -j 0 ~|10 9|L=|10 9|E
tz ro
c O 0
X iD
. . SZ|10 9|0 0
^ LU
o o 35
o
tZL
X tj"
L
_ro|1010|
jo £
IS
O Ti co" ro 0 = S ° cj 5 ~» .S
b co
o a
cr
tz 0 X
0"
S> o 0 CD to"
O o cz ro
O iD.fi 0 co 0
X o o e" ^ 0" it: 0 .£
^ 0 cu cj cr 32
= -j= ro
lu % O
io" i_- iu"
? 0 .E
>, cx JZ
O g 32-
¦ - o ro tz O Q
5 >.
32 co 3 33 '>
TJ
cz
Oi
cz o
O XJ >> ^7 XI CZ CO LU tz
° E
• - co
xr jx:
a. o|10 9|ro|109|co
-5 TJ
cz ¦- ro
= <|10 10|JZ
TJ CZ
ro
TJ
tz ro
ro
^ I ro"
ro isj
o cd" o
co co Q.
E 0 ?5"
° H'ro
i— < 2
0 to
CO
35
& -e o
c cz ro 0 -5 Z X ro
oi £ °-. .E to ro
'ro tj E
ro CQ cr ro 0
ro ro co 2 .to O
0- Q. 0"
0 SZ
ro 3 33 >
TJ SZ
TJ 0
E ro cz sz|1010|TJ CZ
ro
E to
TJ < CZ 0
CJ
o
-*—'|10 10|JZ
TJ £Z CO
.fi "ro
CO
o Cr.
fi o 3
32 to 3 32 >
TJ SZ
tZO
cr
> 32|10 10|TJ CZ
ro
TJ oj
35 iu
0 tz
ro O
ro"
TJ
tz
CO
> ro Q
E to co
o O
32 ro 3
TJ '> TJ tZ
CJJ CZ
>
O
0 JZ
0 cm ro
CL
O co
Oc^
cz cr 32
LL|10 10|tZL
E 0
|10 10|A—'
CO 3 OJ 3 <
0"
A—' 0
TJ tZ
to
CO
o o c ro
£ cr 0 tz H <
r~: CZ 0
o =§
cz o|1010|o
tz 0 E .E
LL CO
CZ
o
|1010|o
E
CO
P)|10 10|OJ TJ
crd xj 0
o 0
h— iX
ro O
0 >
o o|1010|o to
to io c oo
CO *~
15
CL O
Ik
to CO to »-
5. of
to to
CO
§ cm"
LO
CO o
*~ o
r- CD S tu
T- CO
o z
o co
o
> c TO CD
CO CM
CQ CD
c o CJ
Dl cm 0) co
oi S >> o>
O tT
^5
CO LO
ZD ZZ
O Tf
_I o
o g
X CO
C r-C0
CQ CO
£|910|N O
'5 CL
O _,-
CD Cl CO
'c ZJ CD
c
_C0 3 (-
- o jO CD
o c
o o
CD O
CD j-'
Q.
cr-.
g » CO *~ >v CD > C
o O
co -
—I 00 CO CO CO
CO
Q- o"
CO CM -
J? gfe
CD y OJ
>. CO
O CO Cl|109|5--
CO CL
to"
CO
tr o
.c
CO
™ 00 0- o
CD CO
S o .3? S
CD r-
in co
Cfl Oi
+¦«
CO
Q
to to
UJ
«
CO
S io
. _ CO Q) CO
°^
JO CD
ro i!=
:> t?
TD 0)
.E to
cn oj cr >.
o E o .55
**— : —
|f "CJ cf
c o ro to
ro J= P -S.
.ro i—
CO v.
OJ|1010|o
>» cz ro o to cz 3 o X
c ro cr c co
_ CO
ro o act.
+J
CO
o O
"O
OJ CO
2, o
CO "jr:
r is o ¦= S
CO
ro xr O
z*z o ro
in co
tn ro
3 TJ '> TJ
tn co
3 TJ
> TJ
C
cn cz
o
TJ CD
E ro tz tz
CD XZ
TJ
c ro
TJ
tz ro|1010|TJ tZ
ro cr o
"¦4—»
ro tz to
CL
or> -d"
CO
4s
j- ro
to ro
ro ro 7. E
to a
'E co ro O
8.1
xr
ST
15 ro co
CD . CO
ro
\
cr xr o
ro
TJ
3
—5 3 . - -J >% . -
, ojxt ~ oj ro
- CD .E CL
cz cz ro X
cr o
TJ C CO
tj ¦> ro Q
Of
ro
tz
CD
O LO CO
T—
>. E
E
LU oj
E '
x
ro
e
°<5j
TJ L." r= CD
sz -p " ro
cj e-
xr co •o O
ro .-
ro X -o
TJ CO
s<
-ti to
oj ^ X © o
Jo ~> ro c
O
> o 13 o ¦E co oj -d
| < co
CD CO „ _
£ i2 t <
o
t+— TJ CO
xi tz;
CO CD
CZ XJ
LL O
H ro
ro ^
o cj
b cf
1 CD
o o
LL CD
CD
o o _i
-S S
if; co"
P
> CD CD X
OJ
>«
UJ CD CQ
if CD O
z
is
XJ
Bj cp
§1
S ro
£ xr
&
S CO
CD J_-
cz c
P roco
. -
TJ CO CD CO
ro
>s . -CJ CD|109|>.
UJ
Li g
ro —i
£ 05
Jri 3 tD OJ _J 3
co<
# g co to
§ roll
«< ro >.
& § xr cd O LL
£ §.
TJ CO
2 r^ co ro E S ~> cd ¦o 2
tz f=
o co E 2
-5 ^
^ CD
cf a. S ro
TJ CO
tj ro ro cd
XJ
o
JU cz
. . CD >% CQ
sz >,
CD <
SZ ¦ -
TJ J
cr CD
ro ca
ro >>
el
ro . -
*= TJ
>> CZ
£ o
CD
CQ CD
. - cz
S; c
oj 0- o
>; g"
s|
^ c^ t= ro
& o co ro S ro
. m ro
>, . - TJ
2 Eg
CQ DC J
00 CO 00
TJ
cr to
CD
CO
O DC
>i cj cr CD
E ro
ro CD \H cn jrr
v- CD
o xr ro i-O .
ro 5 oj <
£:>
s.i
in tj
s Is
II
rn ro C O
| xj-
O O
•*- c
CD CD
xr
rh tj
"a £ o
1?
ro x:
SZ (0
OJ
oo
cz o tn
I CD —}
CZ
o
CO I— CD JZ
TJ tZ
to
ro cz
DC
ro
3 TJ >
TJ
tZ
OJ CZ
o
o o co
t:
o
o
CD
Is
•_ CN
_ CD O
O IS
co a ~
CD
d s s °
CD t? O) CD CO >
f-5|109|<» C
r-- CO CO
•§ B"
•o «B
CO co o
O - m
CO o
z> o
H- CO
E|910|CD O
I s|109|OO
(/>
£2 co
m to
Q ?
co
•g >
TO C
o
1 i
,N m
TJ "g
£> «
5. o
co --^ ro
»- *± O ro
0)
jo jz: o CO
TZ>
cli-!
C "55|1010|CO CO
O CQ
to
(0 0_
"3
(0
o
ro
„ CO
¦8 '= • - o ro
CZ cj —
2 ro
> CO „
I 2 §
o> — com
3 EZ -I XJ
¦ - ro o CD
o • r CZ TJ
ro
co ™
io'.y _pj cr.
o ro O £ -> •-tj S
CO
Q CO oj .. to m oj cp to .iii
^ co ro cu
5 o
cu
ro %% CD ®
0)
tz tz
OJ
§?
>; ro cu .£
CO ^
a cr; tz .y ro 2=
~. LL <
uj . "^ • r >- tr Em
x- ?!
LU
TJ C tZ
o ro co
o co o 5 -*= x. SOU
« = I E w
ro -S .£ .g 6
rr "O TJ
CO OJ CU
H E E
ro ro ro
c c tz
iz c c
<|9910|—' OJ OJ • - 3= o tz S C tz _l
e < io
co ro xr LU 2 CL
cr
OJ
X to" E ro
X
to
CO Ol
a>
c i_
o 'ro
oo ¦sf oo
00
ro
3 TJ
> TJ
tZ
TD OJ
E ro tz tz|1010|oo
ro
3 TJ
> TJ
CZ
TD (U
E
CO
c tz
TJ
tz CO TD C
ro
3 CN TJ
C
ro
§ .ro
ro" *
CO CO CO
CO J-J
x> E <
to
(0 D.
CO
'¦5
o a c o o
cn m oo
3 TD '> TD
CZ
TD CU
E ro tz cz|1010|CM i—
TD tZ TO
c o
tz ro
ro
•OJ
.-a Iz
65 ro
03 E
~- O
co"|910|ro c
m o
CO
T—
CU CO
ro a.
o m
to
°- to
to CM
"2 ?5
o S
y cn
£ co
c3 5
ro — ^ io o o o
s ¦* 52
to
3 cn
CO 00
to jl.
0)
_co
o O
TJ CD CO (0 CO
¦e
o
C 3
-c
flj <
is"
< o ro
CO .{2
C ro
CO . .
•g .a = c
11
CD
ro ¦fe Q g
CO flj
8 -cd 8
b-O
0? CD
uJ-S. • - ro
£ ro
o
to
i'g
o
JZ CO
CO CQ C
>; ro
t— ro
tn tn
ro
3 TO '> TJ
CZ
co tn ro cn
C 0) c —
CO
2 ro
O • - cz
•1 e|
x: O — O ** ~ ~
T) CO • " ^
tz x: q5 o ro O •£
tz lj; CO
N
.2 § Q .S> S § rom. ro o ro cj
CL CO
O
xj tz cc.CD .- jx:
CO CJ CO CQ
_1 . - ^
t_
CO o (0
0. corn t
•rr fl) 03 _q
Ec? o (- c
.S>S to o
tj ro £
a 8
tn CQ
ro c|109|x:
tj o
> ->
^ if
— CO OJ "r=
£ g
ro E £ -c
is
ro
¦Si2
ro _^ c o ro 35
CL CQ
co co
to -r= Q >
. - OJ
o co .ts CO
-5°-
o tz
fZ xz
1°.
c >» co c F
° Q-
£ ro
5 ¦<= < O
if
tD O
O £ co <
M ^
il
c: if ro o
OJ
tz
CD
x:
TJ CO
co ro
CQ § com
O TJ i°
~ CD
• -
T2 co ro
tz ro o oj ro o
—1 CD ¦OO
co ro S ^
O "j
co -1
cMj .E
c
o _
32 ro
^ tD
o E?
ro o
-j CD
to" CD
o 2 cjjO
ro c
OJ l;
« 5*
_i ro
ro l.-
o E
DJ H
CO 3D
if .-ti —1 C
1 S ro ro —> —> 0- z
tD
o x: to ro
m =
I*
2r ro
s OJ \£ CD . . CL
ro . -
tz
tz tz
32 >> 3? <
CO CD
>- z
.ro
¦cd co
E S
(3 If
co a3 S co
'-1 >;
tz ro
N 3
CO —.
LZ OJ CJ CO
CO
JZ
to
3 ro _l Q. m ro
TJ O
ro c: c < CD
il
CD —1
i|
OJ
w ro ro Q. y oj °co
32 >, CD tz C CZ
ro
• - in >• ro to o
ro <5 co Q
ro oj
3=1 tz
^ cz
• - ^
o i
o «=
-1 ro "ij
32 co
LU CQ
^3
lu ro ro m
_i ro
. - CO
ro xf >¦ 0.32 o ro
CO CQ
CD
£ co
f S. O ro c
CO
= CO O o
32" ^ 'ro E
Q LU
ro io" ro 3.
11
. . LU . -
ro ro
OJ c
ro
co ro 0- 2
CO
05
co o
£Z CO I—
tiro" -53
XJ
ro co
to • -|109|CO
rz C
i & 3!?
ro to c
« f CZ
X O —5
TJ
tz ro
CD
>_ cl
« .ex C o °-
> ~ CD 5 CL to
O
ro o —I -J
CO CD
a.
cd" o
CL CO
I
n P ? 5
0) O- .
O
sz CQ
.CO CD
o
0- co
2 CO o CO
o o
CQ o)
<» !8
O Lb
S 9 og
co
co
CO o ^
co
co
Q.
D) 03 CO ^ CO -
C Z o ^
S § CO CQ C CD
r*. cm o co co 2>
CO "
r-J co ro ro . co
Cl
V CO
¦ in
8 *
CQ -L CD X. O) O CO O O3C0
CU O) CO
CO
a
ro
o O
o o CQ
tr o
CO o
^ CO
o o
" CO|109|CO
O CO
o c lo ro „ CQ
CO if CD w o? CD
1?! '.
¦5 CO
I ^ '
S CO P CO
o o Z
y »
C co o
O CO o
O r- CO
CD LO CO T— I
CO CO CO
co
'S _
CO CD
p
> CO
ro -p
Q cd" .
r CO rr
i= LU t
CU V—
.y >
tz
ro _ iv? ro
iD 5 xj to co £ CD
E ro
ro m tf
co co ro
tz !z
ro|910|x co _
OJ I TJ
. - co 59 =
I §
>> TO
O-3H cj 5 ro
co
'sz a>
7? ro
< if E
¦b" ii? eg
cl ro o
0) W "£
ro ._ x: ro o 7=
a:
CZ
55 j—
" ro -r
in l -L.
< ro
i
ro
cu X)
o <
tz 32
03 ro
to xr|109|O
CO TZ
E CO
CO JZ
s o
o
ol5
ro -o n
_ 5 ro co cr
tu .y
(D"LU
I §
cSi
xr S
„ TD
C?l tz CJ xi h-
ro a5 td x:
ro 32 O §
_gcp.ro ro
N
ro ,Ti
of j" J sg
< >• ;_- .52
Ex:
TJ Q)
— i
x: x:
o
ro cd
> xr
35 ,: 'tz cz
x? ro"
TD XJ 'C
E <
e£ ? 5-g i
CD 5
XI CD
ro
co
^ . L" I
TD = JS CD r ID (1)
ro Z a 5
< O
"cd §
t 32
35 IE X o
CL _l
OJ XT1
t tfro 30 | m
ro xr" -S
CL 32- n
• - ro =
O 0- _
tzf p CD
«= •- o OJ CQ ~
X j= > 32- n co "=
tj"
=; tu tz ro tt oj
O in"<
to
o ro
CO
X
o O
m ._-
tz o
ro >,
r SZ co
w S"^
cr ri cz
sz CO CU
o • - xr
—> P Q.
tr ca IB
P cv5 L"
= co ,ro
co
o "»
¦>".r.t:
° <^ ro
to 35 xj
co cu p
ro § O xr
CL CO
cl 32
. - CD
>> CJ
O CO
tZ 1-
10 CD
Z .
