OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL MAYOR
November 1, 2016
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request ofthe Commissioner of Planning and Development, I transmit herewith ordinances authorizing the sale of city-owned property.
Your favorable consideration of these ordinances will be appreciated.
Mayor
Very truly yours,
ORDINANCE
WHEREAS, the City of Chicago (the "City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and
WHEREAS, The Puerto Rican Cultural Center, an Illinois not-for-profit corporation (the "Developer") desires to purchase from the City, for One Dollar ($1.00), the parcel of real property commonly known as 1345 North Rockwell Street, Chicago, Illinois, which is improved with the approximately 14,000 sq. ft., vacant former Chicago Public School child-parent center known as Von Humboldt Child Parent Center (the "Building") and legally described on Exhibit A, attached hereto (the "Property"); and
WHEREAS, the appraised fair market value of the Property is One Million Five Hundred Thirty Thousand Dollars ($1,530,000); and
WHEREAS, the Developer proposes to undertake and complete a cosmetic renovation of the Building, and to operate a day care center on the Property; and
WHEREAS, as a condition to the City's conveying the Property to the Developer, the Developer must obtain a Phase I Environmental Site Assessment for the Property in accordance with ASTM E-1527-13 ("Phase I ESA"), which must include a reliance letter naming the City as an authorized user; and
WHEREAS, if the Phase I ESA identifies any recognized environmental conditions in connection with the Property, then the Developer must obtain a Phase II Environmental Site Assessment ("Phase II ESA"), which must include a reliance letter naming the City as an authorized user; and
WHEREAS, if the Phase II ESA identifies contamination above residential remediation objectives as determined by Title 35 of the Illinois Administrative Code Part 742, then the Developer must enroll the Property in the Illinois Environmental Protection Agency Site Remediation Program as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58 et seq., and the regulations promulgated thereunder, and, following the City's conveyance of the Property to the Developer, the Developer must obtain a comprehensive residential Final No Further Remediation Letter; and
WHEREAS, by Resolution No. 16-081-21, adopted by the Plan Commission ofthe City of Chicago (the "Plan Commission") on September 15,2016, the Plan Commission recommended the sale of the Property; and
WHEREAS, public notices advertising the proposed sale and requesting alternative proposals appeared in the Sun-Times on October 7, 14 and 21, 2016; and
WHEREAS, no alternative proposals have been received by the deadline set forth in the aforesaid public notices; now therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council.
SECTION 2. The sale ofthe Property to the Developer in the amount of One Dollar ($ 1.00) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit B and made a part hereof (the "Redevelopment Agreement"). The Commissioner of the City's Department of Planning and Development, or any successor department thereto ("Commissioner"), or a designee of the Commissioner, is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.
SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, a quitclaim deed conveying the Property to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement.
SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.
SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.
SECTION 6. This ordinance shall take effect immediately upon its passage and approval.
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY (Subject to Title Commitment and Final Survey)
[To come]
PINs: 16-01-218-003-0000 16-01-218-004-0000 16-01-218-005-0000 16-01-218-006-0000 16-01-218-007-0000 16-01-218-008-0000 16-01-218-009-0000
1345 North Rockwell Street, Chicago, Illinois 60622
EXHIBIT B
REDEVELOPMENT AGREEMENT (Attached)
This Document Prepared by and After Recording Return To:
City of Chicago Department of Law Real Estate Division 121 North LaSalle Street Room 600
Chicago, Illinois 60602 (312) 744-0200
AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND
(The Above Space For Recorder's Use Only)
This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND, as
may be amended from time to time ("Agreement"), is made on or as of the day of
, 20_ (the "Effective Date"), by and between the CITY OF
CHICAGO, an Illinois municipal corporation and home rule unit of government ("City"), acting by and through its Department of Planning and Development (together with any successor department thereto, the "Department"), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602, and THE PUERTO RICAN CULTURAL CENTER, an Illinois not-for-profit corporation ("Developer"), located at 2739 West Division Street, Chicago, Illinois 60622-2854.
RECITALS
WHEREAS, the Developer desires to purchase from the City, for One Dollar ($1.00), the property commonly known as 1345 North Rockwell Street, Chicago, Illinois, which is improved with the approximately 14,560 sq. ft., vacant former Chicago Public School child-parent center known as Von Humboldt Child Parent Center (the "Building") and legally described on Exhibit A, attached hereto (the "Property"), for the purpose of redeveloping the Property as herein provided; and
WHEREAS, the appraised fair market value of the Property is One Million Five Hundred Thirty Thousand Dollars ($1,530,000); and
WHEREAS, as a condition to the City's conveying the Property to the Developer, the Developer must obtain a Phase I Environmental Site Assessment for the Property in accordance
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with ASTM E-1527-13 ("Phase I ESA"), which must include a reliance letter naming the City as an authorized user; and
WHEREAS, if the Phase I ESA identifies any recognized environmental conditions in connection with the Property, then the Developer must obtain a Phase II Environmental Site Assessment ("Phase II ESA"), which must include a reliance letter naming the City as an authorized user; and
WHEREAS, if the Phase II ESA identifies contamination above residential remediation objectives as determined by Title 35 of the Illinois Administrative Code Part 742, then the Developer must enroll the Property in the Illinois Environmental Protection Agency (the "IEPA") Site Remediation Program as set forth in Title XVII of the Illinois Environmental Protection Act, 415 ILCS 5/58 et seq., and the regulations promulgated thereunder (the "SRP"), and, following the City's conveyance of the Property to the Developer, the Developer must obtain a comprehensive residential Final No Further Remediation Letter; and
WHEREAS, the City Council, pursuant to an ordinance adopted on , 20
(the "Ordinance Date"), and published at pages through in the Journal of
the Proceedings of the City Council of such date, authorized the sale of the Property to the Developer for One Dollar ($1.00), subject to the execution, delivery and recording of this Agreement, and in consideration of the Developer's fulfillment of its obligations under this Agreement, including the obligations (i) to undertake and complete a cosmetic renovation of the Building (the "Project"), and (ii) to operate a day care center on the Property, each as further described in Exhibit B attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. INCORPORATION OF RECITALS.
The recitals set forth above constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties.
SECTION 2. PURCHASE PRICE / EARNEST MONEY / PERFORMANCE DEPOSIT.
Purchase Price. Subject to the terms, covenants and conditions of this Agreement, the City agrees to sell the Property to the Developer, and the Developer agrees to purchase the Property from the City, for One Dollar ($1.00) (the "Purchase Price") to be paid by cashier's check or certified check, to be paid on the Closing Date (defined in Section 3).
Earnest Money. [Intentionally omitted.]
Performance Deposit. [Intentionally omitted.]
?
SECTION 3. CLOSING.
The closing of this Agreement and the closing of the transfer of the Property froin the City to the Developer (together, the "Closing", which occurs on the "Closing. Date") shall take place concurrently, and at the downtown offices of Greater Illinois Title Company, 120 North LaSalle Street, Chicago, Illinois 60602, or such other reputable title company as may be selected by the Developer (the "Title Company"). In no event shall the Closing occur (1) until and unless the conditions precedent set forth in Section 8 are all satisfied, unless the Department, in its sole discretion, waives one or more of such conditions; and (2) any later than ninety (90) days
following the Ordinance Date (i.e., , 20 ) (the "Outside Closing Date"), unless,
at the Developer's request, the Department, in its sole discretion, extends the Outside Closing Date. At the Closing, the City shall deliver to the Developer (a) the Deed (as defined below); (b) all necessary state, county and municipal real estate transfer declarations; and (c) possession of the Properly.
SECTION 4. CONVEYANCE OF TITLE.
Form of Deed. The City shall convey the Property to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed, to the following:
standard exceptions in an ALTA title insurance policy;
general real estate taxes and any special assessments or other taxes;
all easements, encroachments, covenants and restrictions of record and not shown of record;
such other title defects that may exist; and
any and all exceptions caused by the acts of the Developer or its agents.
Recording Costs. The Developer shall at its expense record, or cause the Title Company to record, the Deed, this Agreement, and any other documents incident to the conveyance of the Property to the Developer.
Escrow. If the Developer requires conveyance through escrow, the Developer shall pay all escrow fees.
SECTION 5. TITLE, SURVEY AND REAL ESTATE TAXES.
5.1 Title Commitment and Insurance. Not less than 30 days before the Closing Date, the Developer shall order a current title commitment for the Property issued by the Title Company. The Developer shall pay the cost of, and shall be responsible for, obtaining on the Closing Date, any title insurance, extended coverage and any endorsements it deems necessary. The City agrees to provide the Title Company with a completed ALTA owner's statement, and other transfer documents typically required by the Title Company and typically provided by the City (but expressly excluding, however, "gap" undertakings, title indemnities and similar liabilities) at or prior to the Closing. Promptly following the Closing, the Developer shall deliver to the City a copy of the owner's policy of title insurance that it obtains with respect to the Property.
