|
This record contains private information, which has been redacted from public viewing.
|
|
Type:
|
Ordinance
|
Status:
|
Failed to Pass
|
|
Title:
|
Designation of municipal depositaries for Year 2017
|
|
Topic:
|
FINANCE FUNDS - Depositories of City/School Funds
|
|
Attachments:
|
1. O2016-8706.pdf
|
OFFICE OF THE MAYOR CITY OF CHICAGO RAHM EMANUEL MAYOR December 14, 2016 TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO Ladies and Gentlemen: At the request of the City Comptroller, I transmit herewith, together with the Treasurer, the designation of Municipal Depositories for 2017. Your favorable consideration of this ordinance will be appreciated. Mayor Very truly yours, ORDINANCE WHEREAS, on September 19th, 20th, 26th, and 27th, 2016, the City Comptroller advertised for bids from national and state banks and federal and state savings and loan associations for interest upon the funds of the City of Chicago and of the Chicago Board of Education to be deposited in banks and savings and loan associations, in accordance with Section 2-32-400 of the Municipal Code of Chicago (the "Code"); and WHEREAS, on or prior to October 28, 2016, the City Comptroller received bids from financial institutions seeking to be designated as municipal depositaries, and subsequently, determined that 14 bidders were eligible to be so designated; and WHEREAS, pursuant to Section 2-32-400 of the Code, the City Comptroller is required to report such bids to the City Council to the end that an award or awards may be made upon such bids; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO: SECTION 1. The following national and state banks and federal and state savings and loan associations, pursuant to an advertisement required by the Code have applied to become municipal depositaries of the City of Chicago and of the Chicago Board of Education for the purpose of holding and paying interest on municipal deposits, and each such financial institution has satisfactorily filed with the City Comptroller the information required by Sections 2-32-430, 2-32-440 and 2-32-450 of the Code: Amalgamated Bank of Chicago; Associated Bank; Bank of America National Association; BMO Harris Bank N.A.; Citibank, N.A.; Fifth Third Bank; First Merit Bank; Illinois Service Federal Savings and Loan Association; JPMorgan Chase Bank, N.A.; MB Financial Bank N.A.; MUFG Union Bank, N.A.; PNC Bank, National Association; Seaway Bank and Trust Company; and Zions Bank SECTION 2. The financial institutions listed in Section 1 are hereby designated as legal depositaries for the City of Chicago and the Chicago Board of Education and the Treasurer of the City of Chicago may deposit monies received by him in any of these institutions in accordance with Sections 2-32-470, 2-32-480 and 2-32-490 of the Code. SECTION 3. To the extent that any ordinance, resolution, rule, order or provision of the Code, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance. SECTION 4. This ordinance shall be effective from and after its passage and approval. S:\Finance\Monroe\MunicipalDepositories2016.ord
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Amalgamated Bank of Chicago
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
|X] the Applicant '
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section Il.B. I.) State the legal name of the entity in
which the Disclosing Party holds a right of control: t_
Business address of the Disclosing Party: 30 N. LaSalle Street
Chicago, IL 60602
Telephone: (312) 822-3188 Fax:(312)267-8770 Email: lryan@aboc.com
Name of contact person: Laura D. Ryan
Federal Employer Identification No. (if you have one)
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP for Payment of Interest on the Monies of the City of Chicago and the Chicago Board of Education.
Which City agency or department is requesting this EDS?p,jty Comptroller
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # . and Contract #
Page I of 13
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
fXJ Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust []
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below alt members, if any, which are legal entities. If there are no such members, write"no members." For trusts, estates or other similar entities, list helow the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name , Title
See attached sheet.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7-5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,.
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar eatity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the . Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Amalgamated Investments Company ¦
30 N. LaSalle Street
Chicago, IL 60602 100%
SECTION 111 - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes $ No.
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than:. (.1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (Indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V" — CERTIFICATIONS .
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child; support obligations by any Illinois court of competent jurisdiction?
[ ] Yes §<] No [ ] No person directly or indirectly owns 10% or more of the
Disclosing Party
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a ftve-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern;
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing. Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractors or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party,. Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4;. or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 .(Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A.
Page 6 of 13
Lf the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. See attached Exhibit.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
|X| is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
if the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes M No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"), Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this PartD.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA. BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection widi the Matter voidable by the City.
X 1, The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step I above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI — CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City arc not federal funding.
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 Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" ¦ appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section
501 (c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ j No
If yon checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
TheDisclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS. will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with ail statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at. www.cityofchicago.orK/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE:. With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding e-ligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. dr F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (!) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) arc true, accurate and complete as of the date furnished to the City.
Amalgamated Bank of Chicago
(Print or type name of Disclosing Party)
Executive Vice President and General Counsel (Print or type title of person signing)
Signed and sworn to before me on (date) i O - St tf-^
at CLt£>fU^, £>. b^lvith.J^llA Notary Public.
Commission expircs:_
Page 12 of 13
Official Seal Carolyn D WHtewst High Nolaiy Public State erf Illinois 1 My Commission Expires 04/23/2017 ¦
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmodier, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all. general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more tiian a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
I ]Yes [XJNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [ ]No [Xj Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
(1 of 2 Exhibits for Amalgamated Bank of Chicago)
EXHIBIT SECTION II. B. 1
AMALGAMATED
Bank of Chicago
DIRECTORS
Steven Cisco John Coli Ronald A. Damashek
Donald Finn Miriam L. Fitzgerald Robert B. Flannery, Jr. Warren Katz David E. Knopp
Frank Libby Ronald E. Powell Rocco Terranova Debra PL Wrobel Robert M. Wrobel
OFFICERS
Robert M. Wrobel, Chairman and Chief Executive Officer
David E. Knopp, President and Chief Operating Officer
James T. Landenberger, Executive Vice President and General Counsel
Scott A. Rupp, Executive Vice President and Chief Financial Officer
(2 of 2 Exhibits for Amalgamated Bank of Chicago)
AMALGAMATED BANK OF CHICAGO
EXHIBIT SECTION V. B. 9
List of Gifts during preceding 12 months
Recipient
Friends of Edward M. Burke
Friends of John Pope
Friends of Roderick Sawyer Friends of Roderick Sawyer Citizens for Reilly Summers for Chicago
Oct 30, 2015 $300.00 (dinner)
Dec 25, 2015 $18.74
(holiday candy)
Feb 10,2016 $250.00
May 16,2016 $250.00
May 16, 2016 $1,500.00
August 11,2016 $500.00
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Amalgamated Investments Company
Check. ONE ofthe following three boxes;
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X a legal entity holding a direct or indirect interest in the Applicant, State the legal name of the Applicant in which the Disclosing Party holds an interest: Amalgamated Bank of Chicago
OR
.3. [1 a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control: .
Business address ofthe Disclosing Party: 30 N. LaSalle Street
Chicago, 1L 60602
Telephone: (312) 822-3188 Fax: (312) 267-8770 Email: lryan@aboc.com
Name of contact person: Laura D. Ryan
Federal Employer Identification No. (if you have one): _
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP for Payment of Interest on the Monies of the City of Chicago and the Chicago Board of Education.
' Which City agency or department is requesting this EDS? City Comptroller
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[] Trust [J
Limited liability company Limited liability partnership Joint venture Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No fcl N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached sheet.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture.
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
See Attached Exhibit.