. - CD CO tZ
ro -= tz o
ro
Zu ro g ro I
S Qj
cT|109|LL C - -
co ro
. . LU X . .
ro oj
11 o
. . CD
roCD 32 I cu
ro £|109|co -O
S euro
co fc?
CO o
CU CD
CL CD
CZ
o
CO
E ^ ro cd CO to . - sz CO o
> ro
!*
CL IZ . - CO XI CD
¦So
* >.
ro (2 "5 °
' lo
• - CD
cr to ro -5 X s
1 cl o ro
"53
>" §
•5 E|109|CO
.S ro io "2
3"?
? ¥ • - c — cr CQ 30
If E a -=5
CD
jx: . cj
"I ro
cT xr to o
5 Crt
ro 5 .E QJ o -1
51
„ to ro o>
CQ to
x2
o ¦-cr tr: isC oj E xj co
Qj tt S
Z «>
[Z SZ =
o "g ro
= 5 -g in 5
lt; 1.-5 oj ro E oj 4= .E
c? S.?-
J to if •- 'g
SP
—1 oj . .
ro 15 2 15 .
. . _> tD >> . CJ)
S ro c * <2 2 ro^O
•1 cTcf 5il
CO
\—
QJ OJ CO 0.
CU
•4—'
l~ CD 0) CL
is-
O _j
a
33 "> ro O
sz cu sz Cl 3D
CO
3 o
co 3 < to"
E ro
CD
O k.|1010|O
CO
CD CO
O
ro m o
£|910|u £
N O
= O|109|m
- CD
^* cr
co
T S|109|£
e <»
a> c
> CD
C N
£
03 o|109|o
t- CO
00
00
Is-
CO
CO
CO CO
uj n a
CD * ™ CN q C
^ CO
° -> CO
"9 -g -
O O) CD *
CO
CO
tr o 5
3 J=
^ CO -* 0-
co CO
CO
ro
CD
O CO
or g
C CO
B o o
n co co
^m|910|co co -
»- iii CN
0) m o
> — co
•§ Of ci
-1 CO -
cu o
c ^
3 co
00 CO CO
tr o 5
0. OJ C> 3 O
or
111 lo
CO
o
co r> co 5
— CO
co to co co UJ
LO LO CO
lO 00
2 o
x. CO § CD
co n CD .£
CO O)
£
CO
CO
O- CJ CO ^
8 •«
or cu
CD
JU §
p CO
O
LO
00 O
•t- CD
. CO
cj r-
o
! O
oo
tr o
CO £L CD
cm
3 O
or
C CN
o Ci
"> iz.
co|910|— oo
to CO
ro co
00 CO CO
CO CO
CO O- ^
->- e
§1
00 . CD *~ CO
co
cn o.
o * S .*
. o J= o to CD
ro cu Cl
CO CD O)
cm tr 3 o P 5
or
ro S
00 S
— co
to co
co co
LU
CO tf
CO
CO CO 00
-> cr
co
o m
O to
CO c
|109|S
<-" CD
n to
cro oj o
to CO o
ro co o uu r- m
co oo
O
o CO QJ
tr o
8 °> c
*z CO
b r: cl
CD
or
>. o
¦% CO
-' to
CD O 1 g
£5
rt: CO co co
or
oo
o o
ro co
en|910|_ to ~ to
to tj- to
CO CO CO CO
o
CO 00
LO t
00
Ul r- UJ T-
LO 00
CO k.
0) +->
ca
o O
TJ 0) O) (0 O)
t.
o
CD C
O
SZ
to
(0 Q.
?L Ol 3 O
c o
re CQ *-> tf> ro US
co QJ
i
CO
xr O
Cl 3
CD •#-* CO CD JZ
O
ief CJ
b
cr CD
x:
Q. CD
CO
ief O CO
_co co|1010|> o
oj ro" c xr
5 Cl
1c?
<5 -
0)
ro jc -ocr.
CO in TJ c
CO
CO
CD TJ
cr
CO X CD
qj ro
ro E
CO
E ^
9|qj-
tj" .5S 5! oj
ro c .£
=> tj
O JD
Cf H «> O u O
¦g
> tj
cd
CO CO CD
¦- 2
OJ CO
c
ro xr ro -1 tj |
S « _j ._>»
> C (A
cj cr cd
i
3 CD CO _l —1 o
.CO
^ CD
qj xr
£ TO TJ O
c l;
ro >>
Q (—
>i cu" ^ c iJ —-O CD CD
. - r>» >. co co 8|50
o ro c Q 7i ro oj 8 ro
cr o ^
5 ° ro
CD
o "6 t cr c
15 if cf -K cr ~ ro
>« co CD CU
o ro CL O
co
CQ C i— O CD
o ro
O CL
QJ CZ CD XT
lo o
CO
cf co
c
ro
CO
o cr.
.is" "5
JD LU
ro ro
•g
cr CO xr
A—'
ro Z
ro
N
LD .ro
CO
XT
TJ CZ
ro
QJ 0
TJ t—
£
TJ
2 ca
ro o X
» CO
ro 5
CL O
ro ro CO c£
3 X
_C0
ro
3 TJ >
TJ C
OJ C
5 o
a>
_co ro 3
TJ "> TJ C
c o.
TJ
OJ
cz
cr ro 3
0)
ro
xr
J"
o ro
•ii to
ro xr £ O
& ro -c
CO XJ
&
QJ
co "> ro
a
x: o
TJ CD
E ro cz cz|10109|
CD
xr
TJ
cz ro
OJ
>
cr xr o
ro
_co
ro 3
TJ "> TJ C
OJ
c o
.2 £ O a,
Qj" £ OJ XJ
£ cr 2 co
< .§
>~ CO
cr
c c
ro ro
Z D.
tr 0)
XJ
o tc
t_r
QJ 3
Q
ro "cd
O .-• -
CO m if E
{= ~
3 \S
x: o co
io S £ io"
X)
o
CQ
.52 "3 o
1— Q> 10 O
if ro
0 5 —3 o _i
_co
CO 3
¦g >
TJ C
OJ
cz
>
o
3 I
"2 E > '->
Is
oj tr
II O . -
= >, o J|
™ ro .2 xr
Si
co ro CD TJ
— cr -> co
-5 £ Q •0 >,
ro ^ ro
ro
*j CJ CZ CZ
ro ro
Q.2
TJ
CD X)
ro ro
XJ TJ
cr cr|109|QJ
O X.
cr ro c xr o
_ CD
ro
' a. 3 Q
JO
ro 3
TJ
>
TJ CZ
TJ CD
E ro cr cz 3
T-
TJ C
ro cz o
ro ^< c ro
CL
O
CD LU
CO CO
E o xr
cr x: o
ro 3
TJ '> TJ CZ
OJ
c
>
o
.0
CD xr
TJ CZ CO
TJ
cr ro
CO
ro E o x: r-
QJ
ro Q
r^
cr ^
CD CO
Z Q
ro io"
— CD
QJ =
o s
E ro
E ro co
co ro E
o _ xr 1=
o ro
^ Q
i2 lo-
co CD|109|CO
TJ O
> ^
TJ • -
c? E
o >,
o i
0) ^
xr
_ c
TJ qj
cr jr
03 co
J|910|"ro tj
CZ >
ro ro
to QJ
E
CO -5
xf ro ro O o
OJ
\—
a)
OJ
co Q.
CO
CD
cu
o g
,!2 co
i5 ?
CL .
OJ CJ l_|1010|o
CO
«¦" s
or
tr
o rr
ro cn co r;
*- CO
co io ro co LU
Ol CO
00
SZi 00
QJ QJ CL
if
0J
CO
if o
TJ tZ
o
re \a
. . LU w ^
CD TJ
E lE-ca o
TJ LC. TO
err
CD
JO
cc
if)
CO 3
¦g '>
TJ tz
— OJ
re c
k ro h cr
M 3
i £
If o ro
^ TJ O < CO - -
ro c co c - <
15 -cr-
=|910|O CD
O £
XJ 12
°> ro
S"
ro o
t.|9109|o.
<< ca co
cTsr
CD -ti Hr CO
cj o
«|910|CU —I|109|xr-
< {5
ro £
o i5
—> X
t_ QJ
CD|910|c ro
> o
O S
at
O CO O ui
co c
8,1
So
5 5i
w .>
'cr c
ro -) ^
0. cm
2 io
cu o
« c ;
tzn co
3 CO
3 O
or
C N CO
ra § °
(D O i
— i- X
co m o
ro co °
UJ 5= CO
cf)
00
cu
m
ro xr tr ro
cu tr-ro O
E ro
_co ca
3 TJ >
TJ C
OJ
II *-* o
CO — LU o
fcf QJ
tz xr ro cr cr
>» CO • -
oj *i ro co c CO Q) CO O CL O.Lt
ro O
CD CO O CL
c
CO
co
CJ
CU o
o
LO 00
tn co
3 TJ
> TJ
C
TJ CD
E ro cr cz|1010|
TJ
cr ro cr o
ro ~tz ro
co
QJ TJ TJ 3 CJ
CO
tr o
CO
or
cr o
ro t__r
CO o
~ r»
co co
CO CO
LU ™
CO CO
tn ro
3 TJ
¦>
TJ C
TJ CD
E ro c cz
3 00 CM TJ
cr
CO
c o
cz ro
CU 3
E
CO
co|1010|
SZ (0 'ZZ
re a.
re O
¦4-1
(0
re LU
cu >
CD
0) O
I|9109|CO
I —
OO CO CO
cJ2 ro|1010|•g >
TJ C
TJ CD
E ro cz cz|1010|TJ CZ CO
c o
'
ro A—.
tz
ro
CD-
CD
o cu CO
¦tr
CD
xr
OJ
o Q
«
§l
CO »
a; ro
C
cr ro
i <2
„|910|CO —'
co 'S
co _^
.y oo
O
CO ~ri
c- C 1 .°
CU LL
~ r-'
¦§ O ?
CO OJ
0) o
i $ S
uo
oo
¦
o co|109|CO CO
"cr 00
tn co|1010|¦g >
TJ C
TJ CD
E ro cz cz|1010|OJ
TJ CZ
ro cz o
tz ro
CO
cz cz .>»
LL
g
. jc g
o o
o o io
?5 CO co
o m ^
CO" OJ
CD O
S *
CO i i CN C O
cn ro o co co
a»«
3 C
0) CD OJ
o
O
sm 5 &
- ro
« c io o
CL S
CO
ro co O S — o|10 9|S 5 £<-">¦-CO . f--
01 >• fN
co ¦
CD x:
TJ
cr ro
cf co
ro tr o cn cu -tr >
• - ro cu cu
ro cz CD
o ro CL 2
"D TO
. . co CD *
QJ ^ C CD
J§ ro
i2 ro ro5
i i ro<
E co E
CL >, QJ
5?
S § J2 «
o i=
>>
E ro
5 "° ro cr
u- o
i'<
TJ QJ
iS
ro tj «= •=
ro n
CD QJ|109|in
cz o
ro tr:
E «
LU "5
io >,
ro E
TJ ^
:> $
TJ CD
£ -o
cr ^
?.l xr ro ro c cu cr
_l 3
C <
£ ro
QJ QJ
£ or
tj ro
§8
S ro o g CD °
o
CO CD
ro
CO CO
jo ro
3 TJ "> TJ
CZ
TJ CD
E ro cr cr|1010|
CO CD
E ro
CD
CO CD
tr o 5
or
c *-
o r;
co c~
co g
— 00
CO CO
CO CO
LU ,=
cu
cz
00 CO 00
TJ CZ
o E
TJ LU
cj-ro ro 32
rk"
o
cr o
32 ro|1010|tj '>
TJ CZ
OJ
tz
5 o
QJ xr +-*
TJ
cr CO
TJ CZ
ro
CO
ro E o xr
cr o co
ro
o" Z
^- C! x £ o o
10 ~ m co m
Q. CO CD
- 00 T < <" c
S - 5
<§ 4^
CD CO jo
a> ^ CO
ro o co
o) o c
tr co cd|10 9|N
5 « =
01 tj
c-" ro CJ
io ° co 0- "2 a "5 co* ~ co|109|CN £¦ O CO 5 CN
(j g cu g
— c5 != co
co co — co
ro co|99|co
UJ t- (— t—
CO LO CO
oo.
CO OO
TJ
cr ro
32 cr ro ^
QJ
o
E ro
O . ¦ - ro cr n CD — CO LU
co" Q>"
Q> —
¦n cj
ro ro
s± O
x.
o
'i
CD TJ CD
O t-
tz 32
® xr X o
c "CJ o ro
O CO
II
. - cr
CD OJ
o a> CD
¦o
OJ
z
TJ 3
Eir
CO xr ro c cr ro X
5? ro
X)
<
32 ro|1010|>> o c ro
TJ .
32
Id
tzn tz cz
CD
J co o E
x- O
ro ro £j LU
ro S ~ ro
SJ
CTL J-= . . CO
SEE
LL CO CO - xr =
cu ro ->
S CO LL
O CN QJ OJ CO CL
01 X CN C CO CD CD °- «
< £
SHC IN/
o
£°.
CD ^
«? 2
CD Il§
CO
¦||«
S. K ? T O S z
CO
r - S j<
"> 0) CO" o CD 00 O
LU m
(A CD
ro O
co
CO
. - c
CZ CD
O SZ
s §-
TJ TJ
TO >>
o
CO
CO CO CO
cu c g, ro
c o
OJ
c
x:
cp
o -1-ro if CD £
CO
CD
cz o
C/J
c sz o
is
el
CD <
CO
if a> co
E ro co
jo co
3 TJ
> TJ
CZ
ro ©
o o
TJ CD D)
ro
•c o
a — • - ro
CQ TJ C <
E ro x:
co x: O
— TJ j-"
ro Q CL
>" 0)
ro fj> co o .to § CD
OJ
c
o cz o X
& >,
cz cz
CO OJ
5 b£
O 2 Q.