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Survey. The Developer will be responsible for obtaining, at Developer's expense, any survey for the Property, as it deems necessary.
Real Estate Taxes. The City shall use reasonable efforts to obtain the waiver or release of any delinquent real estate taxes or tax liens on the Property prior to the Closing Date, to the extent such taxes or tax liens can be waived or released through the submission of an abatement letter to the Cook County Treasurer, a motion to vacate a tax sale, or a petition for exemption. If, after using such reasonable efforts, the City is unable to obtain the waiver or release of any such tax liens or is unable to cause the Title Company to insure over such tax liens, or if the Property is encumbered with any other exceptions that would adversely affect the use and insurability ofthe Property for the. development of the Project, the Developer shall have the option to do one ofthe following: (1) accept title to the Property subject to the exceptions, without reduction in the Purchase Price; or (2) terminate this Agreement by delivery of written notice to the City, in which event this Agreement shall be null and void, and except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions.
SECTION 6. BUILDING PERMITS AND OTHER GOVERNMENTAL APPROVALS.
The Developer shall apply for and obtain all necessary building permits and other approvals, including, without limitation, zoning approval (collectively, the "Governmental Approvals") necessary for the Project, prior to the Closing Date, unless the Department, in its sole discretion, agrees to waive such requirement.
SECTION 7. PROJECT BUDGET AND PROOF OF FINANCING.
The total budget for the Project is currently estimated to be Fifty-Two Thousand Three Hundred One and 00/100 Dollars ($52,301.00) (the "Preliminary Project Budget"). Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to the Department for approval: (1) a final budget for the Project which is materially consistent with the Preliminary Project Budget (the "Final Project Budget"); and (2) evidence of availability of one -hundred percent (100%) of funds necessary to complete the Project, as shall be acceptable to the Department, in its sole discretion (the "Proof of Financing").
SECTION 8. CONDITIONS TO THE CITY'S OBLIGATION TO CLOSE.
The obligations of the City under this Agreement are contingent upon each of the following being satisfied at least seven (7) days prior to the Closing Date, or by such other date as may be specified, unless waived or extended in writing by the Commissioner of the Department (the "Commissioner"):
Final Governmental Approvals. Developer shall have delivered to the City evidence of its receipt of all Governmental Approvals necessary to construct the Project.
Budget and Proof of Financing. The City shall have approved the Developer's Final Project Budget and Proof of Financing as described in Section 7.
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Simultaneous Loan Closing. On the date of the Closing, the Developer shall simultaneously close the financing necessary for the acquisition and construction of the Project, and be in a position to immediately commence construction of the Project.
Insurance. The Developer shall provide evidence of insurance reasonably acceptable to the City. The City shall be named as an additional insured on any liability insurance policies ($1M per occurrence and $2M aggregate) and as a loss payee (subject to the rights of any permitted mortgagee) on any property insurance policies from the Closing Date through the date the City issues the Certificate of Completion (as defined in Section 12). With respect to property insurance, the City will accept an ACORD 28 form. With respect to liability insurance, the City will accept an ACORD 25 form, together with a copy of the endorsement that is added to the Developer's policy showing the City as an additional insured.
Legal Opinion. The Developer shall have delivered to the City a legal opinion stating, in part, that the Developer has been duly organized and that the Developer is duly authorized to enter into this Agreement. Such opinion shall be in a form and substance reasonably acceptable to the City's Corporation Counsel.
Due Diligence. The Developer shall have delivered to the City due diligence searches in Developer's name (UCC, State and federal tax lien, pending litigation and judgments in Cook County and the U.S. District Court for the Northern District of Illinois, and bankruptcy) showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel. Litigation searches must be provided with the Developer named as the plaintiff and with the Developer named as defendant.
Organization and Authority Documents. The Developer shall have delivered to the City: certified articles of incorporation, including all amendments thereto, of the Developer, as furnished and certified by the Secretary of State of the State of Illinois; a Certificate of Good Standing dated no more than thirty (30) days prior to the Closing Date, issued by the Secretary of State ofthe State of Illinois, as to the good standing ofthe Developer; and resolutions and such other organizational documents as the City may reasonably request.
Subordination Agreement. On the Closing Date, and prior to recording any mortgage approved pursuant to Section 8.2, the Developer shall, at the City's request, deliver to the City a subordination agreement substantially in the form attached hereto as Exhibit C attached hereto (the "Subordination Agreement"), in which the construction lender agrees to subordinate the lien of its mortgage to the covenants running with the land.
Compliance Meeting. [Intentionally omitted.]
Representations and Warranties. On the Closing Date, each of the representations and warranties ofthe Developer in this Agreement shall be true and correct.
Other Obligations. On the Closing Date, the Developer shall have performed all ofthe other obligations required to be performed by the Developer under this Agreement as of the Closing Date.
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Reconveyance Deed. Prior to the conveyance of the Property to the Developer, the Developer shall deliver to the City a special warranty deed for the Property in recordable form naming the City as grantee ("Reconveyance Deed"), for possible recording in accordance with Section 18.3.d. below.
Right to Terminate. If any of the conditions in this Section 8 have not been satisfied to the City's reasonable satisfaction within the time periods provided for herein, the City may, at its option, terminate this Agreement after (a) delivery of written notice to the Developer at any time after the expiration of the applicable time period, stating the condition or conditions that have not been fulfilled, and (b) providing the Developer with forty-five (45) days to fulfill those conditions. If, after receiving notice and an opportunity to cure as described in the preceding sentence, the Developer still has not fulfilled the applicable conditions to the City's reasonable satisfaction, this Agreement shall be null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder. Any forbearance by the City in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.
SECTION 9. SITE PLANS AND ARCHITECTURAL DRAWINGS.
Site Plans. The Developer shall perform, or cause to be performed, the work set forth in Section A. of Exhibit B.
Relocation of Utilities, Curb Cuts and Driveways. To the extent necessary to complete the Project, the Developer shall be solely responsible for and shall pay all costs in regard to: (1) the relocation, installation or construction of public or private utilities located on the Property; (2) the relocation, installation and construction of any curb cuts and driveways; (3) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with the Project; (4) the removal of existing pipes, utility equipment or building foundations located on the Property; and (5) the termination of existing water or other services. Any streetscaping, including any paving of sidewalks, landscaping and lighting provided by the Developer, as part ofthe Project, must be approved by the City.
Inspection by the City. For the period commencing on the Closing Date and continuing through the date the City issues the Certificate of Completion, any duly authorized representative ofthe City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, "Laws").
Barricades and Signs. Upon the City's request, the Developer agrees to erect such signs as the City may reasonably require identifying the Property as a City redevelopment project. The Developer may erect signs of its own incorporating such approved identification information upon the execution of this Agreement. Prior to the commencement of any construction activity requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable
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Laws. The City shall have the right to approve all barricades, the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades, and all signage.
SECTION 10. LIMITED APPLICABILITY.
The approval of the work set forth in Section A. of Exhibit B by the Department's Bureau of Economic Development is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings, any other Department bureau (such as, but not limited to, the Department's Bureau of Zoning), or any other City department; nor does the approval by the Department pursuant to this Agreement constitute an approval ofthe quality, structural soundness or the safety of any improvements located or to be located on the Property. The approval given by the Department shall be only for the benefit of the Developer and any lienholder authorized by this Agreement.
SECTION 11. COMMENCEMENT AND COMPLETION OF PROJECT.
Subject to the receipt of all necessary Governmental Approvals, the Developer shall commence the work set forth in Section A. of Exhibit B no later than thirty (30) days following the Closing Date (the "Outside Construction Commencement Date"), and shall complete such work, as reasonably determined by the Department and evidenced by a Certificate of Completion, no later than ninety (90) days following the Outside Construction Commencement Date (the "Outside Construction Completion Date"), and shall no later than six (6) months following the Closing Date obtain, and provide to the City a copy of, all permits and licenses required by the Illinois Department of Children and Family Services ("DCFS") to operate a childcare center in the Building (the "Outside Permit Date").
The Commissioner shall have discretion to extend . the Outside Construction Commencement Date, the Outside Construction Completion Date and the Outside Permit Date for good cause shown by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction of the Project. The Project shall be constructed in accordance with all applicable Laws.
SECTION 12. CERTIFICATE OF COMPLETION.