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 MNo o
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[)^ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must, remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes |XJ No [ ] No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
, []Yes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of. or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications .2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud, embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are nor presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or,, with the Contractor, is'under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged gu:lcy of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
HI A.
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry; the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than S20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
|Xj is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Parly is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [XJ No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.I., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies, The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI — CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.I. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.L and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section
501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, TL 60610, (312) 744-9660'. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the. Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to Verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.I. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal- Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will nor, without the prior written consent of the City, use any such contractor/subcontractor that docs not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to execute this E DS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Amalgamated Investments Company
(Print or type name of Disclosing Party)
By:_^
/^ameji^Landenberger
(P_jiHir type name of person signing)
Secretary
(Print or type title of person signing)
Signed and sworn to before mc on (date) (Q~£ %~£at(p
at CLoo/Cjjl aa^* b . U^I\jCfetJL--4>;!V Notary Public.
Commission expires:
Page 12 of 13
Official Seal Carolyn D Whiteurat High Notary Public State of Illinois My Commission Expitw 04/23/2017
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers of the 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 ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/FROBLEM 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 identiRed as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
t ]Yes [XI No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [ ]No [XJ 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.
(1 of 2 Exhibits for Amalgamated Investments Company)
EXHIBIT SECTION II. B. 1
Investments Company
DIRECTORS
Steven Cisco John T. Coli Robert B. Flannery, Jr. Debra H. Wrobel Robert M. Wrobel
OFFICERS
Robert M. Wrobel David E. Knopp Scott A. Rupp James T. Landenberger Laura Malier William J. Dunn
Chairman ofthe Board and President ofthe Company Vice President
Vice President & Chief Financial Officer Secretary
Vice President/Audit Assistant Secretary
(2 of 2 Exhibits for Amalgamated Investments Company)
AMALGAMATED INVESTMENTS COMPANY
EXHIBIT SECTION II. B. 2.
Name
Robert M. Wrobel Trust dated November 13, 1997
Debra H. Wrobel Trust dated November 13, 1997, as amended on March 16, 2006
Business Address
Amalgamated Bank of Chicago 30 North LaSalle Street Chicago, Illinois 60602
Amalgamated Bank of Chicago 30 North LaSalle Street Chicago, Illinois 60602
Percentage Interest in the Disclosing Party
26.21%
8.45%
In addition, Debra H, Wrobel serves as Trustee for 3 separate trusts as follows:
Trusts for 3 minor Wrobel children 5,47 % each for total of
16.41%
Miriam S. Lutwak 1764 Lake Ave 11.03% - composed as
individually and as Trustee Highland Park, Illinois 60035 follows:
Miriam Lutwak Fitzgerald individually .11% Miriam S. Lutwak, Trustee
Marcel Lutwak Irrevocable Insurance Tr 4.10%
Miriam S. Lutwak, Trustee
Miriam S. Lutwak Revocable Tr 6.83%
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Robert M. Wrobel Trust dated November 13, 1997.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: AMALGAMATED BANK OF CHICAGO
OR
3. [] a legal entity with a right of control (see Section Il.B.I .) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: Amalgamated Bank of Chicago. 30 N. LaSalle St.
Chicago, 1L 6Q6Q2
Telephone: (312) 822-3188 Fax: (312) 267-8770 Email; LRYAN@ABOC.COM
Name of contact person: Laura D. Ryan
Federal Employer Identification No. (if you have one): N/A
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP for Payment of Interest on the Monies ofthe City of Chicago and the Chicago Board of Education.
Which City agency or department is requesting this EDS? City Comptroller
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page I of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
.1. Indicate the nature ofthe Disclosing Party:
[] Person [J Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[] Sole proprietorship [] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[X| Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or. organization, if applicable:
TRUSTS nOVFRNFD RY II I INOIS I AW. ,
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
•>
[]Yes []Np [p/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such, members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must.submit an EDS on its own behalf
Name Title
Robert M. Wrobel Trustee
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 ina partnership or joint venture.
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
See Attached Exhibit.
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[] Yes [XjNo
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (I) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
'Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained, or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
ft] Check, here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities, SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 1 0% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes b<] No [ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
? Yes [j No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult fOr defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civii action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
¦ any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to tire direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
NONE.
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS., to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
NONE.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [XJ is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes (XJ No
NOTE: If you checked "Yes" to'Item D.I., proceed to Items D,2. and D.3. If you checked "No" to Item D.I., proceed to PartE.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to. the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Docs the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.I., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13.
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
^_1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step I above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.I. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in. which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 19S6 but has not engaged and will not engage in "Lobbying Activities",
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[JYes []No If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes []No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[JYes []No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII -- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands thai it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityOfchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at, law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in th c payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City, This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, properly laxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Parly and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parlies List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that docs not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true,, accurate and complete as of the date furnished to the City.
Robert M. Wrobel Trust dated November 13, 1997. (Print or type name of Disclosing Party)
By: ^ Vy UlA
(Sign here)
ROBERT M. WROBEL, as Trustee
(Print or type name of person signing)
(Print or type title of person signing)
Signed.and sworn to before me on (date) [Q ~3 ff'rl&Q/(^O, al C-GOk— County, (stale).
GlUA.4^U. S.LtJ^^f4^C Notary Public. Commission expires:
Page 12 of 13
Official Seal Carolyn DWhteuret High Notary Public State of Illinois My Smlitai««B^O«a^
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists'if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more'than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers"- means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [XJ 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 SCOFFLAVV/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [ ]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ] Yes [ ] No [ J Not Applicable
3. If yes to (I) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
(1 of 1 Exhibits for Robert M. Wrobel Trust)
Robert M. Wrobel Trust dated November 13,1997
EXHIBIT SECTION II. B. 2.
Percentage Interest in the
Name Business Address Disclosing Party
Amalgamated Bank of Chicago 30 N. LaSalle Street Chicago, Illinois 60602
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Debra H. Wrobel Trust dated November 13. 1997, as amended on March 16, 2006.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[J the Applicant
OR
|X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name ofthe Applicant in which the Disclosing Party holds an interest: AMALGAMATED BANK OF CHICAGO
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: Amalgamated Bank of Chicago, 30 N. LaSalle St.
Chicago, IL 60602
Telephone: (312) 822-3188 Fax: (312) 267-8770 Email: LRYAN@ABOC.COM
Name of contact person:; Laura D. Ryan
Federal Employer Identification No. (if you have one): N/A
F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to
which this EDS pertains. (Include project number and location of property, if applicable):
RFPfor Payment of Interest on the Monies ofthe City of Chicago and the Chicago Board of Education.
G. Which City agency or department is requesting this EDS? City Comptroller
If the Matter is a contract being handled by the City's Department of Procurement.Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF TPIE DISCLOSING PARTY 1. Indicate the nature ofthe Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
M Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
TRUSTS GOVERNED BY ILLINOIS LAW.
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No |X] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Debra H. Wrobel Trustee
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,.
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
See Attached Exhibit.
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 [XJ No
If yes, please identify below the riame(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
$ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes DA No [ ] No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e,g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Apphcant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for -doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. I. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for,, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the.Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (I) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
Page 6 of 13
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS,, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none")-
NONE
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
NONE.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[Jis [X] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-3.2 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above,, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[JYes |X] No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively^ "City Property Sale"). Compensation, for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E, CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A, CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 19S6; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[]Yes []No If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Yes [JNo
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII-- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics* 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating, the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection.with the Matter certifications equal in form and substance to those in F. ]. and F.2, above and will not, without the prior written consent of the City, use any such contractor/subcontractor that docs not provide such certifications or that, the Disclosing Party has reason to believe has not provided or cannot provide truthful ccrlifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. iF.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1 ^warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) arc true, accurate and complete as of the date furnished to the City. Debra H. Wrobel Trust dated November 13, 1997,
as amended on March 16, 2006.