? 1
CO XI CD 1 «
c x: a3
(II O r
-3 l_ -c-
. - CD TJ d) X c
x c ro J2- ro c
a si
2 ro "J x: Z _
3-
—' ro ¦ - cz
O . . S3 c- >> CD OJ ° '
x:
TJ . .
cz ->.
« *
•c5_ ¦§ ro 1
>. ro CD ^
lt "SC co cu c c CO ro
X- c ro
CD CO 32
ills
° =o c S °. oj c ro o 2
ifi H ro co 5
ro Z if o o o
.£ l. C
A- ro ro 0. x Z
o 5
CO CL
g CO CO CO
o s
*s CO CO CO CO CO
lu p:
00 CO 00
c o _co
CD|1010|L-T CD
x: -*—•
CO
LU
Ef ro
CD
e
c|1010|co
CD
E ro
cz
CD CQ
CZ
CO CD
2^
jo TJ
Sj ro
TJ i_-
> CD
tj ro
g Q_|1010|= X
¦2 >;
CD CD
¦B <
CQ co OJ
E
CO
o
CJ
co OJ
o|1010|¦c o 5
CO a>
CJ *
IS
co r-
o S — r-cn co co oo LU <-
a is
o
c 3
CO Ol CO CO CO CO
co
CO
CD CO CO
C
ro _
~7 CO
Z. c.
TJ CD
>. C
O ~
CO CO CO
ro ro
1="C0
ro
c TJ CD CZ
si
Oo ro -J ro ro
J -S
UJ ~
ro ro *>
TJ
u g °" Q
<= L-
TJ CJJ|1010|• - CO
£ IB ro o
il
l-i o o
o .«"-CO
45 >>
»- i_ co
ro
ro o ro sz = *~ 2 -c
.is
^ x: . -. - CL CD
ro o oj
~ CO o CD
cn L w
co
ro y
3 TJ
la
c CO
oj co cz
c i CD
co
c _co
.y o
o ~_ < CO
o
TJ CD
E
CO
cz cz
3 OJ CO
«jg cf .E
5 co
wj u-i • - Q)
S xx ^X
ro
CD
SZ CO
x: .iH, o
cz CD
sz
CL CD
in
c o o ro co
(D
x: CO
OJ 3 O
L_
O
x>
CO
>-
CO 1—
JD
a5 CO
^ iS ^
CO 'w
CS QL
re c ro
o
LU
tyro LU
co' o "N 2 cn
_v
Q §
UJ CO
§ 1
CO |
CO ^
t? £ o cu
2 1
xf 3 .!2 cu
.2 cv o o
C ' CO
."? c\i" c
CJ T- TJ-
CO CO CO CO LU r-
* s I
CO CO 2
cq co r;
LU CO 00
in
co oo
oo
co oo
JP co
JD
c x: o
CZ
ro
?
co
ro
E o sz
bj-c
"55 E
LU
cd"
XJ CD
sz Cl
0) cz cz
JO
ro|1010|>
TJ C
OJ
c
>
o
<
JO
co|1010|•g '>
TJ
c
OJ
cz
>
o
O o
cd ro cd
x: 2 x:
¦?—< ^—'
TJ Cli" TJ
C O C
co -j ro
TJ —- TJ
c ~ c
ro -g ro
|1010|C CO
E o
CO
CD
CD
o o
CQ
2 Ol O CM
CO CO
fi £
co
00
>>
TJ CO CO
cf o E
CO
jo
CO 3
¦g ">
TJ C
OJ CZ
o
CD
TJ CZ
ro
TJ
cz co
c o
CO 1—
ro X
tj"
%
fi
TJ CO
L
CQ
Q. LU
CQ a,
o CD
o o CO
O x o o co cd
o o co
tr o 5
tr o 5
tr o
tr o
tr o
tr o
D.
CD .™ co
o y s:
i_ o rr
3 ii g
CO
rr — oo
n « n
co CO
LU
CO UJ
CO
Cl
CO
c
CO io
OJ
o o
co
ii S
— CO
SO CO
CO CO
LU v-
co CL CO
c ro
CJ r-
'v jo
LL § *j CO
tn co ro oo LU
.55 co
— CO
tn in
co co
LU r-
C
™ CM CJ CN
<0 CO
ro co CU ~
.S9 cm o o
V) CO UJ ?
CO Q_
LU ?
CO CL
Q) CN
Ll C ~ r~ w CO
ro co LU t-
ro c
™ r--
O T-
'o S
U- S
*- CO
CO CO
CO CO
UJ r
CO CO
ro co
OJ CN
h- — CO
co co CO co UJ £
CD
ro u-, o o
OJ
iZ g
co co
CO CO
LU £
co co CO 00 UJ T-
CD
CD CM
Ll C
co co
ro co
UJ "
ro 0-ro c
.!S oo o t-
: I
, CD vi tt
ro co UJ t-
tn to
CO
Q
CO CO CO
CO TJ
O
c
CO CO CO
CO CO CO
CO LO 00
CO CO CO
00 CO CO
co
CO
CO
oo
CO CO CO
co
00
00 CO CO
co
CO
co
00
r--co oo
CO
oo
CD
o
CO
o
ro
I
o
LL
xf ro
E
CO xr
e
x>
<
ro X
jo
ro m ¦g
If
cu £ « ?
o 'i ¦a *
u>£
CO XJ D) c
ro
o M
2 CO
O
tr: cu
QJ
tr ro O
XI
0)
c O
TJ
cr 3
E
TJ UJ
O CO
ro co
CD
O
E ro
CD
' \
i
ro I
if xr o
& sz
oj
ro cr co
CO
jo ro
3 TJ '> TJ tZ
OJ tZ
o
cu cr rn U ro CO
JO
ro 3
TJ
±o% " co ^ -2 cr 32 c .2 < .=r TJ TJ
•- it? c c?2
OJ
O
"5
»?—
CD o
Iff
cj - O cj r>» *»— *#—
CD xr '
TJ C
ca
TJ cr ro
or
ro is o x
tS CO
tr ro O
CO CD
co
XL O
o o
E ro
CD
c cr O O
jo ro
3 TJ '>
TJ tz
TJ CD
E ro cr tz
3 CO
c xr o
CD CD _J CD
a
QJ QJ
co CD co O
ro
.N
Lu
if
ro
¦s
rsc: o
CO
z
jo ca
3 TJ "> TJ tz
OJ (Z|1010|QJ
xr
TJ tZ CO TJ
cr co
c xr o
jp
"53 a
CO
>,
tz tz
|1010|tz o
CO
XL O CO
XI
b
c o
CO
TJ
c ro ro
cr (D X
jo CO 3 T> "> TJ tZ
OJ
C ,
CD
xr
TJ
c ro
TJ cr ro
o
CD
TJ cr ro
TJ tZ CO
CD
o
c
XI
o
E? o
QJ
o
tr:
c c
CD
xr
OJ
3 o a
>> c tz
<
¦if
CD
xi o tt
ro" ro xr co
c cr
X o
QJ >
O
c o CD
N
ro E
ro ro
>,
tz|1010|o
CD CD
JO
ro
3 TJ
">
TJ
jo
CO 3 TJ '>
TJ tz
OJ C
«5 O
to" O
JO
ro
3 TJ
OJ
cr
> o
> TJ tZ
OJ tZ
QJ
xr
o
CD
xr
TJ TJ CCC
ra co ro
tj £ TJ croc co rr co
co QJ
LU
3" o CD
E ro -5
n"
CD
E o X
CD O
x: j3_ ro Cf
0)
"co
CD
X
>, OJ OJ CD CL
irf
CO
E LU
CD" co "3 O _l
if O
CL
E ro X
o
—> ro
xr
>¦ tr ro co
co jp
i
co 3 O
a. jo
ro 3 ¦g ">
TJ tZ
OJ
tz o
ro xr O
OJ
ro >> CD
JO CO|1010|¦g ">
TJ
co -J
. • c
QJ —
O) g
o
OJ
c
>
o
— > ro
¦= c
£0 = ^
CD
sz
TJ C
ro
TJ tZ
O o o
QJ -S
TJ C
co
TJ C CO
xr co
TJ "=
c 5 c ro ro
ro|910|c xr o
E ro
CD 3
E
CO CO
cd"
CD
32 ro c o|10 10|o
QJ C
c
¦5 E
x: CO
ro co co
xr ro tz tz ro X
cd" 3 CO
CD" XL
JO
co
3 TJ >
TJ C
OJ
tz o fi
CD
TJ C
co
TJ C
tr QJ XJ O DC
tf O Q. & CD
ro
3 CQ
CD
o
TJ
SZ O
CD
c ro
co
ro i_ ro xr O
E
QJ
"55 LU
TJ
c o
CJ CD CO
I I
LU
c
QJ
m
. - ro
St xr >>
cl CO
c o
CL
E ro X
jo ca 3
TJ
> ^
¦b LU OJ «•-
c o > 33
£ 0 c
ro xr xr o
qj - -
co 8
id ro ro xr
•2° "> ca"
H
c?i
Is
fie
CD CO
£ ^
TJ ~
tz ro ro o)
TJ C CO
^ QJ
CO 3 C QJ
o
tr
CD .!=
€ ro
DC CQ
^£
>- ro
QJ =
a. x
o
ro D. co c
.2 oo
(J CN
"cd J; a- r»
CO CO
ro co
LU
co oo
o o m oj
Ol
ro cn tr o 2
CO 00
ro cz
co o
LL|910|— CO
£ <*>
ro oo
00 CO 00
UJ £
00 CO 00
5 co
CN ci {? UJ f
85
co x: co .« c?«
U-
tr co o c 5 .2
- .y
« .« ^
•c Ll cn co —
°- S 5
g w s
CD T~
:y s «
"qj CO CO
oo co co
ci
OJ O
o
CO
(A OJ
ca Q
o 2
CD O
g 00
ro cu
>• ¥
cu cr
> co
c >¦
o id
O|910|« cj
ro co" CO Cl o o
MISS
co
CO CO
T— I
LO CO
00
o
o „
00 o
- CD
¦f c >
^~ CD jc
>• o
a 1) o
-S O
CD
cScn"
o
; o
CD
O
g
CO f*->. CO
9 co ^
>
o to f *I
2 »
co
ro oo"
0- 9
CD *""
E; co o- co % CO - oo £ t- 3 co
CO
¦cr
CO
CO CO 00
o
3:
or cl x.
° co
o CQ
cd cr c c co
o O
ro co
CD g =
c c ¦-° °
io co
cl S
CJ O CJ co t- o
r^ uo
Tt
O CO
00
Is
jo rr
LO
rf OO t--i
f>-
co
00
i i si
Q)
A—I
^ co"
TJ cr
tz ¦¦=
co ro
xr S
§ ^
ro|910|15 <
•cr c
CD CD
TJ ^
CD TJ
co co
UJ to"
CO
b e
co
ii il
Sf
OJ co
I «> oo
f= CD
CO >
TJ
cr CO
E -J * io
UJ
c .£ ¦- —
ro
3 _ TJ CO
c • -|109|E
o fJ
S3
£ CD
ro|910|TJ ><
c —
ro|910|:> o
TJ . . C oj
oj-I .5 co
O CO
1°
*- TJ
TJ cr
cr ro
CO -
-°s=
L,- CO
is E*
ro co
TJ CD
c tr
? ro
XJ L-
m CD
ro xj
m ro «Dm
> i-
S ro
£5^
O >
o
CD
CD cr tz
E o
CD
tz tz
jc: o x: ro o
~> Q uj
to •?—' xr
CO
CO 3|1010|ro iS co tj
O U;
CC CD
? E
TJ UJ
OJ
c|109|
o xr
= co *-
OJ
CD CJ
x:
TJ C CO
E ro
TJ ~ CD
cr l= s= J2
TJ
cr
CO
o
CL
"53
3 tZ CO
E oj
CD
cn
CO 3
o _l
co"
'o
cr
s
LL
a—.
CO W—'
Q.
xr
CJ
L.|1010|fi
1—
(1)
xr
TJ
cz ro
>. cr c OJ
CO CQ
jo
CO 3
•g >
TJ tZ
75 t?
«|910|4-> O
O CD
O £
TJ
?J ro
S? c
S5. o
CO
2: cl
CD
xr
CL
o
TJ < CZ CD
xr o
TJ C CO CD
cz ro
CD
jo co
3 TJ '> TJ
CZ
DJ
5 o
CD sz
TJ
cr ro tz o
cz cz ro
J2 iz
CL CO
CD
tz >
CO
c
ro oj
DJ 3 UJ
cd" =
o . .
tr CD
co cr
xr =
o -fi
CD
•2 8
co
cr roc
> CD
¦5 .£ .£ cj cn ro .£ O
J
fi'^
/» ro
TJ
c ro c g
ro c
CL
cr xr o
¦tr Cr.
tr:
CD
TJ cr
ro co
CD XJ
o DC
x-o o
a:
c
CD
CD iri
OJ
>» .co
CL CD
cr CO
c
CD TJ
cr
CD
>
CD *—¦
CO
xr"
CJJ|1010|O i—
o
XJ
i
ro >-
.22
CQ
o
CO JQ
cr ro
CD
N OJ
-d ro
§ ¦%
E °-
E ro
< CQ
TJ
cr ro
%
ro t
S oj
O co
- TJ
N C
CD O
E E
§ £
E o
< ct.
CO CD 3
cr o co
M CD TJ
c ro c
gj 'ro Q
Cl) O k. 3 O
co
CA CD
ro Q
(— C CO
CD _j io CO
CO to
o "
<° ro
co" o
o
£ 5 «
* ST
tz S
O
o O
co fbj aT
t= CO co co
ro
ro co Z3
CM CM
CO O
' ro
c « «J >- -
?2 . - '£
,=> ro ^
o co O co
. CD
w ci
ro t- t- o cm
Q. CM - CM
CD g CO £0 = 9 CO o
S ? COOT CO CO
co oo
o
So
8 S
>. CO
cu ro
>
c
O |-~
O
. CD
CO CO
CD
c ro
10 00
CO
00
0- C cu o
CO
00
S> S o
co ci
t£
CO
CL Q) CJ
c ro >• cu >
o
CD
¦3J ro co"
J CO 1(_ . 00 10
N"CS M" O -
00 o
ro O
5^" -
CD M
ill"?