Upon the later of (a) the City's issuance of a certificate of occupancy for the Building and (b) the issuance of all permits and licenses required by the Illinois Department of Children and Family Services to operate a childcare center on the Property, the Developer shall request from the City a certificate of completion (the "Certificate of Completion"). Within forty-five (45) days thereof, the City shall provide the Developer with either:
(i) the Certificate of Completion; or
(ii) a written statement indicating that the City will not provide the Certificate of
Completion. Such written statement will identify whether: (x) the Developer has failed to
complete the Project in compliance with this Agreement; (y) the Developer has failed to obtain a
certificate of occupancy and all permits and licenses necessary to operate a daycare center at the
Property, or (z) the Developer is otherwise in default. In addition, the written statement will
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identify what measures or acts are necessary, in the sole reasonable opinion of the Department, for the Developer to take or perform in order to obtain the Certificate of Completion.
If the Department requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Completion upon compliance with the City's response. The Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of certain of the covenants in this Agreement and the Deed (but excluding those on-going covenants as referenced in Section 17) with respect to the Developer's obligations to construct the Project.
SECTION 13. RESTRICTIONS ON USE.
The Developer, for itself and its successors and assigns, agrees as follows:
The Developer shall construct the Project in accordance with Section A. of Exhibit B, this Agreement and all applicable Laws.
The Developer shall not, in violation of applicable law, discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the sale, lease, rental, use or occupancy of the Property or any part thereof.
The Developer shall use the Property solely for a not-for-profit children's day care center, providing free or reduced-rate early learning and development services to children less than five (5) years of age, with a minimum annual enrollment of fifty (50) children, with at least fifty percent (50%) of the total annual enrollment from low-income families, as determined by the Poverty Guideline issued by the U.S. Department of Health and Human Services and published annually in the Federal Register, and for no other purpose, unless approved in writing by the Commissioner.
Commencing one (1) year after the City's issuance of the Certificate of Completion, and annually thereafter, the Developer shall submit to the Department: (a) an annual, notarized affidavit signed by the Developer's CEO/Executive Director and the Developer's Chairman of the Board certifying that at least fifty (50) children less than five (5) years of age were enrolled in that calendar year at the Property and certifying that at least fifty percent (50%) of the total annual enrollment were children from low-income families, as determined by. the Poverty Guideline issued by the U.S. Department of Health and Human Services and published annually in the Federal Register; (b) proof of all permits and licenses required by DCFS to operate a childcare center; and (c) documentation evidencing that property taxes have been paid or an application for tax exemption has been filed. Each affidavit and the property tax documentation must be submitted to the Department within thirty (30) days following the completion of each applicable one (1) year period.
SECTION 14. PROHIBITION AGAINST TRANSFER OF PROPERTY.
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Restriction on Transfer Prior to Issuance of Certificate of Completion. Prior to the City's issuance of the Certificate of Completion, the Developer may not, without the prior written consent ofthe Department, which consent shall be in the Department's sole and absolute discretion: (a) merge, liquidate or consolidate; (b) directly or indirectly sell, transfer, convey, lease (except for leases executed by the Developer in its ordinary course of business) or otherwise dispose of all or substantially all of its assets or all or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) or any interest therein or the Developer's controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust); (c) directly or indirectly assign this Agreement; or (d) enter into any transaction outside the ordinary course of its business. The Developer acknowledges and agrees that the Department may withhold its consent under (a) through (d) above if, among other reasons, the proposed purchaser, transferee or assignee (or any of such entity's principal officers, members or directors) is in violation of any Laws, or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. In the event of a proposed sale, transfer, conveyance, lease or other disposition of all or any portion of the Property, the Developer shall provide the City copies of any and all sales contracts, legal descriptions, descriptions of intended use, certifications from the proposed purchaser, transferee or assignee, as applicable, regarding this Agreement, and such other information as the City may reasonably request. The proposed purchaser, transferee or assignee must be qualified to do business with the City (including but not limited to the City's anti-scofflaw requirement). If the City consents to any of the transactions described in this Section 14.1, then the Developer shall pay the one hundred percent (100%) ofthe "Net Sales Proceeds" (as defined below).
"Net Sales Proceeds" equals:
the greater of (a) the price at which the Developer sells, transfers, leases, conveys or otherwise disposes of the Property or the Developer's interest therein and (b) the fair market value of the Property, valued with improvements, as of a date not more than six (6) months prior to the transaction (i.e., merger, sale, lease, etc.) closing date, as determined by an appraiser selected by the City and paid for by the Developer,
minus
the sum ofthe Developer's closing costs and commissions, and the dollar amount of any existing mortgage that was approved by the Department in accordance with Sections 7 and 82.
Transfer of Property Within Twenty (20) Years Following the Date of the Certificate of Completion. During the period following the date of the Certificate of Completion and prior to the date that is twenty (20) years after the date of the Certificate of Completion, the Developer may not, without the prior written consent of the Department, which consent shall be in the Department's sole and absolute discretion, directly or indirectly sell, transfer, convey, lease (except for leases executed by the Developer in its ordinary course of business) or otherwise dispose of all or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) or any interest therein or the Developer's
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controlling interests therein (including, without limitation, a transfer by assignment of any beneficial interest under a land trust). The Developer acknowledges and agrees that the Department may withhold its consent under this Section 14.2 if, among other reasons, the proposed purchaser, transferee or assignee (or any of such entity's principal officers, members or directors) is in violation of any Laws, or if the Developer fails to submit sufficient evidence of the financial responsibility, business' background and reputation of the proposed purchaser, transferee or assignee, ln the event of a proposed sale, transfer, conveyance, lease or other disposition of all or any portion of the Property, the Developer shall provide the City copies of any and all sales contracts, legal descriptions, descriptions of intended use, proposed operating agreement(s), certifications from the proposed purchaser, transferee or assignee, as applicable, regarding this Agreement and such other information as the City may reasonably request. The proposed purchaser, transferee or assignee must be qualified to do business with the City (including but not limited to anti-scofflaw requirement).
If the City consents to a sale, transfer, conveyance, lease or other disposition of the Property following the date of the Certificate of Completion, but prior to the date that is twenty (20) years after the date of the Certificate of Completion, such consent shall be conditioned upon the Developer's paying the City a percentage of the Net Sales Proceeds in accordance with the following chart:
Time elapsed from the date Percentage of Net Sales Proceeds to
of the Certificate of Completion be paid to the City
One (1) day through year five (5) 100%
Year six (6) through year ten (10) 75%
Year eleven (11) through year fifteen (15) 50%
Year sixteen (16) through year twenty (20) 25%
After twenty (20) years have elapsed 0%.
14.3 Transfer of Property More than Twenty (20) Years Following the Date of the Certificate of Completion. Upon the expiration of twenty (20) years following the date of the Certificate of Completion, the City's consent shall not be required for any sale, transfer, conveyance, lease or other disposition of all or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) or any interest therein or the Developer's controlling interests therein.
SECTION 15. LIMITATION UPON ENCUMBRANCE OF PROPERTY.
Prior to the issuance of the Certificate of Completion, the Developer shall not, without the Department's prior written consent, engage in any financing or other transaction which creates a financial encumbrance or lien on the Property, except for the purposes of obtaining: (a) funds necessary to acquire the Property; (b) funds related to the Proof of Financing or otherwise necessary to construct the Project in substantial accordance with the Final JProject Budget; and
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(c) after construction, funds necessary to own, maintain and operate the Property in accordance with the requirements of this Agreement. After the issuance of the Certificate of Completion, no City consent shall be required for any type of financing or other transaction which creates a financial encumbrance or lien on the Property.
SECTION 16. MORTGAGEES NOT OBLIGATED TO CONSTRUCT
Notwithstanding any other provision of this Agreement or of the Deed, the holder of any mortgage authorized by this Agreement (or any affiliate of such holder) shall not itself be obligated to construct or complete the Project, or to guarantee such construction or completion, but shall be bound by the other covenants running with the land specified in Section 17 and, at Closing, at the City's request, shall execute a Subordination Agreement (as defined in Section 8.8). If any such mortgagee or its affiliate succeeds to the Developer's interest in the Property prior to the issuance of the Certificate of Completion, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, and thereafter transfers its interest in the Property to another party (that is not also a mortgagee), such transferee shall be obligated to complete the Project, and shall also be bound by the other covenants running with the land specified in Section 17.
SECTION 17. COVENANTS RUNNING WITH THE LAND.