(Print or'lrypc name of Disclosing Party)
(Sign here)
By:
DEBRA H. WROBEL, as Trustee
(Print or type name of person signing)
(Print or type title of person signing)
X^Z_ (state).
Signed and sworn to before me on
at _ County,
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section n.B. I .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members Of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
.[ ] Yes [X| No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [ ]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [ ]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
(1 of 1 Exhibits for Debra H. Wrobel Trust)
Debra H. Wrobel Trust dated November 13,1997, as amended on March 16,2006
EXHIBIT SECTION II. B. 2.
Percentage Interest in the
Name Business Address Disclosing Party
Amalgamated Bank of Chicago 30 N. LaSalle Street Chicago, Illinois 60602
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Associated Bank, N.A.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
y the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
"3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name ofthe entity in
which the Disclosing Party holds a right of control:
. , 200 East Randolph Drive
B. Business address of the Disclosing Party:
Chicago, IL 60601
847-641-9655 312-861-0261 Carl.Abrahamson@AssociatedBank.com
Telephone: Fax: Email:
Carl Abrahamson
Name of contact person:
E. Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
City of Chicago and Chicago Board of Education RFP for Payment of Interest on Municipal Depositories
Chicago Department of Finance
Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
... . „ N/A N/A
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
[ ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust | /1 Other (please specify)
National Association
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
N/A
3. For legal entities not organized in the State of Illinois: Has the organization registered to do
business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No / N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title Please see Exhibit "A" attached
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
None
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[/ICheck h ere if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No J No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
B.; FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1 -23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one)
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary): None
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes |/]No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
______ 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
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 Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII — ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Associated Bank, N.A.
(Print or type name of Disclosing Party)
By: fi\A-S (jA^C. ^WuU (M/V (Sign here)
Carl Abrahamson
(Print or type name of person signing)
Senior Vice President - Government Banking (Print or type title of person signing)
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Parmer thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more Uian 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?
[ JYes
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.
1. Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes /
2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes /No [ ] Not Applicable
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.
fN CM LH U3
i e
|1010|
ii i
33
Ii
I
IlJ
•I
1 I <
i
i.j
>.'-}
ii
!
i
i
Native American 5§!
1 < T-i T 5 2 1
! Si 5 2 1
id § § §
w
AM Economic Disclosure Statement
BOARD OF DIRECTORS
William R. Hutchinson
Chairman.
Associated Banc-Corp
President.
W. R. Hutchinson &
Associates, Inc.
R. Jay Gerken
Director of 18 mutual funds associated with Santord C. Bernstein Fund, Inc
Cory L. Nettles
Founder & Managing Director. Generation Growth Capital. Inc
JohnF. Bergstrom
Chairman&
Chicl L\ci;iit.:vr OMici-
Bergstrom Corp.
Robert A. Jeffe
Managing Partner & Founder, Source Rock Energy Partners
J. Douglas Quick
Chairman. Lakeside Foods. Inc
Ruth M.Crowley
Executive Vice President, Summit Resources International
Eileen A. Kamcrick
Adjunct Professor of Law& Consultant
Karen T. van Lith
Consultant
Philip B. Flynn
President &
Chief F.xecu live 0(licet-. Associated Banc-Corp
Richard T. Lorn men
Chairman. Courtesy Corp.
John (Jay) B. Williams
Chairman.
Milwaukee Public Museum
EXECUTIVE COMMITTEE
Philip B. Flynn
President & Chief Executive 01 lifer
Judith M.Docter
Chief Human Ri:siMirct:.s Oilier
Scott S.Hickey
ChiefCrcdit Oilicer
David L. Stein
Head of Consumer & Commercial Banking
William M.Bohn
Head of Private Client & Institutional Services
Randall J. Erickson
General Counsel & Corporate Secretary
Timothy J.Lau
Head of
Community
Markets
John A. Utz
Head of Corporate Bankings Milwaukee Market President
Christopher J. Del Moral-Niles
Chief Financial Oliiei.T
Patrick J. Derpinghaus
Chief Audit Executive
BreckF. Hanson
Vice Chairman & Chicago Market President
Arthur G. Heise
Ciiu:i Risii OiLcu:
Christopher C. Piotrowski
Chief Marketing
Oilicer
Paul G. Schmidt
Head of Commercial Real Estate
Jim Yee
Chief Information & Operations Oilu'er
-10-
Associated
Bank
ASSOCIATED BANK, NATIONAL ASSOCIATION BOARD OF DIRECTORS REGULAR MEETING APRIL 24, 2008
RESOLUTION
RESOLVED, that any one of the following officers may sign or endorse stock/bond powers, certificates of title, deeds, or other instruments of title or ownership in order to effect sate or transfer of assets, veal or personal, owned by or held in the name of Associated Bank, Notional Association, in its name or in a fiduciary capacity. Any one of the following officers may attest to or guaranty the signature of anolher officer on such documents. None of these officers may sign the same document in more than one capacity.
Chief Executive Officer President
Senior Executive Vice President Executive Vice President Senior Vice President Vice President
FURTHER RESOLVED tliat any one ofthe above officers ofthe Company is hereby authorized and empowered in the name of and on behalf of this Company and under its corporate seal to execute any and all agreements, contracts, assignments, endorsements, and issue checks or any drafts, reports, mortgage documents, and other papers in connection with such documents; and
Any one of the following officers may place orders or otherwise effect the purchase of securities or other assets for any fiduciary accounts of Associated Bank, National Association:
Chief Executive Officer President
Senior Executive Vice President Executive Vice President Senior Vice President Vice President
Associated
Bank
ASSOCIATED BANK NATIONAL ASSOCIATION BOARD OF DIRECTORS REGULAR MEETING OCTOBER 23, 2008
RESOLUTION
RESOLVED, that the individuals listed on the attachment hereto, dated October 1, 2008, be elected (o the office set forth on said attachment to serve until the first meeting of the Board of Directors held after the next Annual Meeting of Shareholders or until ihcir successors have been duly qualified and elected.
FURTHER RESOLVED, thai nransigcmcnt has the freedom to insure proper staffing review and implement promotions set salaries revise job descriptions .and make title changes henceforth as warranted;
FURTHER RESOLVED, that the Board and management hereby ratify all actions previously taken as authurized herein.