— ij CO T-
' — o
if p: o
O CO H
. o ro . • co
¦ co
1- CM
o „
CO o
CD CO
"3 CD
C CO
= ro|109|01
c S
ro S
CO .
g|
11?
b ^
co" S
O 00
SI
00
T*
00
o
S>co
CD CJ ^ ^ C O
z> ro o
c
ro x
ca tz
CO ,5
I ST*
CO CO
' CJ
to
Q_
CD CO
= CSI
— CO
^" CO
£ CO CD CM
CJJ
b y
is.- 5 «?
5 3
CM CO O O CO ¦"—
Si co f3
Cl "
c: 2
O CM CO CO
£ i"
ro o =j o
h- CO
CO LO 00
r--co 00
O- o - r--
cr
o co
ro co >. co
CD CO
> ' -
c
o o
O tt
. CM
ro <-
0- cm|109|IZ
c* co
c5 £
CO CO CO
00
j<: o o CQ
CD >* CU
> c o
o
- CO
x: o
CO
TO O
CL ai
== 00
r~- oj uo co co co
(D >< O.CD
O CO
>. c o sz tz
<
jitf tz
CO
O)
XI CO
o . .
o C
co o
~~> t±
o>
¦S cz
3 £
CO
i_- ro
r?-
JO
co
ZJ
¦g >
XI
tz
oj tz
5 o
ro cd co I*
.52 co
5'o ro 3^0. -§ 1°.
¦S E 8 J
IS
ro —
£ «
co t-
CD CD
CD CO
° >;
o 32
CO Z
ro o
co|910|CO L=
TJ CZ CO
tr
CD XJ O
or:
cd ro co O
sz o
_ ro cz n -CO -rr; tt. 10
CD
¦tz §
XJ 3"
CD CO >>
cd 32
CD •=
l- TJ CD r= SZ SZ
TJ °
SI
O CO
3 ftj
ro ro
'§ w.
2 £?
El-° ro ro -o
cd 32
¦»= o|109|E
co "°|109|35
ro Q
E ro co
OJ
" XJ 32 ro 1 .?2 t ±= u_ ro .
ro S E
¦ - co ro 2 t? 5
CO O
c if ro
5 o ro
ro ? c-"
E?c xf
o § o
a? Jo
(5 uv-
cd ¦£ £-.x: o
ro tj >"
ro 32 co" >. ro
,. •*-' jQ
g ro
.E|9 10|S g
ro o.
O co
O UJ ^ 3= IE
S ro te"
°- O <
>> ^ — x> jz> 3 xj co ro < ^ co
§. E £-.2
ia'i < 8
E ' ro •*-*" ¦= ro
§1
CO vj;
n co
>» tz CO rz -c
?J
ro iif
N Q)
ro 5 O fi
ro >
cr
^ CD
co O
'o • -
tz sz
ro ro
£ £
CD ¦J-XJ if
O
co
ro|10
—1 <
TJ
cz co
CD
CO 3 CD
t: o X
CD ~J
cd" o ro
v_
o X
CD
o cz CD CL
CO _ CD
32
C CD
oj 9"L c =
32 ^
Z m ro . - 2 CO TJ £ . .
fi tj 32
Z C Jf
i7 ro t5
=TJ
"5 .2 ro
""> ro E
¦o c g
(D 30 cz
Z CL 3
TJ CZ
ro xz
CL CD
co O
I uJ
Xi cz
CD cz
CO <
E !2
== CD > P
c cz CD X
QJ
i5 sz O) CD QJ XJ •5 CO . . N
is
CO CO
CD CZ
O CO
CL = 3 O O CO
Ii-35.2
co cli
r^.ro
% Qj
OJ
c . -5 ^
32 E 5 <
32 «^ cd"
co 3 OJ
45
.ro c co
c o
ro tz ro
CO
.11
CL CD LU
TJ
£S
QJ QJ
co cz
^.32-0
> ro co
CJ = CD
cz 7= cz
j o tn
CO <|910|
cz ro
ro c?> x: ro l-
TJ o 5 C 0. <
ro j- j_-
Qj Qj fi
> xj 3" ? S -
co >, —> "i CD • -CZ D.
LL =
^ C Q-
0) Q x:
*% ST
«- CJ oj
ro c-
Si
5 12 ro xz o -oj ro E
'CZ ""J CO
111
O TJ . X5 C c
ro "5 "> lio c
v. cr 8 ro — xj oj ¦= .— 3 ^ x: co 0- cj
co
x 3 ro
CD
co
TJ CD
E ro cz cz|1010|L
CD SZ
TJ CZ
ro
CD
o rz
2 '+-» ro
CL
3
IZ
QJ CO
jo ro 3
TJ
|>
TJ CZ
OJ
rz
1 §>
1 °-.
ai ro SH co
—• 3 £5
ro oj ~ 5 oj ro 1 o c 32 cd ro -j= CD 0.0
cl aj
ro ¦« o> ro
^ x: o
CD
s
ro
CO
QJ
¦9 fj Cl
S ro
a: t,- co
. 32 o
¦t; ro -7
co X ro
CD cz
UJ
fi
QJ
o
izf o cn
sz
CL
32 ro 3 32 >
TJ CZ
OJ
tz
32 £
CD SZ
TJ
tz ro
35 3 o CD
3 o >< ro co
c o
TJ
CZ
ca
"2
cz co ro 3
Q_ CO
'— QJ
x: tz
Q. S
if 8
t\\ 2>
ro xz
CL
o co
jo
ro 3 33 >
TJ CZ
TJ 0)
E co c cz|1010|TJ C
ro c o
>
ro *—'
rz 35
CL
CD 'tZ
ro Q
jb" o
CQ OJ
in
jo
CO 3
32 ">
TJ CZ
OJ CZ
o
ro q -i= fi
tz aj
XJ
o
or
ro
cz £r
QJ XJ
X o
CO
+S CD
S Q
E.|
(15 CL o °
¦cj-CN CD OJ
ro
CL
cu
si is
. CO
x g
CQ 2
Is
o o
£ ° u> z
OJ in cn*
O
*- o> 5 3=2
co e 2
1" 00
LO C»
CO CD
CS
Q
g g cn 25
o o
z z
o o CQ CQ
5 5
CO CO
CD CO
CO CO
c c
CU cu
N N
o o
CQ
CO CQ
¦p. CO
Ji co 3 co
co oo
O
CO
cu
| CO
•o rs
™ CO
co cn oo
CO
col
m -g
cu o O CQ
CO CD
>< y
CD C > CO C >
o cu CJ ?
to
ro co tN
Q_ O CNJ
|SS
> CO CN
oi co <* jj CO CO
CN 00
T-1
00 CO 00
o CL Z ^
CO
cu
CD CO
> CO
C 00
o ¦<-
CO CJ
CO .
g 35
CO
; co
O Ji
e S
cu
>
Ir
3 CO O t- t- C
CD CO 00
i
CO
CO 00
00 CL
o co
c
o r~ O -J
CO Cl
CO CO 00
00 CO
CO . o
Q. CN CO - CD —
o CO
CD _ o CO
CO CD
Jjc. O
2hS
o x:
CO CO
CL C CO CO CD
CJ
>¦ p
CD „
s ^
o _ § CJ w
CO CO Ol 00 Q_ g CN CN dl CO Ol 00
CD
= g g g o "~
CO
o
00 I
N-
co
CO
CO CO CO
|109|g co - ~
? co - "I- r^
CO ^ CO K
f g CD ° 2
c o S
CO CJ CO
CO .
,„ sz co
a cm
S "S
tz o
CO o
>. CD
cu or
g a
CJ
^ — Son
5 CL §
Si
>. g -
Jg §
CD ~ CO
> r_- g
J CM|910|CO CO
'£ co
CO CO
0_
= 5iS
cu g ~
™ CO CN
Z3 CO CO
I— CO
LO CO|1010|CO CO CO
xr o
?J CD
•c SZ
tj "
OJ
CD . .|109|*
ro
S ro
S'
LL- '6
. _ -*—»
ro 5 o <
. . CD
ro g
"5 tc. -> cr
CZ Q)
xr 4=
_ o|910|ro ~> 'j=
»- o
O io L
m ro ro
> cr "6 ro _ c d)
TJ — c
Si?:
t££
^ ro c 2 £ <
(0 3 X
= S-o O > -
jo ro
XJ
>
XJ tz
TJ CD
E ro rr c|1010|n rr ro cz
Q
ro -*~<
c
ro
Cl
TJ tz ro
o ro
o c ro
TJ
tz ro
jd
co
3 TJ
> TJ
C
TJ CD
E ro tz tz|1010|CO CO
TJ
cr
ro _co
TJ
cr
xi co o 3 o tj
' TJ CQ |
g.!=
>».
CO
CO CO
ro cz
Ol CD
CO
sz tr
ro
JO
ro
3 TJ
¦>
TJ cr
co cr
o
CD SZ
A—•
TJ
tz ro
TJ
rr ro
co 1
CO .
r>*
U OJ
co cn
.b CD
ro cT
cd|910|CO -2
JO
ro|1010|tj ¦>
TJ
tz
TJ CD
E ro
CZ
tz|1010|CO CO
TJ
tz ro co CD cr
'E oj
3 CT
ro
CL
3 O >>
ro
0_
cz o cz o
*¦*-*
ro c jo
CL
. . 0)
4- cz
o co
cr -3|10910|
>n CD O xr
• - TJ X CZ CO CO
o
1*
CD
xr tr
o CD •t: xj
S.C?
xj?
<-s
cq ro
CO XJ
ro S 3 ro
2 xr
2 2 tj ro .£ co
.£ cd
§ .a
*- CO CD CD
x: cz
*J 1—
s&
o ro co
c cd""
ro .>>
Cl CO
>. CD
cz
TJ >> CO
cf cr <
TJ C
CD
xr
ro co '3 o _i
cz CD
CD SZ
TJ
CZ
ro
CD sz
X. cz ro
XJ
>» x: Cl O CO
ro ro
CO
= 2>
'D ro
CO CO
ro i*«
CO C-
o ro
Cr:|910|>¦ cf
cd ro
XJ N
o|910|I- co
xr
Q. CD co o —>
tz CD
J_ I— ~ TJ
5 2
> CD
0. xr
.0- ro co ^ co cr "co ro SO. "2.
rr
CD CO
ro
CD
tz o
d=: o cu co
XJ
<
o o
1—
CQ
S |
Ii
CD
c cr ro
TJ CD
E ro cz cz|1010|TJ-OJ
E
ro tj cr qj
§S
§1
2 TJ
Z c o ro
CO
^ ro qj E xr co
TJ ~>_
ro g
TJ w2
- OJ 7=
ro-g
CN
tr t-v ro
XJ -c1 O XJ
Ct iz _ ro
¦8 & c§=.
. - CO
xj ro
ro|910|CO
rr
cr O
o|910|" aj
E TJ
ro c co <
- o * 5"
o - co
Zo'2
§2
§ * ci
m o «
CD O CO
£ CO „
cu c .y
> ro .r:
c >- O
o cu
CJ c
j-' O '(/)
co O in
^ CD O
£ 5 K 2
CD
¦>cj-CO
ro -~ o
CD
LO 00
E
ro xj
ro
E ro
CD 1 _ CJ 3 i_
CD SZ
XJ
JO
ro
XI '> XJ
cz
rz ro
ro
-|9109|o
xr ro
o CC
o> 2 2 ro
CD cD
o
__ CO
I as
ro
— CD "g LU Cr. ro >, x
«2~
oj"
3 CT CO
E
JJJ p o
xj cz o
-I
cj-* ro ro to 12 7
cz ro E 0x5 c ro £
<
i'j
ro £ l= ci< §
CD
sz
Q.
O XJ <
>", 3 O. 3
Q
§>!
g)m
CQ xj" o
>, CQ a—> . _ 5 52 o
ro E n fo
Lu cl Ifro
8 I
2 1 o s
x. >;
^ CO
itct
§ j=
o ro
>- ro
¦fa"1 ro iz Z .E
cq ro
io 1
CD CO CQ O
ro Lr
$2 o cd ro
I5.
o ro
co q3
c E
¦5 ro
•cr o ro xr xr ro
?.6
cz . . JD >.
CD "iz
Xf
tt ro
ro L-xj ^
| LU
its
t!e
XJ LU XJ
2 >•
2 OJ >.CQ
CO
CD CD XJ CZ is CZ —J CO M 3
Q 3
-L." C |t
co oj
X CQ
fi ;--
tt E co
•-, ro ro
-1 sz —
m ro ro
CO i_ sz
aa-i
CD CD tt >< cr ~
WIT. r5.ro >;
ro ^ CO
<= • - ^
CO c CO
X o ro a oj tt
lj5
o
CD O
CQ cr . ro co
cz; cd ro <= ro -grocjj
cd co jr; cn \- J
XI
c ro
cf -° .E ro ¦5 CD
LU oj co
c°Z CL
- CD
co co
^ O
00 -g
u o
O
CU CO L> CO C CO
CO
0 Is
J- 0 wO a
CO LO IO Q_ CN
0)N 1
CO
ro ro co co
OJ CO 00
00
CO cd" ro.E
15 ^ ro
1 °
§ '3 o ro
r-co 00
CD
CD £S
xr O ro
C _CT.
ro (5
ro .
cz
CD
E o
£ ro
ro j§ CD
±3 CO
xr -3>
~ ro|109|O
CD cf
> CD
^-1 "
xr
CD CJ XJ
l- t- £ ro cd co
xj o >< cz cz co ro
Q- 3
CL CD CO 'CZ CO CL CO
6 » £ cz: ^ 32
CO £ TJ
.2 CL|910|co
ro ro <
Q co
CD
• - o cd"
O CD
O
XL
5 ro" 5 tr
ro J ©
8 < .2
CD
XJ 4±
CD -<-
~ LU
ro
£ »
g-
cr S
o . -
tt ro|109|o
c rz
co o
Q.X
f ? S
gr ir S
co o
ro ^ fi?
c|910|CD xr
|
b O "O
ro > cr
XJ
cz ro
c
xr o
LU
X £ co
CD CN CD OJ CO 0-
O CO CD co
£ &
o o
CQ
is
—1 rvl
cr o O
CO Ol 0_ fN
cu
co co co
X3
CO
OJ
5 "o s
•¦ S 8
-2 CQ 5
ro . -
ro ro
2 > QJ
¦E >I
.£ K io $ a. ™
O QJ <
§8 ro
ro
ro tz xr co ro
«T
"5 2 -=
CL QJ £
"to = ro .55 2
CO CO
g- iz
co I
CQ .
qj ro cl
to ro
3 XJ
> XJ
cz
XJ OJ
E ro c c|1010|QJ
to|910|CO
cu I
ro
co >
co ~ ro
xr *- cu o
cz O CQ
tz o
o . . . .