The parties agree, and the Deed shall so expressly provide, that the covenants provided in Section 11 (Commencement and Completion of Project), Section 13 (Restrictions on Use), and Section 14 (Prohibition Against Transfer of Property) and Section 15 (Limitation Upon Encumbrance of Property) will be covenants running with the Property, binding on the Developer and its successors and assigns (subject to the limitations set forth in Section 16 above as to any permitted mortgagee) to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. The covenants provided in Section 11, and Section 13.1 shall terminate upon the City's issuance of the Certificate of Completion. The covenants contained in Section 13.2 and Section 21.5 shall remain in effect without limitation as to time. The covenants contained in Section 13.3, Section 13.4, Section 14 and Section 15 shall terminate twenty (20) years after the date on which the City issues the Certificate of Completion, unless terminated in writing at an earlier date in the sole discretion of the Commissioner.
SECTION 18. PERFORMANCE AND BREACH.
Time of the Essence. Time is of the essence in the Developer's performance of its obligations under this Agreement.
Permitted Delays. The Developer shall not be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable causes beyond the Developer's control and without the Developer's fault or negligence, including but not limited to, acts of God, acts of the public enemy, acts of the United States government, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, material shortages, and unusually severe weather or delays of contractors or subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the Developer requests it in writing of the City within thirty (30) days after the beginning of any
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such delay.
18.3 Breach.
Generally. Except as provided in Section 18.3.b., if the Developer defaults in performing its obligations under this Agreement, the City shall deliver written notice of such default, after which the Developer shall have a 45-day cure period to remedy such default. If the default is not capable of being cured within the 45-day period, then provided the Developer has commenced to cure the default and is diligently proceeding to cure the default within the 45-day period, and thereafter diligently prosecutes such cure through to completion, then the 45-day period shall be extended for the length of time that is reasonably necessary to cure the default. If the default is not cured in the time period provided for herein, the City may institute such proceedings at law or in equity as may be necessary or desirable to cure and remedy the default, including but not limited to, proceedings to compel specific performance.
Event of Default. The occurrence of any one or more ofthe following shall constitute an "Event of Default" after written notice from the City (if required):
The Developer fails to perform any obligation of the Developer under this Agreement, which default is not cured pursuant to Section 18.3.a.; or
The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement, an Economic Disclosure Form, or another document) which is not true and correct, which default is not cured pursuant to Section 18.3.a.: or
A petition is filed by or against the Developer under the Federal Bankruptcy Code or any similar state or federal law, whether now or hereafter existing, which is not vacated, stayed or set aside within sixty (60) days after filing; or
Except as excused by Section 18.2 above, the Developer abandons or substantially suspends the construction work for a period of time greater than 60 days (no notice or cure period shall apply); or
The Developer fails to timely submit the documentation required by Section 13.4 (no notice or cure period shall apply); or
The Developer fails to comply with the operating covenant set forth in Section 13.3 (no notice or cure period shall apply); or
Unless being contested in good faith by the Developer, the Developer fails to timely pay real estate taxes or assessments affecting the Property or suffers or permits any levy or attachment,
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material suppliers' or mechanics' lien, or any other lien or encumbrance unauthorized by this Agreement to attach to the Property, which default is not cured pursuant to Section 18.3.a.; or
The Developer makes an assignment, pledge, unpermitted financing, encumbrance, transfer or other disposition in violation of this Agreement (no notice or cure period shall apply); or
The Developer's financial condition or operations adversely change to such an extent that would materially and adversely affect the Developer's ability to complete the Project, which default is not cured pursuant to Section 18.3.a.; or
The Developer fails to perform, keep or observe any of the other covenants, promises, agreements, or obligations under this Agreement, including but not limited to, the covenants set forth in Sections 13 and 17 herein, or any other written agreement entered into with the City with respect to this Project, which default is not cured pursuant to Section 18.3.a.; or
Failure to close by the Outside Closing Date, unless the Department in its sole discretion extends the Outside Closing Date in accordance with Section 3 of this Agreement (no notice or cure period shall apply); or
Failure to commence or complete construction in accordance with the timeframes set forth in Section 11 of this Agreement; or
Failure to (a) timely apply to the Board of Review for Cook County, Illinois, for an exemption from real estate property taxes, or (b) timely pay real estate property taxes, which default is not cured pursuant to Section 18.3.a.
Prior to Conveyance. Prior to Closing, if an Event of Default occurs and is continuing, and the default is not cured in the time period provided herein, the City may terminate this Agreement, and institute any action or proceeding at law or in equity against the Developer.
After Conveyance. If an Event of Default occurs after the Closing but prior to the date that is twenty (20) years after the date of the Certificate of Completion, and the default is not cured in the time period provided for in this Section 18.3, the City may terminate this Agreement and exercise any and all remedies available to it at law or in equity, including, without limitation, the right to re-enter and take possession of the Property, terminate the estate conveyed to the Developer, and direct the Title Company to record the Reconveyance Deed for the purpose of revesting title to the Property in the City (the "Right of Reverter"); provided, however, the City's Right of Reverter shall be limited by, and shall not defeat, render invalid, or limit in any way, the lien of any
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mortgage authorized by this Agreement. If the Reconveyance Deed is recorded by the Title Company, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the Property was owned by the Developer, and shall cause the release of all liens or encumbrances placed on the Property during the period of time the Property was owned by the Developer. The Developer will cooperate with the City and Title Company to ensure that if the Title Company records the Reconveyance Deed, such recording is effective for purposes of transferring title to the Property to the City, subject only to those title exceptions that were on title as ofthe date and time that the City conveyed the Property to the Developer and except for any mortgage authorized by this Agreement.
Notwithstanding the foregoing to the contrary, prior to its exercise of its Right of Reverter, the City shall provide written notice to the Developer of its intent to exercise its Right of Reverter, and the Developer shall have an additional ninety (90) days to cure the applicable Event of Default.
Following the revesting in the City of title to the Property as provided in this Section 18.3.d., the City shall employ its best efforts to convey the Property (subject to all existing encumbrances) to a qualified and financially responsible party (reasonably acceptable to the first mortgagee) for the fair market value of the Property. Such purchaser is subject to the covenants that run with the Property, as specified in Section
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If the City sells the Property as provided for in this Section 18.3.d., the proceeds from the sale shall be utilized to reimburse the City for:
the fair market value of the Property, which fair market value shall equal the appraised fair market value of the Property as of a date not more than six (6) months prior to the sales date; and
costs and expenses incurred by the City (including, without limitation, salaries of personnel) in connection with the recapture, management and resale of the Property; and
all unpaid taxes, assessments, and water and sewer charges assessed against the Property; and
any payments made (including, without limitation, reasonable attorneys' fees and court costs) to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer; and
any expenditures made or obligations incurred by the City with respect to construction or maintenance of the Project; and
any other amounts owed to the City by the Developer.
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The Developer shall be entitled to receive any remaining proceeds.
Notwithstanding anything contained herein to the contrary, the City's Right of Reverter shall terminate on the date that is twenty (20) years after the date on which the City issues the Certificate of Completion. Following the expiration of such 20-year period, the Developer may request in writing the return of the Reconveyance Deed, and the City shall return the Reconveyance Deed to the Developer promptly following its receipt of such request.
e. Waiver and Estoppel. Any delay by the City in instituting or prosecuting any actions or proceedings or otherwise asserting its rights shall not operate as a waiver of such rights or operate to deprive the City of or limit such rights in any way. No waiver made by the City with respect to any specific default by the Developer shall be construed, considered or treated as a waiver of the rights of the City with respect to any other defaults of the Developer.
SECTION 19. CONFLICT OF INTEREST; CITY'S REPRESENTATIVES NOT INDIVIDUALLY LIABLE.
The Developer warrants that no agent, official, or employee of the City shall have any personal interest, direct or indirect, in this Agreement or the Property, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any entity or association in which he or she is directly or-indirectly interested. No agent, official, or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement.
SECTION 20. INDEMNIFICATION.
The Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, reasonable attorneys' fees and court costs) (collectively "Losses") suffered or incurred by the City arising from or in connection with: (1) an Event of Default that has occurred; (2) the failure of the Developer or any of Developer's contractors, subcontractors or agents to pay contractors, subcontractors or material suppliers in connection with the construction of the Project; (3) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (4) any actions, including but not limited to, conducting environmental tests on the Property as set forth in Section 21 herein, resulting from any activity undertaken by the Developer on the Property prior to or after the conveyance of said Property to the Developer by the City; provided, however, the Developer shall have no obligation to indemnify the City for Losses (i) to the extent such Losses are caused by the City or its agents, or (ii) to the extent such Losses were not suffered or incurred by the City in connection with any of items (1) through (4) set forth in the first sentence of this Section 21 and arose after the City has re-acquired the Property from the Developer. This
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indemnification shall survive any termination of this Agreement (regardless of the reason for such termination).
SECTION 21. ENVIRONMENTAL MATTERS.