Active Associate Officer List
Report Dale 10/01/2008
Associated Bank
Associated Bank, NA
; Chairman £.CEP. Beldenuin, PaulS
pmiricm a can
Binder, Lisa. G
y.npf iiMve Vice Prnlrimt
Baumgarten. Dav'id A Bodacjei. Brian R Curtis, Robert D Oocter, Judith M King, Gordon C Krakoti, Dannl; j Lull, Robert E McGuJre. SSeptWR C . MeMullen.MaritJ Milter, Michael J Olwn, Arthur 6 Papacrirlstou, Kick
Qirlnlan.MarkO SctiO$»r, Douglas M Sdner. Josotft B Slela David L Thompson, David M Thuuby, Palo G Wobor, Gordon J
. Rtfinnnl Prenhtwn
BiandiL Slspnen M Oempioy, Michael P Hogon, Dsnrs F McCarthy, George J Ralnhart. Martin p Schaefe/. Cory u
Spmpr-Vitf PrMidtnt
Adler, Todd L Avery. Lorrainn Banacti, Alar W Baited, Todd A Basics, Ruia Bai»r, David G BtarsehDi*. RoyL Brennan, MalBicw 8 Cafazza. Chaitas A Comet. Michael P Ooxler. Michael A DlerMng, William H Doll, Tftomos E Duranl. Karl E
EhwhanJI, JodlL Egcfl son. Kurt D Fecteec Scott A Fife. Barry J Finn. Michael R Francis, lioyd 0
. Genrke. Joveph J Geurlnk. Terry L Gtytas. VolortlneJ Greer, Michael R Grey. JosepM C Hansen, Oayid G
Pog» 1
Associated Bank, ISA
ftrnlnrVloPrreiilpnt
Hoflman, Parnoia S Home, Pat Hueg. Michael R Kaspere*. Kovln K Klatkar. AfanB
i Klick. Thomas W Kohlbeck. Douglas M Kotnour. Timothy J Kuipors, Michael ? La Muc, JulianS Lartnn. Gregory A
- larvlck. Jeffery S
Loom. Mark R Uoyd.OonatdJ Loveless, Patrick L Miliar, OsnJ MaitdevUo. Patriex L Massell. Danlo) D
j Utalth. Phillip W Mayne, Christopher L hUBftJo. Kevin J McPoek, Mike A Miller, Daniel J Moetiwig,DaviriA Morse, CaroiA Navarro, Anthony J Mauman. Shawn P Peterson. Rulh J Pophal, OoHqlL Radoske, JoArn P Rausch, StclIT Rhyrwr.KathyM Roias. Mark A Saccol. Ronald G SchrompD. Jell M Senanayako. Saryaya
Shaw. Bflrrard K Snliti. Josoph J Spencer, Ann M Splelmann, Donna A Slansbuiy, Tracy J Stcco, Steven D Stone. Brett P Van-Belling ar, Dartei R Walker, Sutan A Waller, oafs A tVarsek, Gregory T Way, Pa m E Wchronijgrg, Alan H Weisto, Edward J Whalen. Karen K WSson. James F Wrile. Craig J Woldt.JoanA
Viata. Matthew F. Zimmerman, Michael H
Vire Pr«Mf»«
ADrohamton, Crat H Ball, Susan c Bambarge/, Steven K Barnes. Edwin N Baur, John J Beany, Karen Baekwiih. John Bciermann. Anthony E Benson, Leroy A
Pace 2
I
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I--GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Bank of America National Association
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[x] the Applicant
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 100 North Tryon Street
Charlotte, NC 28255
Telephone: 312.904.8357 Fax: 312,453,4568 Email: iulie.conenna@baml.com
Name of contact person: JulieConenna
Federal Employer Identification No. (if you have one): .
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP- Municipal Depository for City of Chicago and Chicago Board of Education
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
Indicate the nature of the Disclosing Party:
Person [ ] Limited liability company
Publicly registered business corporation [ ] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [ ] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership [ ] Yes [ ] No
Trust [x] Other (please specify)
National Association
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
National Banking Association organized under the laws of the United States
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[]Yes []No [X]N/A
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit E
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
BANA Holding Corporation 100 N.Tryon Street Charlotte NC 28255 100%
SECTION III -- BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
BJ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. , Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See Attached Addendum A for additional information related to certifications
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
nana
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary): Makes the above plegde
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [>3 No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes fc| No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.I. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[X] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
^4 Yes []No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
Jft Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
^1 Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Bank of America National Association
(Print or type name of.Disclosing Party)
.By: {Jill h(?M/\$A ,
(Sign/here)
(Print or type name of person signing) (Print or type title of person signing)
Signed and sworn to before me on (date)
at C (DOV . County, TJjfiAOlS (state).
_ Notary Public.
£ "OFFICIAL SEAL"|910|i§rt,s)Gnr\lCommission expires: McX*/ (/ 7, /Xt/I & \ , Notary Public - State of Illinois *t
~Tj y 1 —|99|My Cofnin'ssion Expires May 09,2018
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Parry or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [XJNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ JYes [X]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
Exhibit E
Bank of America, National Association 10/4/2016
Board of Directors
Allen, Sharon L. Bies, Susan S. Bovender, Jr., Jack O. Bramble, Frank P. de Week, Pierre Donald, Arnold W. Hudson, Linda P. Lozano, Monica C. May, Thomas J. Moynihan, Brian T. Nowell III, Lionel L. Yost, R. David White, Michael D. Woods, Thomas D.
Senior Officers
Moynihan, Brian T. Athanasia, Dean C.
Bessant, Catherine P. Bless, Rudolf Donofrio, Paul M. Greener, Geoffrey Helms, Mark Tyler Hussein, Sajid Fazal Kim, Hannah H.
Laughlin, Terrence P. Leitch, David Lynch, Gary G. Magasiner, Andrei G. Montag, Thomas K. Nguyen, Thong Smith, Andrea B. Thompson, Bruce R. Jeffries, Ross E. Costamagna, Christine M. Fadina, Abby Gilliam, Allison L. Kalsi, Bhupinder Mogensen, Lauren Tai, Nina
President, Chief Executive Officer
President, Preferred & Small Business Banking, Co-Head -
Consumer Banking
Chief Operations and Technology Officer Chief Accounting Officer Chief Financial Officer Chief Risk Officer
Assistant Vice President, Assistant Secretary
Managing Director, Associate General Counsel
Senior Vice President, Assistant General Counsel, Assistant
Secretary
Vice Chairman, Global Wealth & Investment Management Global General Counsel Vice Chairman Treasurer
Chief Operating Officer
President, Retail Banking, Co-Head - Consumer Banking
Chief Administrative Officer
Vice Chairman
Corporate Secretary
Assistant Secretary
Assistant Secretary
Assistant Secretary
Assistant Secretary
Assistant Secretary
Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIDT ADDENDUM A
INTRODUCATION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation (the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers, and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These reports include disclosures of investigations and other matters as required by federal law and are publicly available. These reports can also be accessed at the following website: http.7/investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-irhome . These reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank make all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These reports can be provided upon request or can be accessed at the following website:
.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing the questionnaire, without independent inquiry, BANA further clarifies its response to this statement as follows.
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Forms 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These reports include all disclosures as required by federal law including those pertaining to material business matters such as, litigations, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. The Reports are publicly available at the following website:
. Further, BANA has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
. In addition, BANA's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and also publicly available. Outside of such Reports and the publicly
available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at: .
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at:
.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 State Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities Exchange Commission (SEC). The global resolution with the federal and state entities provided for payment of restitution to the IRS and municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry- wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America has met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York
Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement
agreement with numerous State Attorneys General (including the New York Attorney General). In
recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an
exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's
extensive cooperation with the investigations in this matter. In addition, this exhibit describes the
importance of the Bank's cooperation to the Attorneys General investigation. In recognition ofthe
Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that
"no provision contained in the settlement agreement is intended to be construed as a mandate or
recommendation to any independent suspension and/or debarment authority regarding a decision to
disqualify, suspend or debar Bank of America ... from engaging in the provision of any financial
services including, but not limited to, the marketing sale or placement of municipal bond derivatives or
any other state business "
On or about March 18,2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct ofthe affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9,2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and §1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22,2014. On or about December 7, 2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24,2002 and was terminated by Bank of America on or about August 16,2002.