CD CD|109|~
E o
O.Q Q
c o
E >> ro CC
LU
j«f o ro
ro CD
cr cr cr tz
o o CO
c
CO
m
CJ
.&¦
CO
CD
1°
-J CO
tu o
iS io
CD LO 00
co QJ E ro
3 CO
JO
ro|1010|-g >
xj c
XJ CD
E ro cr c 3
XJ
c ro cr o
ro ^—>
cr
jg
Cl
XJ
ro
XI 3 CO CD
CD
co y £ 'g
is
5 CO
o c z -5
— Q CD
„ffl to i
0- co|910|tt) co|910|CO
CD o
y o
- CO
O cu
t o
qj in
-O CM
CD
•2 co
-1 CN CD O
J§8
3 CO
t- *-
00 00
¦ r o o
CO CO
T". CD CO g
6 co
>\ CD
>
° s
o o CO o
LO CO 00
CD
¦4—*
. . QJ
o ro
ro t|109|ro
xj|910|LU .
io" at
ro c
ro ro
xr CQ
o
co" co ¦= co
o
ro
CD XL
.92 o co
CO
CO CQ
. - o
CO
E
jo ro
ro
3 XJ
¦i<
C CD .—
ro
OJ 'o
1 s
2? c?
co
ro co
to
XJ cr CO
XJ _ C J3 .-
JS < co
cz
g
'E
CO
X
cu ^ co ¦£ o S
CO ^
O.CJ °>
¦p to
B 9
CO
cu ro £ co
CO 5
CO oo >. CO CD 00
>
c
O CO CJ t
0. fN 55
CU *0 CO
= O CO
> CO *~-
ni CO CO
LO 00
jy CO CM
cn
CD 00
CO CO
CO CO CO
QJ
8 «
LU co" xj-
2 ° >\co
° >;
>. o P ro ro z X •-
. . QJ cz tz
ro
—> .. ro
.h: xr
to t ro to
?. 5 ."5 ro > x> co =
Q £ • - co
XL T-
8'e
CO CL
o co ro O
cr-
ro
ro =|109|co
XJ co|109|ro"
— CO
OJ XJ
c ro|1010|CD
CD
=2 tr
ir ™
CD 3
E
CO CO
tz o
CO I—
ro X
.52 8
q ca —' sz
SZ XI
o cz —> CO
p.
ro X
oj cf
cz XJ
Q O
o
o
! b i p-
1 CO
CN
co C
CM CO
I dl
CO CO CO CL C ^ CD
CD CO CO
co
CO
oo
QJ to
"3 O
c x: o
—5
cf tz
CD
X co'
I|
LL CO ¦ -
ro l~ xr . -
1 xj ro
< °-
to"
£ "5 ro o
_J
Is
XJ QJ CZ —1
OJ xf cr cd
I2.
0 2
xr 3 ro
xj _j c: ro >»
S ro
XJ
tz ro
CD
xf S to ro xj o
QJ CO X S
o z
o o CQ
O a. ^ X X o o o CO
CO
c o ro O CO
CD O CD O
.sc C co C
c o CO . £r
£ » CO-
CD JS Op
J= CO Ji to CD
CJ 21
>•'£
l r co H ro ¦
O «! N
. .— CN & £ CN
$7.8
CO CD O
c -ro
CD O J£
3 00 o
j§|99|CM|109|tO *
CO
CO OO
LO CO CO
I- T- CN
JO CO 3 TJ "> XJ CZ
XJ CD
E ro cr cr|1010|LO CO CO
JO
ro|1010|•g
">
xj c
XI tD
E ro cz cz|1010|
XJ
cz ro
c?
tf
Oj XJ OJ
&•
CD
JD
ro
> QJ
tr to co B
-S ro
x a
CM
CD OJ CO CL
o cl
CQ CO
<" S
O CO
C P
oj L:
O CM
t= p
co I" c*J
1 CO
u
o
o o ca
2? 'to iu
•| CO J CN
tu o tz Zz
™ CO
t
O
I *
ro cm"
=|910|>|910|1?|910|S
TO ^
c
tu c ro
xf to
ro i*^
CL S
1?
OJ CO
oo
z% S
00 CO CO
oo co oo
in co
LO 00
Try '?
o
>.
OJ CO QJ
Cl
cf co
LO 00
o rz
CO
CM CO
CO ¦ -0 0
O ^
cz g
"co -*—<
cz
jg
CL
>% CZ OJ
i"i
cz ¦ -
co
JZ
•tz" ca
ro >< 0
jo CQ
ro
•6 .2
•cz O .5 O
xj rr
¦e e
XJ
cz co
jo
CO|1010|¦g "> x> c
XI QJ
E
CO
tz cz|1010|O) LL C . -
1 '2
to 5
o co £5 ii S
JO CO 3
•g '>
XI
c
XJ QJ
E co cz cz
3 XI
cz CO rz g
to ¦*-« rz
CO
x: LU
JO
co
¦g ">
XJ
g
OJ
tz I
QJ
0 ^- ^*
i_ to
0 3
oj ro
ix: ,5 "co ._ to
CL L" O
9- cct.
X g
0 !m
"" ' co
CO
'<"£•-co ro co
'to
2-1 £ 1
ca
CO
0 M ¦B x:
Is
CO sz
jo ro
£ -J co" o 0
. - to <~
xj ro
JO CZ
a. § o 5
XI
tz co
x> cz CO
£ 3
ro
• - cz £ ° 2 — ro co 0 ci< Z
XJ
cz CO CO XI
tz 'o|1010|QJ
E> O QJ
CD a>
-4—'
QJ
CL
™ tt 3 CO-
XI
QJ
cr
OJ
X
tz o co cz
E ro O
cf
X"
c ro
rz ro 0
A—-
CO
' I
ro >
LU|10 10|O r5
£!
58
O -O CO CO CM
tu -t oo
> 1-
c - .
° m CM
O|99|co
. CD
% °- a.
ro co* cd"
a Z" S
tu o
= O t-
|»co
O) CO
CO
I
tz CO N
£ ro
CO co
CO X
cf S
O to
00 CO CO
s 8 .§
3 O
•? 8 " o- -i Q
tt 0
. - >i CO XJ
3 ro
^ CO
">". •£
j>: . -cj to 7=, ro = o
tt 0 ro
•-i T= CO —1 0
O
OJ
3 CD 0 O S <0 >- 3
xi CQ ro "2
L. >
0 ro > Q
0£ g> "q. CO
CL • -
to o to g
•2 CO
2 0-
0 O
£ "-=¦_ cj ro" ^ xj
£ &> ro 0 xj ^
%>i
•cr ro 0 -g — Lt
rr
O cz
cz it
O cz
-S CD
ro
c jo
ro to
CL 3 t_ XI
ro > z?l
CO ._|10 rof w 0 > £ oj
C^ 0 zz 3 CO LO -5 CQ _| -5
tz _ 0 CO m"
.gj o .
CQ • - 0
xj .t:
P ° =£
fez§ §
CO > c
¦ - >. x:
E c o
co o ->
5 £ i_-
< CZ Q)
. - < tt xi ro
c c 0
ro ro cd
co >>S
OJ CO
o ° 8 Ct "£ g
tt •,=
8<^
8"^ 8
ro ro =
CO
E
2 £ T_ > ro qj
C--CQ D-.
^ o ro
CQ -5 I
TJ co
CZ CO
ro 0 ro 8 .2 5-
?i
^ -,,-il
o o o o co co
o o O O
jz jz" tn
ro- ro a 0. r; cu ju g
lis
cu cu S szt jo "5
o
CO tf
oo oo
c" cz
< -o
- ^2
E -S 5 ro .ro 0 <¦ -t; = CO xi -2
CO
5="ro «
x: 0 O
XL
o ro
^20-8
c 2 £ ro
ro jz ro x
jo . -
co cT"
% ro >
¦o jo
¦- ro
x>|910|Q) XJ
e :>
ro xj cz cz cz —
3 OJ
s1
XJ g.
ro ro 3 £
8 -g
3 «o o c
co tt
co co
cz cz
O JO
CZ CL
.2 rr ro § c 0
J0 "CO
CL LU
¦o ° ° ro
-g S|9 9|-e
l- xj ro|10 9|r= -5
XZ tt|10 10|XJ
ro Lu
x. ° xf
tz o
CO|9 10|xi |g x:
o co }s
ro 5°
<1€|
"53 03 -2 P h to'
5 5
L- Oi JZ QJ
CT* . XJ J-CX CJJ
0 ro < •£ X ro xj cj
0"w g |
S gr.ro- f
<"|Sx
CO
Xj" 5 "O
¦S g s
to ro co 2
rz ~|9 10|— qj to
m > o
ro p
E ro
ro %
cq -o
^•^
o,2> •cr o ro o
LU Lt
oo
CM|10 10|OJ
ro CL
(~- S (N
. ZD o
Q- oj ZD — °b
CD OJ O|1010|o
CO
o O
CM tO CM CO CO CO
Zz 4)
CO ~
CD ¦"3"
co CD ¦
*-> r: 5?
CD . _
•= >. 3 -R
> o_
OJ
c o
v-* CO
c co
cz jg
CO £
ro
CD CO
I—
o
OJ
cd
•o S
OJ
x:
c . -o 33
11
JD' g
ro S CO
. - TO C C
x: o
X
E ro x:|1010|XJ
<
jo ro|1010|32 > "5 c
o E o ro ro c
co
3 cr ro D-
_ •= CO
o .y
3 o >» co
£0
CQ
o —
OJ
ro -a w
E " »
.2 CD "2
*= CO
< *o -C
CD JZ
O
CO _^ v- c
oj ro
OJ
sz
*a
cz co c o
ro .*-» c ro
CL
-2 tt o ^
ro
Q> g
2. o
f 1
2 o.
O «j
¦*-* io" CO
55-=
5 ro *
¦u r.' vu
3 *S x:
ct: o
tr ct: -g
tj
32 ro * co ro ro
TJ CO CO
ro lo «
C 3 5
0 CD ct:
5*-"
3=0 CO
>¦ ro
CO
'3 o
c o
5 s ^ 'E = O Z 2 LU O
o o
CQ O
<» * m
o ¦>»¦ OJ
11|910|oj s
> CD *^
eni
O CO c
CJ x- 03
" Iv." m
» co f2
CO Jo
CL C £
OJ CM* O
.¦= O
a co
. . CO >- CO
2 co >-
cu
g o
cu P s
„ CO 3 CO
T- ^ .£ CO
9§
0> CM ID
CO O
LO CO 00
«- c
00
jo ro|1010|32 ">
TJ C
TJ OJ
E ro tz c|1010|co
CN XJ
cz ca c o
oo
JO
ro
3 TO >
XJ CZ
TJ OJ
E ro cz cz|1010|CM
TJ CZ
c ro
ca
TJ
c ro
c c
<
ro
x: 0 ro sz
E ro S 2 0 0
J OJ TJ' O
x:
OJ
3 CL
ro
^ CD
£ CO
o
§1
CO CO >. CO CD CO
O co
. CM JZ ¦ vi O.
CO co" Dl cm
| §
is
CO CO CO
io ro ro .E
3 SZ XJ Cl
¦= CU
.2 CO TJ O C -5
OJ >. CZ o
1-3
ro
XJ CO
"I
cl ro ro g
._ TJ
§:!
co t
.52 a5
co t=
to
= TJ
S c oj ro £ cr
M— c >, ro
-° ro x:
ojO '•-
£ ro
cz . .
o
f- 1—
.1
c c
« o
CL ->
TJ C CO
-2 ro sz
CJ
it.
e"s ro g
0 ~ DC LU
O CL
z ^
x. o
o o
o co
co oj co
CO CJ o
3 c
ro
cu co
— > co
xl a co
C O x-
ro (J -
CO . T
jz to
iz S ^
K '« o
Q- c
b ji co"
is ? P
S" S °
"= IO CM
iS co
3 CO O
I- »- c
CO CO 00
LO
CO 00
JO
CO 3
32 '>
TJ CZ
TJ CD
E
CO sz cz|1010|
co|10109|
CQ
O
TJ C
ro
jo
o co cu
J 9
ro f~-
>- co
CU CO
> T-
c
O CO
O co
. CM
w ci
ro co*
CL 9
> co
s s
-O ^_T_
CO 00 T
I
co
CO 00
E o x:
cz
JZ
o cd"
^—1
co
JD CD
o
co
O o c co
o
TJ
c
JO
CO 3
32 >
TJ SZ
OJ tz
o
CD JZ
TJ
cr co c o
ro sz jo Cl
TJ tr ro
CO
5 m 0 eg
ro'l > 0 a: X
•Sz
JS ro ro co
JO m
J«f g ¦= >> Q i|
ro-g o
xj ro c ~> CO tz
ro
ro
x: ro<55
S if
CD ^
xr jo
CO £
Cr: °
1 cL-g 9- g
5*5 si
. . CD
5 gLu
>¦ c? c ^
£ co
ro
Oco LU 0* LT C 0
¦= o
<3 &
5. "g » § 1 »
CO
Z
CO
5 co
ro lR
r °
ro 5
— tZ tO|109|cj
x: o
0 sz
TJ
c ro
._
CO *j
ro
Cl t ro .52 X
I g
c x: ca o
05 £ q cj
OJ 0 CQ
. . TJ
tz tz o to
0 x:
TJ c ro c o
g1 &
¦=• OJ
CO 2
ro
ro 2 o cl CD °
j? >, "if p.
ro co ro "5 0 co
c J XJ <
< 0
- OJ
o S ScD
« 1
a: ro
co Ji-
'S °
ro cd|109|O
CQ O
CO
OJ . .
cl LU
° i
co
t:
0 XJ
o a:
>;
o|1010|¦£ u:
l D TJ
E ro co
co* >-ro
i? ca tz
n X (0
E ca co
< O CQ X y CO
CL (-
ro tj" g
1 1 —
^?