21.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
"Draft NFR Letter" means a draft comprehensive residential "No Further Remediation" Letter issued by the IEPA for the Property based on TACO residential remediation objectives, as amended or supplemented from time to time. The Draft NFR Letter shall state that the Property meets TACO remediation objectives for residential properties and the construction worker exposure route as set forth in 35 111. Adm. Code Part 742, as amended or supplemented from time to time, but may be reasonably conditioned upon use and maintenance of engineered barriers and other institutional or engineering controls acceptable to the IEPA.
"Environmental Laws" means any and all Laws relating to the regulation and protection of human health, safety, the environment and natural resources now or hereafter in effect, as amended or supplemented from time to time, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251 seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., any and all regulations promulgated under such Laws, and all analogous state and local counterparts or equivalents of such Laws, including, without limitation, the Illinois Environmental Protection Act, 415 ILCS 5/1 et seq., and the common law, including, without limitation, trespass and nuisance.
"Environmental Remediation Work" shall mean all investigation, sampling, monitoring, testing, reporting, removal (including, excavation, transportation and disposal), response, storage, remediation, treatment and other activities necessary for the performance ofthe Project, all in accordance with all requirements of the IEPA, and all applicable Laws, including, without limitation, all applicable Environmental Laws.
"Final NFR Letter" means a final comprehensive residential "No Further Remediation" letter issued by the IEPA approving the use of the Property for the construction, development and operation of the Project in accordance with Exhibit B and the terms and conditions of the SRP Documents, as amended or supplemented from time to time. The contaminants of concern associated with the Final NFR Letter shall include volatile organic compounds, polynuclear aromatic hydrocarbons and Resource Conservation and Recovery Act 8 metals. The Final NFR Letter shall state that the Property meets TACO Tier 1 remediation objectives for residential properties and the construction worker exposure route as set forth in 35 111. Adm. Code Part 742,
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as amended or supplemented from time lo time, but may be reasonably conditioned upon use and maintenance of engineered barriers and other institutional or engineering controls acceptable to the IEPA.
"Hazardous Substance" means any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Laws, or any pollutant, toxic vapor, or contaminant, and shall include, but not be limited to, petroleum (including crude oil or any fraction thereof), any radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.
"TACO" means the Tiered Approach to Corrective Action Objectives codified at 35 111. Adm. Code Part 742 et seq.
"AS IS" Sale. THE CITY MAKES NO COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS ITS SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM AT ITS EXPENSE ANY ENVIRONMENTAL REMEDIATION WORK (AS DEFINED BELOW) AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE.
Right of Entry. Pursuant to the Developer's request, the City previously granted the Developer the right, at its sole cost and expense, to enter the Property pursuant one or more right of entry agreements to inspect the same, perform surveys, environmental assessments, soil and any other due diligence it deems necessary or desirable to satisfy itself as to the condition of the Property. The Developer acknowledges that it is satisfied with the condition of the Property. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the Property.
Environmental Remediation.
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Prior to renovation of the Building, the Developer must obtain a hazardous materials survey and develop an abatement plan, if deemed necessary by the City, and the cosmetic renovation work on the Building must be consistent with such abatement plan. Lead-based paint and asbestos abatement must be completed in accordance with all local, state and federal regulations and, as required by the City, the Developer must develop and either implement or cause to be implemented an operations and maintenance plans for any regulated materials to be left in place.
The Developer must obtain a Phase I ESA, within 180 days prior to the Closing, which must include a reliance letter naming the City as an authorized user. If the Phase 1 ESA identifies any recognized environmental conditions in connection with the Property, then the Developer must obtain a Phase II ESA for the Property, which must include a reliance letter naming the City as an authorized user.
If the Phase II ESA identifies contamination above residential remediation objectives as determined by Title 35 of the Illinois Administrative Code Part 742, then the Developer must enroll the Property in the SRP.
If the Developer is required to enroll the Property in the SRP, then the Developer shall undertake all Environmental Remediation Work that may be needed on the Property promptly after the Closing in order to obtain a Final NFR Letter, and shall obtain such Final NFR Letter. The contractors selected by the Developer, and the terms of their contracts must be approved by the City, prior to the commencement of any Environmental Remediation Work on the Property. The Developer shall be solely responsible for all site preparation costs, including, but not limited to, the removal of pre-existing building foundations, soil exceeding residential remediation objectives as determined by Title 35 of the Illinois Administrative Code Part 742, and demolition debris, and the removal, disposal, storage, remediation, removal or treatment of all Hazardous Substances from the Property.
The City, acting through its Department of Fleet and Facility Management, and any successor department thereto ("DFFM") shall have the right to review and approve the Draft NFR Letter, if a Draft NFR is required.
After DFFM approves the Draft NFR Letter, the Developer covenants and agrees to complete all Environmental Remediation Work necessary to obtain (as applicable) a Final NFR Letter. The Final NFR Letter may be reasonably conditioned upon use and maintenance of engineered barriers and other institutional or engineering controls acceptable to the IEPA. The City shall have the right to review in advance and approve all documents submitted to the IEPA under the SRP, as amended or supplemented from time to time, including, without limitation, the Comprehensive Site Investigation and Remediation Objectives Report, the Remedial Action Plan, and the Remedial Action Completion Report (collectively, the "SRP Documents") and any changes thereto. The Developer shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to environmental matters. The Developer shall bear sole responsibility for all aspects of the Environmental Remediation Work and any other investigative and cleanup costs associated with the Property. The Developer shall promptly transmit to the City copies of all SRP Documents prepared or received after the date
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hereof, including, without limitation, any written communications delivered to or received from the IEPA or other regulatory agencies with respect to the Environmental Remediation Work.
The Developer acknowledges and agrees that the City will not issue a Certificate of Completion for the Project or a certificate of occupancy for the Building until the IEPA has issued, and the City has approved, a Final NFR Letter for the Property, if a Final NFR Letter was required by the terms of this Agreement.
The Developer must abide by the terms and conditions of the Final NFR Letter, if a Final NFR Letter was required.
Release and Indemnification. The Developer, on behalf of itself and its officers, directors, employees, successors, assigns and anyone claiming by, through or under them (collectively, the "Developer Parties"), hereby releases, relinquishes and forever discharges the City, its officers, agents and employees, from and against any and all Losses which the Developer Parties ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, foreseen or unforeseen, now existing or occurring after the Closing Date, based upon, arising out of or in any way connected with, directly or indirectly (i) any environmental contamination, pollution or hazards associated with the Property or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substance, or threatened release, emission or discharge of Hazardous Substance; (ii) the structural, physical or environmental condition of the Property, including, without limitation, the presence or suspected presence of Hazardous Substance in, on, under or about the Property or the migration of Hazardous Substance from or to other property; (iii) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any governmental or regulatory body response costs, natural resource damages or Losses arising under CERCLA; and (iv) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"); provided, however, the foregoing release shall not apply to the extent such Losses are proximately caused by the gross negligence or willful misconduct ofthe City following the Closing Date. Furthermore, the Developer shall indemnify, defend (through an attorney reasonably acceptable to the City) and hold the City and its officers, agents and employees harmless from and against any and all Losses which may be made or asserted by any third parties (including, without limitation, any of the Developer Parties) arising out of or in any way connected with, directly or indirectly, any of the Released Claims, except as provided in the immediately preceding sentence for the City's gross negligence or willful misconduct following the Closing Date.
Release Runs with the Property. The covenant of release in Section 21.5 above shall run with the Property, and shall be binding upon all successors and assigns of the Developer with respect to the Property, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion ofthe Property under or through the Developer following the
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date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the Property to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer or Developer Parties arise or be alleged to arise in connection with any environmental, soil or other condition of the Property, the Developer and any of the Developer Parties shall not assert that those obligations must be satisfied in whole or in part, by the City, because Section 21.5 contains a full, complete and final release of all such claims, except as provided in such section for the City's gross negligence or willful misconduct following the Closing Date.
21.7 Survival. This Section 21 shall survive the Closing Date or any termination of this Agreement (regardless of the reason for such termination).
SECTION 22. DEVELOPER'S EMPLOYMENT OBLIGATIONS.
22.1 Employment Opportunity. The Developer agrees, and shall contractually obligate its various contractors, subcontractors and any affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project:
Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, gender identity, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seq. ofthe Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job-related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all print solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds.
To the greatest extent feasible, the Developer and each Employer shall present opportunities for training and employment of low and moderate income residents ofthe City, and provide that contracts for work in connection with the construction ofthe Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City.
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The Developer arid each Employer'shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance, and the-Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. (1993), and any subsequent amendments and regulations promulgated thereto.
The Developer, in order to demonstrate compliance with the terms of this Section 22.1, shall cooperate with and promptly and accurately respond to reasonable inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or affiliate, as the case may be.