On or about March 30, 2011, Brian Zwemer pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and § 1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwerner was sentenced on July 25,2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26,2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in the violation of 18 U.S.C. 371 and 1343, (ii) wire fraud in violation of 18 U.S.C. 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. 371 and 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Murphy was sentenced on May 18, 2015. On or about December 31, 2014, the Securities and Exchange Commission entered an Administrative Order against Mr. Murphy related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Murphy from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. In January 2015, Mr. Murphy entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Murphy engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Murphy was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also required Mr. Murphy to pay a $15,000 civil monetary penalty. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.
Importantly, Bank of America was the first and only entity to self -report evidence to the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators in January 2007, as a result ofthe Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
BANK OF AMERICA, NATIONAL ASSOCIATION ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, Elizabeth A. Pryor, an Assistant Secretary of Bank of America, National Association, a national banking association organized and existing under the laws ofthe United States of America (herein, the "Bank"), having its principal place of business in the City of Charlotte, State of North Carolina, United States of America, does hereby certify:
That she is a duly elected, qualified and acting Assistant Secretary ofthe Bank.
That the following named person has been properly designated and assigned to the office in the Bank as indicated below; and that such person hold such office at this time:
Julie L. Conenna Vice President
3. That the following is a true and complete copy of an excerpt from the Bylaws of said Bank, and the same is in full force and effect as of the date hereof:
Section 5.2. Execution of Instruments. All indentures, mortgages, deeds, conveyances, contracts, notes, loan documents, letters of credit, master agreements, swap agreements, guarantees, discharges, releases, satisfactions, settlements, affidavits, bonds, undertakings, powers of attorney, and other instruments or contracts may be signed, executed, acknowledged, verified, attested, delivered or accepted on behalf of the Association by the Chairman of the Board, the Chief Executive Officer, the President, any Vice Chairman of tho Board; any Division President, any Managing Director, any Director (as described in Section 4.7 of these Bylaws), any Principal, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Officer, or any individual who is listed on the Association's personnel records in a position equal to any of the aforementioned officer positions, or such other officers, employees or agents as the Board of Directors, the Chief Executive Officer or any officer reporting directly to the Chief Executive Officer may direct in a written delegation kept in the minute book of the Association. The provisions of this Section 5.2 are supplementary to any other provision of these Bylaws and shall not be construed to authorize execution of instruments otherwise dictated by law.
IN WITNESS WHEREOF, I have hereupon set my hand this 22nd day of October,
Elizabeth A. Pryor Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT ADDENDUM SECTION V -B 1, 2, 3 AND 4
INTRODUCTION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation (the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016 and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Form 8-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These Reports include disclosures of investigations and other matters as required by federal law and are publicly available. These Reports can also be accessed at the following website:
hUp://investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-irhome. These Reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank makes all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These Reports can be provided upon request or can be accessed at the following website:
.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing this questionnaire, without independent inquiry, BANA further clarifies its response to this statement, as follows:
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These Reports include all disclosures as required by federal law including those pertaining to material business matters such as litigation, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. These Reports are publicly available at the following website: ' . Further, BANA has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions
may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at: . In addition, BANA's registered brokcrdealcr and investment adviser subsidiaries make all required disclosures on their Form BDs as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are also publicly available. Outside of such Reports and the publicly available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BDs as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent, Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at
.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 Stale Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities and Exchange Commission (SEC). The global resolution with these federal and state entities provided for payment of restitution to the IRS and to municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement agreement with numerous State Attorneys General (including the New York Attorney General). In recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's extensive cooperation with the investigations in this matter. In addition, this exhibit describes the importance of the Bank's cooperation to the Attorneys General investigation. In recognition ofthe Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that "no provision contained in the settlement agreement is intended to be construed as a mandate or recommendation to any independent suspension and/or debarment authority regarding a decision to disqualify, suspend or debar Bank of America . . . from engaging in the provision of any financial services including, but not limited to, the marketing sale or placement of municipal bond derivatives or any other state business . . "
On or about March 18, 2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9, 2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and §1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22, 2014. On or about December 7, 2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24, 2002 and was terminated by Bank of America on or about August 16, 2002.
On or about March 30, 2011, Brian Zwerner pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and §1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwerner was sentenced on July 25, 2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26, 2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and §1343, (ii) wire fraud in violation of 18 U.S.C. § 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and § 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Murphy is awaiting sentencing. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.|1010|CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: BANA Holding Company
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: S eeExhibit 1
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 100 North Trvon Street
Charlotte, NC 28255
Telephone: 312.904.8357 Fax: 312.453.4568 Email: iulie.conenna@baml.cnm
Name of contact person: Ju lie a>n enra
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP- Municipal Depository for City of Chicago and Chicago Board of Education
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[>3 Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
? Trust []
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[JYes [JNo t^N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit D
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
BAC North America Holding Company 100 N. Tryon Street Charlotte, NC 28255 100%
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 [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
y Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantia] owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [x] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See Attached Addendum A for additional information related to certifications
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
Nnnfl
9. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[X] is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary): Makes the above plegde
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes H No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes W No
If you checked "Yes" to Item D. I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x l. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
BANA Holding Corporation
(Print or type name of Disclosing Party)
(Print or type name of person signing)
(Print or type title of person signing'
Signed^and sworn to before mean (date) at LOO IC County, Zl/fiinOtS (state).
H&qbtL aft.
Commission expires:
Page 12 of 13
"OFFICIAL SEAL" TAWANA C BENFORD
Notary Public - State of Illinois ; My Commission Expires May 09,2018
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership"; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name 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 SCOFFLAW7PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [X]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [X]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
BANK OF AMERICA CORPORATION
100%
NB HOLDINGS CORPORATION
100%
BAC NORTH AMERIC/ \ HOLDING COMPANY
100%
BANA HOLDING CORPORATION
100%
BANK OF AMERICA, NATIONAL ASSOCIATION
Exhibit D BANA Holding Corporation 10/4/2016
Board of Directors
Borthwick, Alastair Nguyen, Thong Scrivener, Thomas M.
Officers
Scrivener, Thomas M. Bless, Rudolf Ankrom. Michael Jeffries, Ross E. Litsey, Jana J. Bennett, Jennifer E.
Billings, Eric R.
Bowman, Charles F. Chang, Gale
Fox, William J. Garrison, Elizabeth Hille, Richard J. Jones, Angela C. McAvoy, Sarah L. F. McNairy, William L. Mogensen, Lauren Perrin, Ellen A.
Sak, Pamela Templeton, William W. Thayu, Radhi Wertz, Phillip A. Magasiner, Andrei G Costamagna, Christine M. Gilliam, Allison L. Johnson, Colleen O. Tai, Nina
Chairman of the Board, President, Chief Executive Officer Chief Accounting Officer and Chief Financial Officer Chief Risk Officer
Managing Director, Secretary, Deputy General Counsel Deputy General Counsel
Managing Director, Associate General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President-Tax Senior Vice President
Senior Vice President, Assistant General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel Senior Vice President, Associate General Counsel Senior Vice President, Assistant General Counsel Senior Vice President, Associate General Counsel Treasurer Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIDT ADDENDUM A
INTRODUCATION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation {the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers, and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These reports include disclosures of investigations and other matters as required by federal law and are publicly available. These reports can also be accessed at the following website: zhtml?c=71595&p=irol-irhome. These reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank make all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These reports can be provided upon request or can be accessed at the following website:
zhtml?c=71595&p=irol-irhome.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing the questionnaire, without independent inquiry, BANA further clarifies its response to this statement as follows:
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Forms 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These reports include all disclosures as required by federal law including those pertaining to material business matters such as, litigations, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. The Reports are publicly available at the following website:
com/phoenix.zhtml?c=71595&p=irol-sec. Further, BANA has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
qov/EnforcementActions. In addition, BANA's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and also publicly available. Outside of such Reports and the publicly
available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at: .