CO CO Q_
£ xj ^
ro p
¦g i -B
E ro ro" ro x: 2
'= TJ %
3 c ro ¦> co S
OJ CM
0 OJ
ca Cl
CO ^
£ s?
CO CO >. CO CU CO
> T-
c . O
O co
. CO
CD co c\f
O CL 5|109|= S
rr > co
O ^ co
CO S S
CD CO CO
(A OJ
¦4-1
ro Q
> 'c ID
cu
CO CD
is
cu o ¦§
.3 CO
n-
00
X o
o o
o co
co qj
Q) o
11
£ §
co O
CQ .
CO
cj jy
. - CM ||
CM
._ - 10 m CM CO
S in ^
3 CO (— CO
CNl LO 00
CQ 01
CO CO
'co
¦2 co
-1 CN
CD O|1010|CO
OJ CO CO
cj
o
— CM —' xf CU O (DO
LO CO 00
I § Is
in
CO 00
CO
cu
=3 a
co
CO
XL CO
C CM c
CO f— co
CO o CO
co co co
c CO c
CU CO cu
n rt N|109|^ CJ
CU >,
~ X> —
S2 o
CU LL
M-
1 5
cu
~ CN
QJ O
I S
co oo|109|CO
CO co
00
CU J£ 3 8 CO
1.1
co s
co *s tz c
M co
O
CJ
rj
cu
LO
oo
00 CO
CJ
r~ ~ co g c cm
o cu o
CN "0/ 00
CQ cu
O g
>. CN
.« M"
CO co
cu >
£ CN
CN CO
O
co oo
CO 00
o
to
cu >
CN CU O
Is
cn
CO 00
ro
o
=3
cn
CO ZJ
•g ¦>
XJ
c •o
OJ
E
CO
cz tz
J/J
co
ZJ XJ
;>
XJ
cz
XJ OJ
E
CO
cz cz
ZJ XI
cz co rz o
ro c JS
CL
ZJ OJ
sz
I
OJ QJ
«J CD
l- in
2 8
O zj
o H
"I
° co
XJ
cz
CO
j5
CO
sz
CL
LU
CD
C Jc" CD jss
> tj DJ P
> iS 15 zB
O co < co
jo ro
ZJ
-g > xj jz
xj
QJ
E ro cz cz
ZJ
¦sr
CO
rz o
cz ro
c
.DJ
"3 o
XJ CQ
11
K Q
tn ro
ZJ
xi ¦> x> cz
XJ QJ
E ro cz cz
ZJ
o
CD XJ
cz
CO cz g
ro cz ro
CL
CO .CO
iS
cz" o
co
SZ CO
(0 CL
c o w
o
it
JO
ro
•g >
xj c
XJ QJ
E ro cz cz|1010|
OJ
cn ro E
3 O
O
JO
ro
3 XJ
> XJ
cz
XJ OJ
E ro cz cz|1010|
OJ 3
o cc
oa
tz lo
l_ 3
o O
jo
CO 3 XJ
>
XJ
tz
XJ OJ
E ro tz tz|1010|
CZ CO OJ
OJ N
'co
CO
ro cu Q
cr-
ro
E co
CO|1010|o
"E
ro 5
XJ LU
in OJ
E ro
tn co
3 XJ
> XJ JZ
XI QJ
E ro tz cz|1010|jo co
3 XJ "> XJ
tz
cn rz
'5 QJ O Sz!
! °
CD
CO
QJ
CL tZ CO O
CD qj"
3 CO
to
CO
n> CO|1010|Q
OJ CO
'3 O
cz o
JO QJ Z
E o
co
CD
!rz ¦tz
QJ CD
1—" QJ
tz: o
LL
JO CO 3
XJ
;>
XJ
rz
XJ
QJ E ro rz cz 3
XI
rz co cz g
ro *—<
tz
jo
CL
XJ
tz|1010|E
XJ LU
tz o
LL
JO
ro 3 ¦g > xi tz
jo ro 3 •g ¦>
XJ
tz
XI QJ
E ro c cz|1010|XI OJ
E co
CZ
tz
3 XI
c
CO rz o
cz jo
CD CZ QJ Oj
LU
=j-co QJ CO CO QJ
CL
xj c: ro
cn
LU co
.|910|.55 oj
tZ|910|o ro
LL LL CD
JO
ro 3 •g '>
XJ
cz
XJ OJ
E ro rz
XJ
tz ro
XJ
tz
JO »*—
o
CO
o co
c ¦c
ZJ CQ
CD —I
o ro
oj cn ro Cl
o z
X o o m
0)
u
O
to
b
Is
—J L: CD o
I s
i2?
V)
8?
o o
CD CJ 3
CO CD
O
to
CU
ll
CO
cu o c Z;
to
¦ LO 00
x co io
o
O o o
CD z|910|cj jc
3 O O
C O O
~ CQ CD
^ cu cu
-* 3|910|ro .£ .£
CQ 5 S
See
cu ro co
.£! CO CO
LJ C C
- CU CU
'co — ~~
o
o5 O •I CO
-> CO
tu o
Is
.3 oo
M" 00
CO CO
o o CQ
g
>, CO = CO co CO CD
l?
?5
CD t-
S .3 CO
LO CO 00
co co
o
o z
O
CD
-= =5 LB
QJ O QJ O
I s I s
3 CO|99|CO
O CO LO LO CO 00
^ o
c
ro >-
CD "
X ° c £ ro CQ cD
-5 z
b
to
o
o
CM CU j-
CO 3 CO
th's
^ o oj ^ Z
£ o x
JS to o
3 CO O I— t- CQ
00 CO 00
CO 00
o in
00
CO —' o
So't
O N- C
^ CO cu
-g CO -
ro <"|910|m CM ^
to i_
m Si ro
u
CU TO -c;
xf z
CJ
CU xf cu
- ^ p|1010|CD ffl
- Jz y
CU to CO
S- '£ co
ro co co
a. a ™
co co oo
co oo
o 5
CD > C
CD
ro o 3 o J- co
00 ¦"3-00
co xr tu co cj *~
ro ¦ 2
CU XT
>
C CL O -
CJ z>
II
ro CO 0- ,x-
LO ¦xT 00
I
00 CO CO
JO CO 3 "D '> _ TJ
CO .E *- ~-
£ Tg ro e
— ca
O 3
¦a "a 2. °
•e is
° g
X)
c
CO
0)
c 5
(V .52 t
ro &
co c;
^
o § §
OJ
cz
CO
-5 TJ
c
CO
iii" c
'l-QJ
sz 4—• ca O
CL O JZ
to CQ
jo co
3 TJ "> TJ
tZ
TJ OJ
E ca cz rz|1010|CO TJ
c
CO
c o
*¦?—•
CO
•«—'
c ro
CL
ro rz
E ro
° E
O g
oB CD
to oj
CO Q
XJ
it: s
OJ
£|
OJ OJ
z<
O 'tZ
y g
<¦ CD
3 ^
co t
1-c?
CO
CQ io
¦E-g | ro
LU coco" fJ ro m
CT LL CJ
i° b"
J-T "S C c
_eo ro|1010|*o ">
TJ C
TJ OJ
E ca cz tz|1010| jjj •
CO TJ
TJ O
cz t:
I°-5 ro
= CO
O to "C
oj ro
§c§: l^Lo -
o
CO CN
c-
ro
N CO
x:
CQ
SP
QJ
¦3
CO CO
3 CO CO
n o W tj
JO
ro 3
TJ "> TJ C
TJ OJ
E ro c tz|1010|T—
CO
TJ rz ro tz q
ro rz _ro Q_
3 ro tu
TJ
3 t_
t-
rz o
3
o >. ro ca tz o
JO
ro 3
TJ ">
TJ tz
TJ E ro tz tz
3 ¦vt
CN
TJ tZ
ro
TJ
rz ro
TJ
tz ro
ro 'tz ro Q
SZ
'iZ CO Q.
CD
>TzS
(0
(0
XL
tn ro O cj
CO
'> OJ JZ
O
tz
o -
CO CD
TJ QJ
E ro tz tz 3
QJ-tz
= co 5 CJ
cc
•S >.
OJ CO CD CO
XJ" X ¦ OJ "M
co >¦ 3 *i
ro co
ro O
co OJ co
_ _ CO
>> ro x; O x: I-
ro co
o
j_- a
3 ro
CD co io"
£ 55 rz co O tz
CO
m, 9-
ro
ro <£.
OJ XJ
ro
cu
jo ro
3 !s C3
TJ CD
> X hj-
t5 --.<2 c -c 3
— CD o
c?| -!
5 ^ cl o io o
«-EM
o c
ro
co
io" - -OJ -V co o O •£
OJ 3
E ro co
CQ CZ
x: o
ro
¦
JZ
S Lu
to
ro 0.
0)
x:
o t—|1010|o
<*~ (0
JO
ro 3
TJ "> TJ tZ
TJ OJ
E ro cz cz|1010|CN t—
TJ C
ca cz o
rz ro
XL CJ
CO OJ CO O
2 g ci
13 g ro o o
11
ro ^
?:i
ro Q
ro q. iTl ro
LU to
o
jo ~>
ro ro
-5 73 2 cz
> o
TJ 3
c —1 co ro
c 'CZ O «^
£ ro
C -TO.
ro <
-g QJ"
ro o
QJ co
a.
ca >-
CQ CD
c £
ro ,V? cd lu
-> QJ
"S ro roS
CQ CO
CO OJ OJ
ro
D,
o o CD
cu
. 6 ; >.
CO
Z_' " cu ¦» g « ch" CJ
o
CD
U k.|1010|O
CO
5 2f
c ZZ> cu
CO o 3 O (_ CO
tt CO
CD ""1"
+i oo
ro
Q ci
jo co
ZJ
¦g >
XJ
c
TJ — QJ
2 E
co
B I cS°
XJ "g
S. o
co
|l
S CL
cz o tz
L- CQ
OJ . C oj
> OJ
> .CO O CQ
o o
CO CO
CJ
CD
CJ
JZ* co
to
°- x,
CU CN
Ji co
3 CO
1- T"
§2
£ co
00 CO CO
CO CO
¦cr
CO CO
tn CD 3
cr
CJ CO
co
N
Lu
CD
'cz
CO D
io co
E o
tn co
3 XJ
OJ CZ
>
o
> TJ
tn co
QJ
x:
TJ CZ
co
TJ CZ CO
ZJ TJ "> XJ
tz
TJ CD
E
CO
rz c
ZJ
TJ CZ
to
i
c o O
QJ CZ
rz
.52 oj O
O TO ^
QJ Q. -
3 CO §
o sz E
CQ O 00
CJ
co
CU
•| CD
^ CO 3 CO J— t-
"Cf
CO 00
tn co|1010|tj >
XJ
rz
TJ OJ
E co cz c
CD|1010|QJ
E
tn
JD
\— co sz
O
cu CJ
o sz
° 5
CO "3"
cu CO
t CM
,cu CO
J—|910|co"<
CM "O
p O
o "
—- m
co
CO LL
CO cu
cn
S o
*- z
S ^
00 o
in o
oo CO
"~~ cu
E|910|Em I
CO .!2 CU CO £0-as ro c
cu ro
W S
O QJ
O u_ .c «
CO (D
¦S5
D-
cu t-
CL IZ
. o
MZ O
tz CO LU CO
€ a IS
CO CO I .—
00
LO
00
I
CZ . .
cz sz
> QJ.
xz tn
co o
ro ->
CO c
co o
> J
UJ -a
id ^
ro rz
oj
X CO
co oo
y. <-
CO Q)
E o
c 0_
. . CO
¦Brio "if
S = -g
0- co g
-co or
E io CO
ro 4B W
>i CT
r f m
E CD iz
¦5 X ro
z - E?
¦.- «o ro
ro ro<
x; ~> co
lo
CO « if
£ Ol-1
CL CZ • -
CD O|910|OJ u
c ro
CO "CZ s=
re =S <
3 3.-XJ CO CO
> co|910|¦a io «J
-- ro . _
oj E L?
cz
co to ro § ro<
CO ^ >^
9|rz ro
o xz
ro = 2
tz
„ o
= L- CO
o £• cz
« E co
ro cd X
¦£ X • -^
tj if rz
c § E ro
ro o
.52 co . -|109|X E
-j xj
— ro co
'EEc
h cz co
lu co ro
rz qj ro|109|tZ =
-j ro 'cz
. - J t
ro . - co
ro co ro cl-> _i
co CD O
ro tz =
SZ CD CO
I— (— CO
t-CQ
co '|109|i--
¦o £ £
iz y— t±
x: ro CQ
.y ro co
0. ~> ro
•52
= ro £
CD >^ CD OJ "to S
f l§
sz' S|910|C|99|CO
CO I- T"
0- ^"cb
CU CN
r S o
b? o z
CO
00
aj
CO ¦ -
o E ro —
CO
• - Q.
ro ro
CD CQ
M ro
lM 8%
s ro JS o
O .-
. - QJ QJ CZ
to iS
QJ
ro :
OJ i
a>|910|CL . .
CO CD CQ =
E °-ro o
CD QJ
~> sz xj ro
¦52 g ro g
IcS
tj b — c
OJ QJ
E CQ
§ ro
ro rz
X ro
If g ro ro -5
ro 3>£ ¦g -B S-
Qj N CD f-3 —
-s CO Qj CO . ^
O ro ^
C L-
aj rz E cz < co
o aj
— '
O co
iz Q)
CD >
x:
*- (0
TJ . .