Failure to comply with the employment obligations described in this Section 22.1 shall be a basis for the City to pursue remedies under the provisions of Section 18.
City Resident Employment Requirement. The Developer shall not be required to comply with Section 2-92-330 of the Municipal Code of Chicago (Contracts - Percentages of city and project area residents work hours - Enforcement) because the dollar value ofthe Project is less than the minimum dollar amount set forth in such section (i.e., $100,000).
MBE/WBE. Based, in part, on the dollar amount of anticipated construction costs for the Project (i.e., $38,800 of the preliminary Project Budget), the Department has determined that it would be impracticable to require the Developer to comply with (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seq. of the Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seq. of the Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"). As a result, compliance with the MBE/WBE Program shall not be required.
22.4 Pre-Construction Conference and Post-Closing Compliance Requirements.
[Intentionally omitted.]
SECTION 23. REPRESENTATIONS AND WARRANTIES.
23.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer hereby represents and warrants to the City that as of the date of this Agreement and as of the Closing Date the' following shall be true and correct in all respects:
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The Developer is a not-for-profit corporation duly organized, validly existing and in good standing under the laws of the State of Illinois, with full power and authority to acquire, own and redevelop the Property, and the person signing this Agreement on behalf of the Developer has the authority to do so.
All certifications and statements contained in the Economic Disclosure Statement last submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound.
To the best of the Developer's knowledge, no action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (a) affect the ability of the Developer to perform its obligations hereunder; or (b) materially affect the operation or financial condition of the Developer.
To the best of the Developer's knowledge, the Project will not violate: (a) any Laws, including, without limitation, any zoning and building codes and environmental regulations; or (b) any building permit, restriction of record or other agreement affecting the Property.
Representations and Warranties of the City. To induce the Developer to execute this Agreement and perform its obligations hereunder, the City hereby represents and warrants to the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein, and the person signing this Agreement on behalf of the City has the authority to do so.
Survival of Representations and Warranties. Each party agrees that all of its representations and warranties set forth in this Section 23 or elsewhere in this Agreement are true as of the date of this Agreement and will be true in all material respects at all times thereafter, except with respect to matters which have been disclosed in writing and approved by the other party.
SECTION 24. PROVISIONS NOT MERGED WITH DEED.
The provisions of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the provisions of this Agreement.
SECTION 25. HEADINGS.
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The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions thereof.
SECTION 26. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties and supersedes and replaces completely any prior agreements between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended in any manner other than by supplemental written agreement executed by the parties.
SECTION 27. SEVERABILITY.
If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word, or the application thereof is held invalid, the remainder of this Agreement shall be construed as if such invalid part were never included and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
SECTION 28. NOTICES.
Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile transmission, provided that there is written confirmation of such communications; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid/return receipt requested:
City of Chicago
Department of Planning and Development
121 North LaSalle Street
Room 1000-City Hall
Chicago, Illinois 60602
Attn: Commissioner
Fax: 312-744-5892
City of Chicago Department of Law 121 North LaSalle Street Room 600
Chicago, Illinois 60602 Attn: Real Estate Division Fax: 312-742-0277
Puerto Rican Cultural Center 2739 West Division Street Chicago, Illinois 60622-2854 Attn: Juan Calderon Fax:
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With a copy to:
Attn:
Fax:
Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch by electronic means, respectively, provided that such electronic dispatch is confirmed as having occurred prior to 5:00 p.m. on a business day. If such dispatch occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given.
SECTION 29. SUCCESSORS AND ASSIGNS.
Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns ofthe parties.
SECTION 30. OTHER ACTS
The parties agree to perform such other acts and to execute, acknowledge and deliver such other instruments, documents and materials as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
SECTION 31. BUSINESS RELATIONSHIPS.
The Developer acknowledges (1) receipt of a copy of Section 2-156-030(b) of the Municipal Code of Chicago, (2) that it has read such provision and understands that pursuant to such Section 2-156-030(b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as described in Section 2-156-080 ofthe Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom ah elected official has a Business Relationship, and (3) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030(b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030(b) has occurred with respect to this Agreement or the transactions contemplated hereby.
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SECTION 32. PATRIOT ACT CERTIFICATION.
The Developer represents and warrants that neither the Developer nor any Affiliate thereof (as defined in the next paragraph) is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
As used in the above paragraph, an "Affiliate" shall be deemed to be a person or entity related to the Developer that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Developer, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.
SECTION 33. PROHIBITION ON CERTAIN CONTRIBUTIONS -MAYORAL EXECUTIVE ORDER NO. 2011-4.
Developer agrees that Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Developer's contractors (i.e., any person or entity in direct contractual privity with Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Developer and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (1) after execution of this Agreement by Developer, (2) while this Agreement or any Other Contract is executory, (3) during the term of this Agreement or any Other Contract between Developer and the City, or (4) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
Developer represents and warrants that from the later to occur of (1) May 16, 2011, and (2) the date the City approached the Developer or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Developer agrees that it shall not: (1) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (2) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (3) Bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
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Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including without limitation termination for default)"under this Agreement, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Developer intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the closing of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source, which is then delivered by one person to the Mayor or to his political fundraising committee.
"Other Contract" means any other agreement with the City of Chicago to which Developer is a party that is (1) formed under the authority of chapter 2-92 ofthe Municipal Code of Chicago; (2) entered into for the purchase or lease of real or personal property; or (3) for materials, supplies, equipment or services which are approved or authorized by the City Council of the City of Chicago.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners:
a. The partners have been residing together for at least 12 months.
b. ' The partners have common or joint ownership of a residence.
c. The partners have at least two of the following arrangements:
joint ownership of a motor vehicle;
a joint credit account;
a joint checking account; and
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iv. a lease for a residence identifying both domestic partners as tenants.
d. Each partner identifies the other partner as a primary beneficiary in a will.
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
SECTION 34. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH THE CITY.
Failure by Developer or any controlling person (as defined in Section 1-23-010 ofthe Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.
SECTION 35. INSPECTOR GENERAL AND LEGISLATIVE INSPECTOR GENERAL.
It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee ofthe City, and every applicant for certification of eligibility for a City contract or program, to cooperate with the City's Legislative Inspector General and with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapters 2-55 and 2-56, respectively, ofthe Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapters 2-55 and 2-56 of the Municipal Code of Chicago.
SECTION 36. 2014 CITY HIRING PLAN.
The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (as amended, the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
The Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with the Developer, either as an employee or as a subcontractor, and from directing the Developer to hire an individual as an employee or as a subcontractor. Accordingly, the Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by the Developer under this Agreement are employees or subcontractors of the Developer, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by the Developer.
(iii) The Developer will not condition, base, or knowingly prejudice or affect any term or
aspect to the employment of any personnel provided under this Agreement, or offer employment
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to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
(iv) In the event of any communication to the Developer by a City employee or City official in violation of subparagraph (ii) above, or advocating a violation of subparagraph (iii) above, the Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General (the "OIG"), and also to the head of the relevant City department utilizing services provided under this Agreement. The Developer will also cooperate with any inquiries by the OIG.
SECTION 37. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.
SECTION 38. DATE OF PERFORMANCE. If the final date of any time period set forth herein falls on a Saturday, Sunday or legal holiday under the laws of Illinois or the United States of America, then such lime period shall be automatically extended to the next business day.
SECTION 39. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its choice of laws principles.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written.
CITY OF CHICAGO,
an Illinois municipal corporation and home rule unit of government
By:
David L. Reifman Commissioner
Department of Planning and Development
THE PUERTO RICAN CULTURAL CENTER,
an Illinois not-for-profit corporation
By:_ Name: Its:
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STATE OF ILLINOIS
COUNTY OF COOK
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that David L. Reifman, Commissioner of the Department of Planning and Development ofthe City of Chicago, an Illinois municipal corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and being first duly sworn by me acknowledged that as said Commissioner, he signed and delivered the instrument pursuant to authority given by the City of Chicago, as his free and voluntary act and as the free and voluntary act and deed ofthe City, for the uses and purposes therein set forth.
GIVEN under my notarial seal this
NOTARY PUBLIC
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STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do
hereby certify that , personally known to me to be the
of The Puerto Rican Cultural Center, an Illinois not-for-profit corporation, and
personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that s/he signed and delivered the foregoing instrument pursuant to authority given by said corporation, as her/his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.
GIVEN under my notarial seal this day of , 20 .