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at:
http://investor.bankofamerica.com/phoenix.zhtml.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 State Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities Exchange Commission (SEC). The global resolution with the federal and state entities provided for payment of restitution to the IRS and municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry- wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America has met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement agreement with numerous State Attorneys General (including the New York Attorney General). In recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's extensive cooperation with the investigations in this matter. In addition, this exhibit describes the importance of the Bank's cooperation to the Attorneys General investigation. In recognition ofthe Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that "no provision contained in the settlement agreement is intended to be construed as a mandate or recommendation to any independent suspension and/or debarment authority regarding a decision to disqualify, suspend or debar Bank of America ... from engaging in the provision of any financial services including, but not limited to, the marketing sale or placement of municipal bond derivatives or any other state business .."
On or about March 18, 2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9,2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and § 1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22,2014. On or about December 7,2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24,2002 and was terminated by Bank of America on or about August 16,2002.
On or about March 30,2011, Brian Zwerner pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and §1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwerner was sentenced on July 25,2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct ofthe affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26,2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in the violation of 18 U.S.C. 371 and 1343, (ii) wire fraud in violation of 18 U.S.C. 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. 371 and 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Murphy was sentenced on May 18, 2015. On or about December 31, 2014, the Securities and Exchange Commission entered an Administrative Order against Mr. Murphy related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Murphy from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. In January 2015, Mr. Murphy entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Murphy engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Murphy was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also required Mr. Murphy to pay a $15,000 civil monetary penalty. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.
Importantly, Bank of America was the first and only entity to self-report evidence to the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators in January 2007, as a result ofthe Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8,2010.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: BAC North America Holding Company
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: See Exhibit 1
OR
3. [] a legal entity with a right of control (see Section II.B. I.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 100 North Tryon Street
Charlotte, NC 28255
Telephone: 312.904.8357 Fax: 312.453.45eB Email: iuiie.conenna<5>baml.com
Name of contact person: Jule (Snenna
E. Federal Employer Identification No. (if you have one)
F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP- Municipal Depository for City of Chicago and Chicago Board of Education
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract U
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[>_ Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [>3 No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit C
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
NB Holdings Corporation 100 N. Tryon Street Charlotte. NC 28255 100%
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
*
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
° any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See Attached Addendum A for additional information related to certifications
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
Nona
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[X] is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary): Makes the above plegde
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [>? No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D. 1., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes |x] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1 -23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
BAC North America Holding Company (Print or type name^f Disclosing Party)
(Sign here)
(Print or type name of person signing) (Print or type title of person signing
Signedjand sworn to before me on (date)
at CO0/(-^ County, *£JUgC£> (state).
Notary Public.
Commission expires:
Page 12 of 13
"OFFICIAL SEAL" TAWANA C BENFORD
Notary Public - State of Illinois My Commission Expires May 09,2018
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. St is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members 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 ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [X]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [X]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
BANK OF AMERICA CORPORATION
100%
NB HOLDINGS CORPORATION
100%
BAC NORTH AMERIC/ V HOLDING COMPANY
100%
BANA HOLDING CORPORATION
100%
BANK OF AMERICA, NATIONAL ASSOCIATION
Exhibit C
BAC North America Holding Company 10/4/2016
Board of Directors
Donofrio, Paul M. Scrivener, Thomas M. Smith, Andrea B.
Officers
Scrivener, Thomas M. Bless, Rudolf Greener, Geoffrey Jeffries, Ross E. Litsey, Jana J. Bennett, Jennifer E.
Billings, Eric R.
Bowman, Charles F. Chang, Gale
Fox, William J. Garrison, Elizabeth Hille, Richard J. Jones, Angela C. McAvoy, Sarah L. F. McNairy, William L. Mogensen, Lauren Perrin, Ellen A.
Sak, Pamela Templeton, William W. Thayu, Radhi Wertz, Phillip A. Magasiner, Andrei G. Costamagna, Christine M. Gilliam, Allison L. Johnson, Colleen O. Tai, Nina
Chairman of the Board, President, Chief Executive Officer Chief Accounting Officer Chief Risk Officer
Managing Director, Secretary, Deputy General Counsel Deputy General Counsel
Managing Director, Associate General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President-Tax Senior Vice President
Senior Vice President, Assistant General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel Senior Vice President, Associate General Counsel Senior Vice President, Assistant General Counsel Senior Vice President, Associate General Counsel Treasurer Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIDT ADDENDUM A
INTRODUCATION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation (the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers, and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These reports include disclosures of investigations and other matters as required by federal law and are publicly available. These reports can also be accessed at the following website: http7/investor.bankofamerica.com/phoenix zhtml?c=71595&p=irol-irhome. These reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank make all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These reports can be provided upon request or can be accessed at the following website:
http.//investor.bankofamenca.com/phoenix zhtml?c=71595&p=irol-irhome.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing the questionnaire, without independent inquiry, BANA further clarifies its response to this statement as follows:
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Forms 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These reports include all disclosures as required by federal law including those pertaining to material business matters such as, litigations, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. The Reports are publicly available at the following website:
con-i/phoenix.zhtml?c=71595&p=irol-sec. Further, BANA has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
occ qov/EnforcementActions. In addition, BANA's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and also publicly available. Outside of such Reports and the publicly
available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at: .
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at:
. com/phoenix. zhtml?c=71595&p-irol-reportsannual.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 State Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities Exchange Commission (SEC). The global resolution with the federal and state entities provided for payment of restitution to the IRS and municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry- wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America has met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York
Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement
agreement with numerous State Attorneys General (including the New York Attorney General). In
recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an
exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's
extensive cooperation with the investigations in this matter. In addition, this exhibit describes the
importance of the Bank's cooperation to the Attorneys General investigation. In recognition ofthe
Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that
"no provision contained in the settlement agreement is intended to be construed as a mandate or
recommendation to any independent suspension and/or debarment authority regarding a decision to
disqualify, suspend or debar Bank of America . from engaging in the provision of any financial
services including, but not limited to, the marketing sale or placement of municipal bond derivatives or
any other state business "
On or about March 18, 2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9,2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and § 1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United Slates District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22,2014. On or about December 7, 2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24,2002 and was terminated by Bank of America on or about August 16,2002.
On or about March 30,2011, Brian Zwerner pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and § 1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwemer was sentenced on July 25,2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26, 2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in the violation of 18 U S C. 371 and 1343, (ii) wire fraud in violation of 18 U.S.C. 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. 371 and 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr Murphy was sentenced on May 18, 2015. On or about December 31, 2014, the Securities and Exchange Commission entered an Administrative Order against Mr. Murphy related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Murphy from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. In January 2015, Mr. Murphy entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Murphy engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Murphy was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also required Mr. Murphy to pay a $15,000 civil monetary penalty. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.