CZ xz
C0 CL
xj ro
x tn
ro o
°!j
CD CO E
tz . - ro tz ">.-j
co
ro ro = ro
TJ
^ ro g ¦ - cz ro 2 ¦= cr
o CO . .
xj rz o
E >< ro tr
"E" ro
"ro CD
c ro ^ o qj .y X O Q
xz l- ro ¦ - tc c ro ro cz o «> ro ^ ^ X iz"
p tz co
O tZ N
° ro ?
*j . , • -¦+-* Tj «-w
ro
CO"
ro co
m .ro sz
'tz "5 E
S ro <2 l^co
QJ CJ LZ
X E co
. J2 oj
^ ca
CO
Q. 'E ST
.55 ^
s o >,
> = CD
m 5|910|JD —J CD
S < s
o _
"to" o .E
QJ —>
-i ro
•-5 CQ 5
tj" io" l-
ro g ro
rz E tz
o o tz
5Zt
o
o "c "F. E
a?g
CO c C0 3
J* CD ^ > tz" «=
ro >; ro Q-
He
§ E
IS
J- ro
o o ro ro
tr tr
if
x: g ro —
Ix
CM CO
CD OJ
ro 0.
CO
o
- CO
a c ca 1 >.
i CD ?Cm"
» 5 o o
r SO u co M
CO
cu
CO cu
o
2 .v o o co
5 o
o o ca
i
o
o co
CO CO
CO CO
iu" a>
c o O
c o
CJ
£_ 5
3 S O .2
CO h 5°
LO
xf
IO CO
. o CL 2$ xr
X
o , o
CO ¦
of 5
CO"
tn co
C CM
CO 00
s- o
CO co CO
~ CM —' rc-i
is S i2 2
o co 00
T— I
00
CO 00
£ 8
00 CO
00
CL
CO
00
cm xr
^ co
D C t- '
CO xf 00
I
xf CO CO
0-cu
r--co 00
£ r-" CO CO
co co
|§
io CJ
°- r~" co
CU O
-g xf CO
Si o o
n S S
& xr xr
CO 00 CO
OJ
x*
00
CD .3d
£ ro .-I ro5
co Q. CD
CO . . j=!
CQ CD CD
. - CZ cz
CO -CZ CO
¦505 ro co 2 cd"
¦cf ro cj
'l— -CZ L—
D_o.ro
CO CD LU
LU to . .
O CD
CD ~> ti
.£ .9> 1= o
c « ct.
< s -
Qjg g
"§ §
"i £ LU
ro co • -
OOi.
• ro" S
¦s I ro
ro cu co
TJ cz ¦.-
> ro ro
S ro|910|tj —3 ro
oj -2 aj
£ ¦£ LL.
'S tz £ Qj co 42 -c ro 5
QJ
cz tz
o tz
rz to
rz to
ro zj
TJ
c ro
TJ
c
"* & CD-
ro co co
TJ
c
CO QJ
"Qj QJ
-0 E
1—
ro ro X O
JZ
o
TJ QJ
E ro tz c|1010|aj ro
TJ
cz
CO
cz" ro
CD
—3
tj" «2
^ ro
ro ZJ
TJ .£ LU TJ
.§"1
« E
s g
~> E io" =>
JD CO ^•g
CO o 2 "Jo
•o rz
CD C
.ro
ro £ > i5 LU a.
CO
S CD • ^ JZ QJ O cz ZJ
.k— r---.
i W Dl
QJ
CZ CO
rz QJ
¦2 ro
CZ N CO
qj =5 jz:
1COO
CD
cz 'co o
I—
CL LU
c"
JZ
o
QJ
"ro
QJ
Sf cz LU
>i _QJ
co QJ
jo
ro 3
TJ
> CD
II g>.g 1°.
o c £'S
QJ S
"g ro a
TJ =
ro q.
QJ
c c
<
TJ
tz ro
cr ro c -J
QJ X 9
- -tZ QJ
El
.cz QJ
« ro ojS
ro
CJ
CJ CD
< g
CD E
cz
ro ro
i<
. . CD
CO 0)
ro CJ
CQ
B 55 ro
O > Z <
cz ro
ro .
>QJ
ro oi ro tj
?!
LU
. . CO
S> ro co ^
N S > TJ C
. ro
co ""J
£ ro ro £ co<
.kf qj"|1010|51 L.-LU
E g jz co ro
xf 5 ro ro" 'tz
ro Id S 3 OJ
XJ QJ 3 CZ _l QJ
. . QJ
3 QJ TJ CO
O O CZ
ro
cj ro
ro5. z ro cz = c ro o
TJ CL
_ o 3
tz _
TJ
tz
ro oj q_ q_
OJ 11
cz
o £
= CD £ Qj QJ ^
XJ TJ O CZ
a jg . _ *
QJ TJ
cz rz
1*
ro
CT TJ CO LU
c?->; e
xj ro
XJ =
ro 5
CO CZ
« co
TJ
c ro
TJ
tr ro
to ro|109|c
-j o
ro' ro
o £
co J5
O Q.
TJ
rz CO
?!
ro ro qj S co jy
to iS o jz
CJ
'ro ro > £ LU ro
cd2
CO
cz QJ
CL QJ
¦tz
>.
CD co
¦
QJ CO
ro
TJ
cz "qj
ro
¦S E CD ro
_ w
Ir
CZ
X
o
o E
CO
co '3 o
E ro
TJ|1010|CD
M—
TJ O O
ro 3 -q
">
TJ CZ
OJ
CZ|1010|tz o £
TJ LU
JO
> CQ TJ . -
£ ^ oj 'ro
CZ CQ
ll
o -j
CO 3 TJ > TJ CZ
OJ C
o
CD
xz
U—1
TJ CZ
ro
cz o
QJ
x: ^
^ <
Sg
co
¦2 ro
ro Q-
c *
ro .9
000 *£L QJ XZ 4—>
TJ O
tr o
ro o
rz O
¦¦2 if
cz ro
ro o
a.
QJ CO O|1010|JZ CO
I S 1§
QJ XL O 3 f-
CD CL
c x: o
CD QJ CO
CO
y
10 JZ
O ro ro = £?§ o ro
-Ij CQ .91
c CQ -tz
O QJ
£ LU
!E co" i- ro
... 0
ro 2 ro ll co bj-
m co
ro o ]J ct
"cd 2
CQ >
ir- co
ro
CL
co ro
•tr XJ
^ co
CD . -
-a
cz
if CO U X
oj o £
CO C0
S Cct 2
JZ CL
CD .0> CD-CD CQ XJ ^ . . QJ .t. >> o
^ ro i?
CO Q
CD
ro o
o
Q) CD OJ XJ QJ
ro "2 Q<
•gis
ro 3 roT?
Q. jj?
if ro ti c QJ C _l 3
o
O CO
CD 0} *->
ro Q
;z ,_- 0
co to to " 00 sT
oo tz
< CO o
^ co X|109|<
CD x.
CU g
CO DJ
i? OJ
S CO
o S O 9
. . CO CM CO
xr co co
O CO
jz o
.2 ->
CL CM
C co
CM
t- Q.
S 9
=5 55}
00
CO
00
o
cu
¦% CM
-J CO
OJ o
« s|109|CO
I- T-
CT> LO
OO
o
CD
CO CO
CO
LO
oo
to' co
CO
» o i
— CO to
¦2 cu cu
CO CJ» .> .
z tr -J cm
- O CU o
12 z> c ^
._> I_ ^
° oo' CO'
ro o>' 3 co
Q_ CM I- T-
cu
C CO 9
cu *- xr x
« xr o
° v- CO O
5 xr x- co
xf
00
xf
00
CO CU
CO t-CO CO
C 1 CD
o
>.
CD
co co cu *"
I coif -
-1 CO cu o
£5 S
3 CO
CO OO "c— i
tj>
CO
oo
to
CM CO
i- CM
S °-
CO co'
"~ CM
CO CM
x s
O CM
O O
CO co
l~- "
.2 "
0- x? to CO
£ JC U
S on
CO O CO Z CO r-
OJ CO 00
CO CO
e
OJ
4-*
TO
o o
T3 OJ D) (0 D)
t. O
OJ
c O
SZ CO "E (0 Q.
c o
CO
ro
E ro
CO
xf ro
cz o rz cz ro
OJ
tz cz
OJ CQ
cu
OJ CL
o
CO
cz >» X
'tz
XZ
o
£> rz OJ X
io" JJJ
ro
XZ
O
_to ro
3 TJ ¦> TJ
rz
TJ OJ
E ro cz
CZ ZJ
r-
OJ
TJ tz ro rz o
ro
CL
ro
ZJ XZ UJ
o
CO OJ
E ro
OJ
to
tt |"
c xz
ro cl
to oj
ZJ to
CO o
g
oj ro
o jz
_i ro
iz >>
« 15 § co
XZ
o
j= OJ
. _ ro = f-CQ a,
S §
CQ XJ fi«
ro io"
jo ro ro
-3 "°
TJ CD
TJ •
.E E
;> tt
.- OJ
.ro x
§ \x M
O . . LU = OJ
c c oj (a ro
oj
OJ
i— o
OJ
CD
oj" rz t_
ZJ XJ TJ
ro xz CO
SZ CO
XZ
E ro co
E o 1-5 c?'ro
ca a
CS
a)
(0
d)
CO . -
x: O
TJ CZ
ro
tz" ro E o o
CO
iz" o
Jl! E cu" ro- o ig-.E
N
co to
OJ Q-tz 2 ro o
qj 2
u c E ro i_-ro 5 ro
> cr
ro -i^
OJ CZ
x:
CO
ro
J-f "» cj Jk" ro o
TJ
ro
OJ
to E
< Q « 'i a
. _ i r-
s cfi
oj E c
CD JZ
ro
Q- S -2 >;Lu ro
cz ro to ro ro
CL -•—r
ro *t_ _. ro X
jo ro|1010|¦g ">
TJ
c
OJ
cz
5 o
cz -S ^ oj "> oj"
XZ CO O)
OJ
tz
TJ ZJ
o tz
jo" ro
¦g >
TJ tZ
O Q b . - • - aj
O OJ CJ 10 X ••
ro
CD
£ s
X = x ro
to 2 ¦ ro
TJ
ro cl Q ¦ - CO ro to
0 c: to ro
gx
| b;0 -
TJ C
ro rz g
rz ro o.
E io" CO o
t= I #
E ro ro c ro co -j o x: .. to
E ±r?= TJ
xj ro ro ro < (0 Z 5
c co
TJ O
ro
. ro x cj gg
"H TJ
O rz > ro
SZ CO 'j— (0 CL
0) O
x: o o
XW
IE
o <*-•
03
z
cz
ro-
(D
¦tz:
CD XJ
O tt
jD "to
Q. CO
CQ tz ro
CD
CO jrz
83 »
^ Qj
a- >,
^Q
Q_ Q) c ro
QJ
TJ QJ CZ XZ CO TJ JZ
tz to ro rz tz
o ro
Q .
• - >»
to o
ro|910|E —'
o .1--
x: qj
T," TJ to
CD
ts
ro
at_
i
ro x
Ct
.6
3 ^
CO
¦S c
O CO CQ tz . - QJ E N ro tz co ro
o
CD CD — **— 'S; T-
=5 fc -1-
ro O
ro
co
.52 E
ro
iz o to cz sz o
•g ">
TJ C
OJ
tz|1010|QJ
co
JU « c |Tl
m tj" 2 tB xz
> t? " ? ii
O CD _CZ
S cf ¦<= o -o
CD
¦ *-t
cr 9> CD "tz E eg LU X
io" iz" QJ QJ
t: xj ro 3 xz QJ O tt
c E c ro ro ro i ai ro -c qj Jg
tj .£
C7 ™ QJ
ro ° =Q
S ro<
• - n TJ
gjLu|910|ro s
O o x
QJ O
o ca
xf
co
CD OJ
ro
PL
CO
d
z o
X 10 8 *
CO CM
cu co
If
S CQ
If
co 0-
S 8
S: O
O o
3 O CO
(A CU
_ cr*
CQ CO
. CO
SZ 00
CO x-
co o
0. CO .a CO
CJ o CO o Z CO
00 CO 00
Csj CO
o
CM CD
y o>* S
03 CD O xr CO xr
CO Q. »
co'
in
"oj
a<§ o
CO -cn o cn
x TZ "*
CO
O CD
CM
CO
0- co co
CO co
CO CO o
-* CO O CO
CO
o X}-
00 I
co
CO
o o co
xf
CO 00
c cu
£ -*
_0 o
3 s
r- CO
00
oo
o o co
.b xr 5 d
cz *-*
ro co CO co
» 2
o z
¦is
3 S
cu
o
=> 00
t— V
CO
00 xf 00
m
CO
O)
xf
00
c
CO CO
o
CJ
co o iS
=> S 3 I- 03 t-
to
CO 00
co o c ro
LL. JD|1010|jo O
CD-*—'
CO V-j CL CO CQ tZ CO OJ
TJ CZ
<
jo
CO 3 TJ >
TJ C
— DJ
a § ==1
O CD
O £ TS -g ?J ro
fs o
f s
£ J
¦S CL
15 I
> XJ|109|cj
O cc
- CD E "CD CO to
CD"
o x:
:£ X
cl.E o -~
Jg s
r- OJ »°_|109|g
cz -cz
co QJ
ro •£
cz ro
o o
CQ . - CO
°|910|E QJ ir
CQ O
I-" Qj"
£ =
tn tz oj ro
-1.1
CJ o> CD< . 'co g"g 2 S .g
CD
c
CD X
Of g
ro q5
.531
CD
CO QJ
i E < ro . co >< .
XJ CO
co E . ro
co s
xf qj"
&g co E,
-^X
ro =-
g ro
tn .
QJ
oj .9>
O Q
cz
qj ro
° ro
Ct- cq
¥ E ra ro
ii: co
ro E
« co CO U)
¦ - 2
a o
CO . --3 CD
.e
CD S? o
CD
CO
Qj O
cz o tn Q.
5 §|109|*°
X tf
ro
to c
§ ^ -a O
'¦> ro tj ±l .E CL
S? "E
ro
x: o o
- CD
CD xr
TJ CZ
ro
TJ
c
CO
iS Ct.