NOTARY PUBLIC
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EXHIBIT A TO REDEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
(Subject to final title commitment and survey)
[To come]
PINs: 16-01-218-003-0000 16-01-218-004-0000 16-01-218-005-0000 16-01-218-006-0000 16-01-218-007-0000 16-01-218-008-0000 16-01-218-009-0000
Commonly known as: 1345 North Rockwell Street, Chicago, Illinois 60622
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EXHIBIT B TO REDEVELOPMENT AGREEMENT
NARRATIVE DESCRIPTION AND PROJECT REQUIREMENTS
Cosmetic Renovation of the Building:
The Developer shall complete a cosmetic renovation of the Building, which will include the following:
HVAC- Provide initial maintenance of all the systems to make sure that they are in proper operations.
Plumbing - Check hot water and plumbing fixtures, fittings and faucets to make sure they arc operational and free of leaks. One (children) toilet may need replacement.
Electrical - Check all systems for proper operation, including fire alarm, intercom, and camera and changing a few fixtures.
Roof - Roof appears to be in good conditions with one visible water stain at the ceiling by the north court yard. Provide flashing at the base of all AC and air handler units.
Floors - Floors are in good conditions and only a few VCT tiles needs to be replaced.
Ceiling- Place about 50 suspended 2X4 ceiling panels.
Doors - Replace one bottom cracked glass pane.
Paint - Allowance.
Exterior - Minor maintenance and repair door.
The Developer shall only use paints and coatings with volatile organic compounds (VOC) content that do not exceed State and Federal limitations for institutional and consumer products.
Operation of Children's Day Care Center:
For a period of no less than 20 years following the issuance by the City of a Certificate of Completion, the property shall be used solely for a not-for-profit children's day care center (the "Consuelo Lee Corretjer Day Care Center"), providing day care services for a minimum of 50 children, and up to 300 children. Free or reduced rate-rate early learning and development services shall be provided to children at or less than five (5) years of age. At least 50% of enrollment shall be comprised of children from low income families as determined by the Poverty Guideline issued by the U.S. Department of Health and Human Services and published in the Federal Register. It is anticipated that the Project will create six (6) construction jobs and
33
the operation of the day care center will result in the retention of 12 FTEs and the creation of 20 FTEs and 5 PTEs.
i
34
EXHIBIT C TO REDEVELOPMENT AGREEMENT FORM OF SUBORDINATION AGREEMENT
[Attached]
35
This instrument prepared by and after recording please return to:
City of Chicago
Department of Law, Real Estate Division 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
REDEVELOPMENT SUBORDINATION AGREEMENT
This Redevelopment Subordination Agreement ("Agreement"') is executed and delivered
as of , 20 , by [Insert name of Lender], a
[Insert type of entity and state of formation]
("Lender"), in favor of the City of Chicago, an Illinois municipal corporation (the "City").
WITNESSETH:
WHEREAS, The Puerto Rican Cultural Center, an Illinois not-for-profit corporation (the "Developer"), and the City, acting by and through its Department of Planning and Development, have entered into that certain Agreement for the Sale and Redevelopment of Land dated as of
, 20 , and recorded with the Office of the Recorder of Deeds of Cook
County, Illinois, on , 20 , as Document No. ("Redevelopment
Agreement"), pursuant to which the City has agreed to sell and the Developer has agreed to purchase the real property legally described on Exhibit A attached hereto (the "Property"); and
WHEREAS, pursuant to the terms of the Redevelopment Agreement, the Developer has agreed to complete a cosmetic renovation of the building located on the Property (the "Project") and to thereafter operate a day care center in such building, as more specifically described in the Redevelopment Agreement; and
WHEREAS, as part of obtaining financing for the Project, the Developer and the Lender
have entered into that certain Loan Agreement dated as of , 20 (the "Loan
Agreement"), pursuant to which the Lender has agreed to provide a loan in the principal amount
of up to Dollars ($ ) (the "Loan"), which
Loan is evidenced by a Promissory Note (the "Note") in said amount to be executed and delivered by the Developer to the Lender, and the repayment of the Loan is secured by certain liens and encumbrances on the Property pursuant to the Loan Agreement (all such agreements being referred to herein collectively as the "Loan Documents"); and
36
WHEREAS, pursuant to the Redevelopment Agreement, the Developer has agreed to be bound by certain covenants expressly running with the Property, as set forth in Sections 11, 13, 14 and 15 of the Redevelopment Agreement (the "City Encumbrances"); and
WHEREAS, the Redevelopment Agreement requires that the Lender .agree to subordinate its liens under the Loan Documents to the City Encumbrances.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lender hereby agrees as follows:
Subordination. All rights, interests and claims of the Lender in the Property pursuant to the Loan Documents are and shall be subject and subordinate to the City Encumbrances. Nothing herein, however, shall be deemed to limit any of the Lender's other rights or other priorities under the Loan Documents, including, without limitation, the Lender's rights to receive, and the Developer's obligation to make, payments and prepayments of principal and interest on the Note or to exercise the Lender's rights pursuant to the Loan Documents except as provided herein.
Notice of Default. The Lender shall use reasonable efforts to give to the City (a) copies of any notices of default which it may give to the Developer with respect to the Project pursuant to the Loan Documents, and (b) copies of waivers, if any, of the Developer's default in connection therewith. Neither the Developer nor any other third party is an intended beneficiary of this Section 2. Failure of the Lender to deliver such notices or waivers shall in no instance alter the rights or remedies of the Lender under the Loan Documents.
Waivers. No waiver shall be deemed to be made by the City of any of its rights hereunder unless the same shall be in writing, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the City in any other respect at any other time.
Governing Law; Binding Effect. This Agreement shall be interpreted, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws and decisions of the State of Illinois, without regard to its conflict of laws principles, and shall be binding upon and inure to the benefit ofthe respective successors and assigns ofthe City and the Lender.
Section Titles; Plurals. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. The singular form of any word used in this Agreement shall include the plural form.
Notices. Any notice required hereunder shall be in writing and addressed to the parties as set forth below by any of the following means: (a) personal service; (b) overnight courier; or (c) registered or certified first class mail, postage prepaid, return receipt requested:
37
If to the City: City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner
With a copy to: City of Chicago
Department of Law
121 North LaSalle Street, Room 600
Chicago, Illinois 60602
Attn: Real Estate and Land Use Division
If to the Lender:
Attn:
Any notice given pursuant to clause (a) hereof shall be deemed received upon such personal service. Any notice given pursuant to clause (b) shall be deemed received on the day immediately following deposit with the overnight courier. Any notice given pursuant to clause (c) shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given.
IN WITNESS WHEREOF, Lender has executed this Redevelopment Subordination Agreement as of the date first written above.
[Lender]
By:
Name: Its:
Attachment: Exhibit A (legal description, PIN and address)
38
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I — GENERAL INFORMATION
A. Legal name of Disclosing Party submitting this EDS. Include d/b/a/if applicable: Tkc_Puerto Rican Cultural Center
Check ONE of the following three boxes:
Indicate whether Disclosing Party submitting this EDS is:
y the Applicant
OR
1 ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which Disclosing Party holds an interest: _
OR
[ j a specified legal entity with a right of control (see Section ll.B.l.b.) State the legal name of
the entity in which Disclosing Party holds a right of control:
B. Business address of Disclosing Party: 2739 W. Division St.
Chicago, IL 60622
Telephone: 773-360-1330 Fax: 773:?13-0706 Email:_
Name of contact person: Juan CaldefOn
12. Federal Employer Identification No. (if you have one): 23-7347778
F. Brief description of contract, transaction or other undertaking (referred to below as ihc "Matter" ) to which this EDS pertains. (Include project number and location of properly, if applicable): Land Sale and redevelopment agreement relating to
1345 N. Rockwell, Chicago, IL 60622
G. Which City agency or department is requesting this EDS? _
IT the iVtatter 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 DISCLOSING PARTY
1. Indicate tiic nature ofthe Disclosing Pc
[ ] Person
| ] Publicly registered business corporation'
[ ] Privately held business corporation
[] Sole proprietorship
[ ] General partnership*
[ ] Limited partnership*
| J Trust
[] Limited liability company*
j ] Limited liability partnership*
(] Joint venture*
yj Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[J Yes [ J No
( J Other (please specify)
* Note B. 1 .b below.
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
For legal entities not organized in the Stale of Illinois: Has the organization registered to do business in the Slate of Illinois as a foreign entity?
[]Yes []No [IN/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
i .a. List below the full names and titles of all executive officers and all directors of the entity.
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 liilcholder(s). V\ * tat: InnW-er^
Name Title
Margaret Power, President
Alejandro Molina, Secretary _
Michael Hanna.n, Treasurer
Dirrcfvs : Roberto Sanabria, Ann Bishop, and Maria Berrios
Jose E. Lopez, Chief Executive Officer Juan Calderon, Chief Operations Officer
1 .b. If you checked "General partnership," "Limited partnership," "Limited liability
company," "Limited liability partnership" or "Joint venture" in response to Item A.l. above (Nature of Disclosing Parly), list below the name and title of each general partner, managing member, manager or .