Importantly, Bank of America was the first and only entity to self-report evidence to the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators in January 2007, as a result of the Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8. 2010.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: NB Holdings Corporation
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: See Exh Hit 1
OR
3. [ J a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 100 North Tryon Street
Charlotte, NC 28255
Telephone: J312.904.8357 Fax: 312.453.4568 Email: juiie.cnnennaName of contact person: Julie Cone nna
Federal Employer Identification No. (if you have on.,. ,_
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP- Municipal Depository for City of Chicago and Chicago Board of Education
G. Which City agency or department is requesting this EDS? Department of Fin ai ce
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
] Person [ ]
>5 Publicly registered business corporation [ ]
] Privately held business corporation [ ]
] Sole proprietorship [ ]
] General partnership (Is
] Limited partnership
] Trust []
Limited liability company
Limited liability partnership
Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes p<] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Bank of America Corporation 100 N. Tryon Street Charlotte, NC 28255 100%
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
rjj Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1 -23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
° any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common . control of another person or entity;
- any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See Attached Addendum A for additional information related to certifications
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
N_ne.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
1. The Disclosing Party certifies that the Disclosing Party (check one)
[XJ is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2, If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary): Makes the above plegde
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [>3 No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes y No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
NB Holding Corporation
(Sign here) i(\A I 4-1
(Print or type name of Disclosjjag Party)
By:
(Print or type name of person signing) (Print or type title of person signing)
Signed and sworn to before meon (date) at (LOdlC^ County, ^j///j[OfS (state).
Notary Public.
Commission expires:
J TAWANA C BENFORO *
7/ / f Notary Public State of Illinois |
V ? *«yComrnis8ion Expires May 09 2018 X
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It Is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [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 ofthe Municipal Code?
[ ]Yes [X]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
I BANK 0- AMERICA CORPORATION
100%
i 1 NB HOLDINGS'CORPORATION j
100%
NORTH AMERICA HOLDING COMPANY
100%
BAN A HOLDING CORPORATION
100%
BANK OF AMERICA, NATIONAL ASSOCIATION
Exhibit A NB Holdings Corporation 10/4/2016
Board of Directors
Athanasaia, Dean C. Bessant, Catherine P. Scrivener, Thomas Matthew
Officers
Scrivener, Thomas Matthew Bless, Rudolf Ankrom, Michael Jeffries, Ross E. Litsey, Jana J. Bennett, Jennifer E.
Billings, Eric R.
Bowman, Charles F. Chang, Gale
Fox, William J. Garrison, Elizabeth Hille, Richard J. Jones, Angela C. McAvoy, Sarah L. F. McNairy, William L Mogensen, Lauren Perrin, Ellen A.
Sak, Pamela Templeton, William W Thayu, Radhi Wertz, Phillip A. Magasiner, Andrei G. Costamagna, Christine M. Gilliam, Allison L. Johnson, Colleen O. Tai, Nina
Chairman of the Board, President, Chief Executive Officer Chief Accounting Officer and Chief Financial Officer Chief Risk Officer
Managing Director, Secretary, Deputy General Counsel Deputy General Counsel
Managing Director, Associate General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President
Senior Vice President, Associate General Counsel, Assistant Secretary
Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President Senior Vice President-Tax Senior Vice President
Senior Vice President, Assistant General Counsel, Assistant Secretary
Senior Vice President, Associate General Counsel Senior Vice President, Associate General Counsel Senior Vice President, Assistant General Counsel Senior Vice President, Associate General Counsel Treasurer Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIDT ADDENDUM A
INTRODUCATION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation (the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers, and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These reports include disclosures of investigations and other matters as required by federal law and are publicly available. These reports can also be accessed at the following website: zhtml?c=71595&p=irol-irhome. These reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank make all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These reports can be provided upon request or can be accessed at the following website:
zhtml?c=71595&p=irol-irhome.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing the questionnaire, without independent inquiry, BANA further clarifies its response to this statement as follows:
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Forms 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These reports include all disclosures as required by federal law including those pertaining to material business matters such as, litigations, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. The Reports are publicly available at the following website:
http7/investor.bankofamerica.com/phoenix.zhtml?c=71595&p=irol-sec. Further, BANA has been the subject of certain formal enforcement actions by the Office of the Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
http.//apps.occ qov/EnforcementActions. In addition, BANA's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and also publicly available. Outside of such Reports and the publicly
available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at: .
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at:
.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 State Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities Exchange Commission (SEC). The global resolution with the federal and state entities provided for payment of restitution to the IRS and municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry- wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America has met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York
Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement
agreement with numerous State Attorneys General (including the New York Attorney General). In
recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an
exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's
extensive cooperation with the investigations in this matter. In addition, this exhibit describes the
importance of the Bank's cooperation to the Attorneys General investigation. In recognition of the
Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that
"no provision contained in the settlement agreement is intended to be construed as a mandate or
recommendation to any independent suspension and/or debarment authority regarding a decision to
disqualify, suspend or debar Bank of America ... from engaging in the provision of any financial
services including, but not limited to, the marketing sale or placement of municipal bond derivatives or
any other state business "
On or about March 18,2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal ' Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct ofthe affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9,2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and § 1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22, 2014. On or about December 7,2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24,2002 and was terminated by Bank of America on or about August 16,2002.
On or about March 30, 2011, Brian Zwerner pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and § 1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwerner was sentenced on July 25,2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26, 2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in the violation of 18 U.S.C. 371 and 1343, (ii) wire fraud in violation of 18 U.S.C. 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. 371 and 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Murphy was sentenced on May 18, 2015. On or about December 31, 2014, the Securities and Exchange Commission entered an Administrative Order against Mr. Murphy related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Murphy from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. In January 2015, Mr. Murphy entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Murphy engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr Murphy was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also required Mr. Murphy to pay a $15,000 civil monetary penalty. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.
Importantly, Bank of America was the first and only entity to self-report evidence to the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators in January 2007, as a result ofthe Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Bank of America Corporation
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: See E ihibrt 1
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 100 North Tryon street
Charlotte, NC 28255
Telephone: 312.904.8357 Fax. J'zlt3J"3DO Emaii: julie.conenna@baml.com
Name of contact person: Julie Conenna
Federal Employer Identification No. (if you have one): - _-
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
RFP- Municipal Depository for City of Chicago and Chicago Board of Education
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ ] Limited liability company
[x] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[]Yes [JNo []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit B
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code 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 There are no owners with greater than 7.5 percent ownership in this disclosing party
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipals Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes N No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[)l Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [x] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
• any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
7. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further
Certifications), the Disclosing Party must explain below:
See Attached Addendum A for additional information related to certifications
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Parry pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Makes the above pledge
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [XJ No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_^ 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Yes []No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-1 54-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
Bank of America Corporation
(Print or type name of Disclosing Party)
By:
(Sign here)
(Print or type name of person signing)
(Print or type title of person signing)
"OFFICIAL SEAL" }
TAWANA C BENFORO Notary Public-State of Illinois * My Commission Expires May 09,2018 2
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners 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 of the Municipal Code?
[ JYes [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 ofthe Municipal Code?
[ ]Yes [x]No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
BANK OF AMERICA CORPORATION
100%
NB HOLDINGS CORPORATION
100%
BAC NORTH AMERIC/ \ HOLDING COMPANY
100%
BANA HOLDING CORPORATION
100%
BANK OF AMERICA, NATIONAL ASSOCIATION
Exhibit B Bank of America Corporation 10/4/2016
Board of Directors
Allen, Sharon L. Bies, Susan S. Bovender, Jr., Jack O. Bramble, Frank P. de Week, Pierre Donald, Arnold W. Hudson, Linda P. Lozano, Monica C. May, Thomas J. Moynihan, Brian T. Nowell III, Lionel L. Yost, R. David White, Michael D. Woods, Thomas D.