CO
tz
I
a) CO
to" c ro E <
CO
QJ
1 £
ro J5
O Qj"
QJ JD CO <
cf S
o o
x ro ¦iS x:
L?"g
io" 03
cd *5
^" QJ
i
i_
c
OJ X
'5 S
CD ^
ro ro"
X N
X ro
cj —1
CL 3 gjii
TJ OJ
E ro cz cz|1010|i
CD X-
o .2 ro q. CD ro . - CQ XJ r-
g §
cc CD
CO
i^-
LL CO
C "
ro
o
>,
QJ JX
o ro Q
cz cz
<
ro x: t_ ro
2 x
« g
ro §> x: 3
TJ LU C . .
CD C
ro § X •-. - oj OJ .o
o E "5 ?
LL -S?.|109|°
x: cf
o ro
t_ >
TJ 2 tz SZ CO CJ
QJ
IN TJ 3 C
co ro
E
CO ¦ -
x: o
ro <^
iu E % Jg ro co
XJ = <
CQ tj
is i
to^
°. ^
xj ro o -J
CQ t-
ro -g
CO O O ^
—<
C CD
1^ CO c
. . QJ JO oj
§CD
tz > sz
I?.
OJ 'cj
o t
^ ro
a> ca
x: . _
ii
ro CO
2 'S £ ro jo CL
I
CO
I
CO CO
cz
t: ro
CO
ro
XJ
o o ro
& o a
co ro
o ro ro
JO
~ >,
£ co
Cl qj
. . CQ
jo
§|910|TJ LU
> ^
TJ >.
.E -c
oj J5
J|910|^ (0
tiro
TJ CZ
ro cd"|109|>
c to
ro q
I
o c Jc c
to
'iZ
CO
CQ
a.
CO
c
0)
JO
ro 3
TJ
>
TJ CZ
TJ QJ
E ro tz tz 3
CM
TJ CZ
ro
JO CO 3 TJ '>
TJ C
TJ CD
ca >>
XL O
E ro tz cz
3 CO TJ
c ro c 0
c o
ro
^ c: E ro ro t
a. ci 3
TJ
tz ca
TJ
g
< QJ X
>. CT- TJ" CZ w
oi.E o
= E ro o o 2
ca 0 ca
jo ro 3
TJ >
TJ tz
TJ QJ
E ro tz cz|1010|
CO QJ
O tf
co O
LO CO
CD OJ
ro
CL
CO CD
b
CU
OJ ¦% co
O 8 S
tz cu o
OSS 00 ? ?
o CJ
2?
CO ^_
ai cn
CO
| |
CU 00
c
JS o
.""J °
I— CO
o o CO
C
CO 0)
<§!
CO
C C CU
X CJ
CO o
co 5:
CO CM
.y co 5 £
^- cu
~T N 'co — cu "
I!
cu o
CO
~ ~ z
CO CL CO
cu E
o o
CD
o z
cu
O 2
3 3
-*1 CO
CD ¦n" CO
CO I
o
O cu
> J-' CD
c: -r- o|109|S S
CU O ~
c- ^
CO
CU
ll
CU t-
¦2 ?
Xf
co
CO
Tt
CO 00
CO
00
oo
CO 00
CO CO
O CO 00
CO
oo
O CO
CO fz.— o
CO co
EW.
ca m
= E
> ca
co .!=
co
-> >,
ca
g-S
¦6 *
cn '3 O
3 CO
o E
TJ SZ
o E
CD ft
jo co
3 TJ >
TJ SZ
CO tZ|1010|cz CO TJ jo" < ca
3 CD TJ 3
:> t?
co co — E 8.
CO" TJ CD ~>
1°
TJ 3
C O T]
•- co 2
TJ CZ
co
CO CZ
o
00
'¦s 3 ro ca
cz jo
- 1< co ro „
roio
CO
3 CD
TJ CZ
ro o 'rz O sz <
to
JZ|10 10|£ co O CO
CD
to o o ro co
2 .E o 0
. p E to tD
o to 3 ro
Q O ll Q.
a co CD JZ
il
ro o
im-
> TJ TJ CZ
cz p CD "5
|1010|CO CD co
CO 3 O ft
sz xz o
CD CJ)
o
CD
CO gj
CO
id"
-*—'
CO
'-4-»
Cl CO CQ
JO CO 3
•g ">
TJ
JZ
OJ
cz o
CD x: -*—'
TJ
rz CO
cz g
ro rz ro
CL
2 ro
CL TJ
rz ro
tz
CD
JZ<
ro" o x
E °-
¦21
cz" P, ro
xj S 3 . -ro E cr J
CO ¦*->
c a)
Ie 1 "
—3 XJ - <
CD • -
S|
ro 3-. co
tj" vz
c- ->»
ro b E ro aj ->
CD iz"
l- °-aj
tr to
CD o
Q "2
iz" cd Cl TJ CD CZ CO CD O — —3 CO . - x: « O
—1 o
CZ —i
ro CD xz
-5 CL
¦ - CD O CO
83
° io" iz" ro 8 ro
£S cd" oj
f I
o LJ
lo' u_ xj
t"X x: sz
3.0
cd ro
°- & b" '— xj x: E D-oj •-Q E o
OJ XJ
oj CD O LU X
JZ
o
i
CD
x:
TJ C
ro aj o aj
|10 10|ro io l'8 -51
i_-LL O j_-
oj jg S I
g 'sz o sz
<
jo" '3 o _J
sz ro
CD
—>
E o
¦g1" > u ro
i_- OQ
jo
0) co*
c?l O -g
sz
CD CD
x: xj
-I|10 9|Ct
ca
>^ CD|109|^>
iz" 0
t CL CO D.
cos
^ !> ro ^ x: g
2 o,
XJ sz
"1
co O
15
>, to" tj co c •5 co
o c _J o
rz tz CD CO X CL
CD
M L-
!= CD
ro &
If
TJ
rz to
CD|109|
L
CD CL
ro" oj
«j .E
o o
o -s
ro E
—1 <
sz o tf>
CO 3 . .
oj rz
CD CD - tt
m 7 *U
CD CD oj x:
JO
a
aS jg O
ro bj" oj = c? E
i3-g
CO
JD S_"2
in
CD
L
o
LL O
LU
JD
c rz
S ro
• •> I—
.E|910|ro .
Z g
. - c
rz ro
o CD
N -b" CO cz CQ o
LU
if cj o •E 5
jo" b"
ro oj
rz
tj o
> o
TJ 4-T
cz o
~ aj" tj
o ro
co xz
TJ O
0- £
CD" O ro
C . -
co rz
cz ro
.0 m
ro|9 10|sz w
JO to
0. Irz
TJ .t:
tz tz ro oj § ro .E ro
ro|° ci- < ^
ro" oj" to ro co E O) co o o ro o o a = o ro E ro co _j < CO _J
TJ
sz ro
e ^>
g OJ 0. Z
cr- S"
ro to .
Z> O
is"
o ro
CO N "? QJ
ro^i^ ^ 3 ||
2 ro ro ca
^ ro £^ IN
ro ^ .E iz
N CO
2 co
LL CO CD tD CD" >>
o cL-
I? xz
CD O
to
JZ TJ
c ro c '-tz: ro
CD
E <
TJ
IE o
I—
to
JZ
•2 .E ro on
JO
ro 3
TJ
;>
TJ
sz
TJ CD
E ro tz tz|1010|TJ IZ CO
ro to
E ro
CD
to
cz o|10 9|=>,
O c
tz ro
to tz
ro
co o
OJ to
> tD
ro i-
_J 0-
co
CO
CD
o> ro Q.
<°|910910|Z C
x 9.|109|"G
-§5
o o CD
o o co
o o co
c .
CO >-
s s
cu >
N C
CJ
£1
CO
m
o o co
CJ
TJ
rz o
E
to O ro cd
CD
E o
I- „ ro ¦get
? *
CD
ro "tz "a S ro
§c52
CD io" ro
CD OJ TZ
rz ro x: to o
-> -b" m ro
Ct E .1 .-roc E = o '¦tz: > 3 ro > o
S fc-° ro ro -5
c— CJ cj.
co ~= ro
E o cni2
|i
£ 8-g 8
«5 3 CO
-2 > O iz" if "7.
-»o fc-
ra
ro co o
'"" '3 E ' i-i '—
CO
CO CD
ro tz 2- ro cT tiro -o
to" ro co ro oj
"its
H 8
-i < -i
•ci-CO 00
_co ro
3 "O
¦> TJ C
T3 CD
E ro cz tz|1010|
CZ
ra
3 ro ro o = cj
O
=> iN
CU r-
xt CO 00
_to co
3 >
rz ¦o
CD
E ro c c|1010|
to ro i— ro _cz O
ro
CU
— w 4) O
II
3 OT
O
xr
00
3 T3
> TD
C
TJ CD
E ro tz c|1010|o
CM
w
'jZZ CO CL
rs
x)->
IE o
03 3
o
C 3 CU
jp o 3 O h- CD
00 xf 00
JO
ro|1010|¦g >
TD
rz
TO CD
E ro c c|1010|r~
x— TJ
rz ro c g
ro c ro
CL
CO 'SZ rs
a.
(A CO
c E
0> 3
oi
Jttj
CL
oo
xf CO
jo ro
JO
ro
3 TD '> TJ
tZ
TJ Q)
E
CO
c
CZ 3
3 TJ '>
TJ C
TJ CD
E ro c c|1010|CD OJ
TJ C CO
TJ tZ CO
c
q
V-< CO
•»-»
c ro
CL
c g
^—i
rz ro
CL v_ CO DJ 3
co
CQ
if
&
CQ
cu > c 3
cu 5
ro o 3 o
r- CO
00
xf
00 00
T— Xf
CO
CJ T-
jo ro|1010|¦g ¦>
TJ
c
TJ CD
E
CO
tz rz
3 00
TJ CZ
ro
TJ
c co
.CO
CO CQ
t
CO QQ
CO
•B co
.E o
E|910|cu o
LO LO CO
c
CO
cd £
C CO
ro
to >L|109|o
CO C
ro E Z
CO 3
ro ct
O TJ -5 CZ
cz o ro E
CQ TJ lz LU ro
o g
CD -J ¦tic
Q
o ro co O
jo ro
CO ^ rz 3 CO 5= TJ 3 F
co
CD
E co
1" w
TJ tD .E C
_ c
OJ CD
II
O CD
cd 32
i= -E, ro
§5 c^
ro ro a
CD TJ
c to
X CD
CD tZ
tz o
CO
co
CD OJ CO 0-
-1"
o
CO cu
ro co
b
OJ
'cn CU
- F f-
O ZD °
£_ —' co
_ CD O
o SS
to H ?
v>
.- CD —' tr
00 CU 3
.- CD —
CO 00
t- t- r- t-
xf co oo
o o m
Si|1010|c
jc x:
c co
ro "C
CO ro
co
c !f
CD CU
y c
LJ §
•I co to
CD O
¦is
OJ
in
oo
oo
LO
oo
CO
g co g co co co
co"
Q-
co" . ^ o
o CO
£ "J CO o
CD 3> D> CO Cd CO
cn x-S xf
ID
o o co cu
"3 c t= ro
5 oo ,
m = t o cn
"" b 5 S
c . n N O
0> O) 5- O O
O
>. 3>
t± CO co CO
¦S S 2 a 03
~ 0_ co _-
is
_5 S
—' in
-!S CO 3 CO J- «-
"? ci S xf
cn co co
6 o
oo
xf
00
xj-ci
o co
xz o
00 CO 00
m
CD
CO
_ CO CO CU CD O
00
¦— .E co
O
CO ^ s
0-
"c|910|"3 CO
CD O
« CO
xf ¦ o
CO O
I- CO
uo
xf
oo
re
CO XJ
¦>
XJ
rz
OJ
iS o o
T3 OJ
rani xj
O) g
k. 3
OJ CO
t il is
tn co
3 XJ
>
XJ
tz
XJ OJ
E
CO
cz tz|1010|to o
CZ
to
CD
X cd"
XJ
I—
co
N
OJ XJ
tn co|1010|¦g >
XJ
c
XJ OJ
E
CO cz cz
Q 'o ro
cz
OJ
cz ro 3|1010|
CO
ro tz
CO OJ LU|10 10|3"|1010|D
oj '
X OJ
CO
3 -g
g-x: Q O
io" £ ro ro -F
CO CQ
E a.
co p
— a.
§ aj ro
. _ "E ^
c oj§
C CO
O Q
ro . _
—i x
¦- o
xj o
tr
cz sz o|109|CO
C ro
co xz
co o
to .•£>
0) LL
s= .£ _i -j u_ co
iz O
o . -
o tz
O o jo
'cu oj
xz —> to . -
•i. Z
« S
OJ " X ^
« aj"
O C0
O iZ
±S i—
O —J Q)
trr-°-
tz •-
cd aj
X co
j_- co
o . .
~J >,
si 15
CO CD X CL
CD co
o ro oj Q
CD cz x: >- o
3 ->
7. ro = ^
ro 3
O. CQ
§1
O o
j«: . -o oj
Q co
LT D CD . -XJ C
ro c x ? ro J2
< co
co
CO OJ
O
XJ-o
CQ
"55 co
CO
E tn
E o
CD C
OJ g
. - o
CD to
SZ CO O
o x a:
~" o •_-
¦ - . . O)
•I ro I
CQ "g
.. co co co rt
B'^ ^
-. bj" E » c m
to "x: ¦ -mac aj ro x:
O 83
» ?- c ro >. cU
ro co
J XZ . -: - CO CD
= < .E
CO CD CJ CO CO l.
. O CO
aj tt O
o co" c co = ro
S cz
* t g
x: ro|109|5 it
CO ... -
CO jo a
as" ro aj
'S - "S
ro 3 co|109|m N
CD C
CO XJ
cz
CO
O
CJ 3
CD x; o
CO
tt
>".
OJ OJ CD CL
cf ro
ill
cd"
CO
'3 o
CD cz c
CO CO 3
CO ^
iS CD CD CZ •CZ XJ
CO CO
x co-
tD Ji:
-J CD
:p. s
CO
X
c o
CD X XJ OJ CO c
¦M £ lu !fi
-z2 ro S oj
o g ro 8 CD cd XJ C OJ
i"
CO o . . tz
CD to
to 2 o
tt >,
. - Cl i-o.ro
g « 8
O CD
iZ cD"m
. . O DJ CD ~J cz
XJ - - o
OJ xz I
I'1
0- CO |