Page 2 of 13
any other person or entity thai 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
N/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, 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, slate "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
N/A
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 fjj No
If yes, please identify below the name(s) of such City elected official(s) and describe such rclationship(s):
N/A~~
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 ihe nature ofthe relationship, and the total
Page 3 of 13
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: (I) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of-whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
I f 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.
Name Business Relationship to Disclosing Parly Fees
(indicate whether Address (subcontractor, attorney, (indicate whether
retained or anticipated lobbyist, etc.) paid or estimated)
tp.be retained)
N/A
N/A
N/A
(Add sheets if necessary.)
[J 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 term of the contract-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 No person 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?
I. ] Yes
Page 4 of 13
B. FURTHER CERTIFICATIONS
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11.3.1. 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 live-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;
are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of the offenses enumerated in clause. B. 1 .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 2, 3 and 4 concern:
the Disclosing Party;
any "Applicable.Party" (meaning any parly participating in the performance ofthe Matter, including but not limited to any 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 stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Applicable Parties, the term Affiliated Entity means a person or entity that directly or indirectly controls the Applicable Party, is controlled by it, or, with the Applicable Parly, is under common control of another person or entity;
Page 5 of 13'
• any responsible official ofthe Disclosing Party, any Applicable Party or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Applicable Party or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Parly, any Applicable Party or any Affiliated Entity (collectively "Agents").
Neither the Disclosing Parly, nor any Applicable Party, nor any Affiliated Entity of either the Disclosing Party or any Applicable Party nor any Agents have, during the five yearsbeforc the date this EDS is signed, or, with respect to an Applicable Party, an Affiliated .Entity, or an Affiliated Entity of an Applicable Parly during the five years before the dale of such Applicable Party's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted lo bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe Cily, 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 prospectivc 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 Applicable Party, 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 fl) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 JLCS 5/33E-4; or (3) any similar offense of any state or of the United Stales of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neifhcr thc 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 (1) the applicable requirements of the Governmental Ethics Ordinance ofthe City, Title 2, Chapter 2-1 56 of the Municipal Code; and (2) all the applicable provisions of Chapter 2-56 ofthe Municipal Code (Office ofthe Inspector General).
Page 6 of 13
6. ' If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Furthcr Ccrtifications), the Disclosing Party must explain below:
None
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified to the above statements.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
For purposes of this Part C, under Municipal Code Section 2-32-455(b), the term "financial institution" means a bank, savings and loan association, thrift, credit union, mortgage banker, mortgage broker, trust company, savings bank, investment bank, securities broker, municipal securities broker, securities dealer, municipal securities dealer, securities underwriter, municipal securities underwriter, investment trust, venture capital company, bank holding company, financial services holding company, or any licensee under the Consumer Installment Loan Act, the Sales Finance Agency Act. or the Residential Mortgage Licensing Act. However, "financial institution" specifically shall not include any entity whose predominant business is the providing of tax deferred, defined contribution, pension plans lo public employees in accordance with Sections 403(b) and 457 of the Internal Revenue Code. (Additional definitions may be found in Municipal Code Section 2-32-455(bK)
CERTIFICATION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is y is riot
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 arc nol and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. Wc further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. 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
Pa»c 7 o f 13
2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
None
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 (he same meanings when .used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Docs 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?
[JYcs [jfcNo
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D. I 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 Cily, or (ii) is sojd fortaxes 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 powcr docs not constitute a financial interest within the meaning of this Part D.
ppesjhc Matter involve a City Property Sale?
[]Ycs []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 dial no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 13
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
The Disclosing Party has searched any and all records ofthe Disclosing Party and any and all predecessor entities for records of investments or profits from slavery, the slave industry, or slaveholder insurance policies from the slavery era (including insurance policies issued lo slaveholders that provided coverage for damage to or injury or death of their slaves) and has disclosed in this EDS any and all such records lo the City. In addition, the Disclosing Parly must disclose the names of any and all slaves or slaveholders described in those records. Failure to comply with these disclosure requirements may make the Matter to which this EDS pertains voidable by the City.
Please check cither I. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment 10 this EDS all requisite information as set forth in that paragraph 2.
_X__1. The Disclosing Party verifies that (a) the Disclosing Parly has searched any and all records of the Disclosing Party and any and all predecessor entities for records of in vestments or profits from slavery, the slave industry, or slaveholder insurance policies, and (b) the Disclosing Party has found no records of investments or profits from slavery, the slave industry, or slaveholder insurance policies and no records of names of any slaves or slaveholders.
2. The Disclosing Party verifies that, as a result of conducting the search-in step 1(a) above, the.
Disclosing Party has found records relating to investments or profits from slavery, the slave industry, or slaveholder insurance policies and/or the names of any slaves or slaveholders. The Disclosing Party verifies that the following constitutes full disclosure of all such records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY-FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Mailer is not federally funded, proceed to Section VII.
A. CERTIFICATION REGARDING LOBBYING
I. List below, the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Parly with respect to the Matter: (Begin list here, add sheets as necessary): .
Page 9 of" 13
(If no explanation appears or begins on the lines above, or if ihc 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.)
The Disclosing Parly 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 anv person or entity lo.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 conncction 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.
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.
Iflhc Matter is federally funded and any funds other than federally appropriated funds have been or will be paid to any person or entity for influencing or attempting 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 Matter, the Disclosing Party must complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The form may be obtained online from the federal Office of Management and Budget (OMB) web site at http://ww'\v\whiiehou.sc\gov/pmb/granls/sllllin.pdf , linked on the page forms.html.
The Disclosing Party certifies that cither: (i) ii 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 Parly 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 Parly must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available lo 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 lo submit the following information with their bids or in writing at the outset of negotiations.
Page 10 of 13
Is the Disclosing Party the Applicant?
[ ] Yes I ] 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.) [JYcs []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?
[ ] Ves [ ] No
Have you.participated in any previous contracts or subcontracts subject to the equal opporl un ity c I a use?
[ ] Yes [ J No
if you checked "No" to question 1. or 2. above, please provide an explanation:
SECTION VII ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
By completing and filing this EDS, Ihc Disclosing Party acknowledges and agrees, on behalf of itself and the.persons or entities named in this EDS, that the Cily may investigate the creditworthiness of some or all of .the persons or entities named in this EDS.
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 Mailer, whether procurement. City assistance, or other City action, and arc material inducements lo 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 ofthe Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full lext 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.
Page 1 1 of 13
II" the City determines thai 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, void or voidable), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Parly to participate in other transactions with ihc.Cily. 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 ibis 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 ihc 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 ibis EDS.
The information provided in this EDS must be kept current, ln the event of changes, the Disclosing ¦Party must supplement this EDS up to the time the City takes action on the M atter. 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.
The Disclosing Party represents and warrants lhat:
The Disclosing Party has not withheld or reserved any disclosures as to economic interests in the Disclosing Parly, or as to the Matter,.or any information, data or plan as to the intended use or purpose for which the Applicant seeks City Council or other City agency action.
For purposes of the certifications in H. 1 . and H.2. below, the term "affiliate" means any person or cniitv lhat, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, oris, 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 the federal government or a state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity.
I. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor arc the Disclosing. Parly or its affiliates delinquent in paying any fine, fee, tax or other charge owed lo the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
H.2 If the Disclosing Party is the Applicant, the Disclosing Party and its affiliates will not use. nor permit their subcontractors to use, any facility on the U.S. EPA'.s List of Violating Facilities in connection with the Matter for the duration of time that such facility remains on the list.
Page 12 of 13
H.3 If ihc Disclosing Parly 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 H.l. and H.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 Parly has reason to believe has nol provided or cannot provide truthful certifications.
NOTE: If the Disclosing Parly cannot certify as to any ofthe items in H.l., H.2. or H.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penally of perjury, the person signing below: (I) warrants, that he/she is authorized to execute this EDS on behalf of the Disclosing Parly, and (2) warrants that all certifications and statements contained in this EDS arc true, accurate and complete as of the date furnished to the Cilv.
Juan Calderon Dalc: 9/29/2016
(Print or type name of Disclosing Party) By: (j .
(sign hci^)
Juan Calderon
(Print or iype name of person signing)
Ch ief Operations Officer
(Print or type title of person signing)
Signed and sworn to before me on (date) ^^\M-'^-;fl.£&4-^
at $,Qq\L- County, (slate)."* '
OFFICIAL SEAL . ' VIOLA SALGADO NOTARY PUSUC-STATE OF ILUNOIS
Page 13 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 Parly" means (1) all executive officers ofthe Disclosing Party 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 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 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 ofthe 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?
[JYcs [JNo [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.