Executive Officers
Moynihan, Brian T. Athanasia, Dean C.
Bessant, Catherine P. Bless, Rudolf Donofrio, Paul M. Greener, Geoffrey Jeffries, Ross E. Laughlin, Terrence P. Leitch, David Litsey, Jana J. Lynch, Gary G. Magasiner, Andrei G. Mogensen, Lauren Montag, Thomas K. Nguyen, Thong Smith, Andrea B. Thompson, Bruce R.
Chairman of the Board, President, Chief Executive Officer President, Preferred & Small Business Banking, Co-Head Consumer Banking
Chief Operations and Technology Officer Chief Accounting Officer Chief Financial Officer Chief Risk Officer
Deputy General Counsel, Corporate Secretary
Vice Chairman, Global Wealth & Investment Management
Global General Counsel
Deputy General Counsel
Vice Chairman
Treasurer
Global Compliance Executive, Assistant Secretary Chief Operating Officer
President, Retail Banking, Co-Head Consumer Banking Chief Administrative Officer Vice Chairman
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIDT ADDENDUM A
INTRODUCATION
Bank of America, N.A. ("BANA") is an indirect, wholly-owned subsidiary of Bank of America Corporation (the "Corporation"), which is a large and diversified, publicly-traded institution. The Corporation and its subsidiaries including BANA, had approximately 197,008 full time equivalent employees as of September 1, 2016, and is a global franchise, serving customers and clients around the world with operations in all 50 U.S. states, the District of Columbia, and more than 40 foreign countries. Accordingly, it is not reasonably possible to perform definitive due diligence, extending back indefinitely in time, across the full panoply of employees, officers, and predecessor banks, with respect to all federal, state or local government contracts. The Corporation makes all disclosures required by its regulators, including all required disclosures in its Annual Report on Form 10-K (collectively, the "Reports"), all of which are filed with the U.S. Securities and Exchange Commission. These reports include disclosures of investigations and other matters as required by federal law and are publicly available. These reports can also be accessed at the following website: bankofamerica.com/phoenix.zhtmi?c=71595&p=irol-irhome. These reports may contain further information responsive to this certification.
The bank is a large and diversified institution and is routinely involved in litigation in various state and federal courts. The bank make all disclosures required by its regulators, including all required disclosures in its Annual Reports of Form 10K and Quarterly Reports on Form 10Q, which are updated in Reports on Form 8K, all of which are filed with the Securities and Exchange Commission. Those reports include disclosures of investigations and other matters as required by federal law and are publicly available. The bank cannot confirm or deny the existence of any other, non-public investigation conducted by any government investigator unless required to do so by law. These reports can be provided upon request or can be accessed at the following website:
bankofamerica.com/phoenix zhtml?c=71595&p=irol-irhome.
Subject to and as set forth in the introductory paragraph directly above, to the best knowledge of the individual signatory signing the questionnaire, without independent inquiry, BANA further clarifies its response to this statement as follows:
B. FURTHER CERTIFICATIONS
The Corporation, for itself and its affiliates and subsidiaries including BANA, makes all disclosures required by its regulators in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, which are updated in Reports on Forms 8-K, all of which are filed with the U.S. Securities and Exchange Commission (collectively, the "Reports"). These reports include all disclosures as required by federal law including those pertaining to material business matters such as, litigations, criminal convictions, and other legal actions, and may contain information which is further responsive to items addressed in the FIES FORM and this Addendum. The Reports are publicly available at the following website:
com/phoenix.zhtml?c=71595&p=irol-sec. Further, BANA has been the subject of certain formal enforcement actions by the Office ofthe Comptroller of the Currency (the "OCC"), and information which can be publicly disclosed regarding these formal enforcement actions may be found on the Legal and Regulatory: Enforcement Actions page on the OCC's website at:
http.Z/apps.occ.gov/EnforcementActions . In addition, BANA's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their Form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and also publicly available. Outside of such Reports and the publicly
available filings as noted above, BANA and the Corporation cannot otherwise disclose such information of material non-public nature except where required by applicable law or legal process.
Bank of America, National Association has been the subject of certain formal enforcement actions by the Office of the Comptroller of Currency (the "OCC"). Information regarding these formal enforcement actions may be found on the Legal and Regulatory. Enforcement Actions page on the OCC's website at: .
In addition, Bank of America, National Association's registered broker-dealer and investment adviser subsidiaries make all required disclosures on their Form BD's as filed with FINRA (formerly the NASD) and their form ADVs as filed with the SEC. These filings include disclosures of investigations and litigation as required by the SRO's and federal law, and are publicly available. Bank of America, National Association cannot confirm or deny the existence of any other non-public investigation conducted by any governmental agency unless required to do so by law.
Bank of America, National Association's indirect parent Bank of America Corporation, also makes all required disclosures in its Form 10-K as filed with the Securities and Exchange Commission and its Annual Report as posted on its website at:
. com/phoenix. zhtml?c=71595&p=irol-reportsannual.
On December 7, 2010, Bank of America entered into agreements with the Internal Revenue Service (IRS), the Office of the Comptroller of Currency (OCC), a Working Group of 28 State Attorneys General and the Federal Reserve Board, and was also subject to an administrative cease and desist order from the U.S. Securities Exchange Commission (SEC). The global resolution with the federal and state entities provided for payment of restitution to the IRS and municipal derivative counterparties allegedly harmed by Bank of America's alleged anticompetitive conduct (including bid rigging) in connection with the marketing and sale of municipal bond derivatives from 1998 to 2003, as well as requiring the Bank to take certain remedial measures.
Importantly, Bank of America was the first and only entity to self-report evidence of the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry- wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators. In January 2007, as a result of the Bank's self-reporting and cooperation DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America has met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010.
The Bank also promptly agreed to cooperate with the State Attorneys General (including the New York
Attorney General) in their industry-wide investigation. As noted above, the Bank reached a settlement
agreement with numerous State Attorneys General (including the New York Attorney General). In
recognition of the Bank's self-reporting and substantial cooperation, the Attorneys General added an
exhibit (Exhibit 3) to the end of that settlement agreement. This exhibit describes, in detail, the Bank's
extensive cooperation with the investigations in this matter. In addition, this exhibit describes the
importance ofthe Bank's cooperation to the Attorneys General investigation. In recognition ofthe
Bank's agreement to make restitution and its truthful cooperation, the exhibit affirmatively states that
"no provision contained in the settlement agreement is intended to be construed as a mandate or
recommendation to any independent suspension and/or debarment authority regarding a decision to
disqualify, suspend or debar Bank of America ... from engaging in the provision of any financial
services including, but not limited to, the marketing sale or placement of municipal bond derivatives or
any other state business "
On or about March 18, 2008, the Office of the Comptroller of the Currency entered a Consent Order against Douglas L. Campbell related to improper payments made to brokers on municipal derivative transactions in 2001 and 2002 while Mr. Campbell was a member of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Campbell was prohibited from a number of activities, including participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also imposed a $25,000 civil monetary penalty on Mr.Campbell. On or about September 9,2010, Mr. Campbell pled guilty to (i) conspiracy to restrain trade in violation of 15 U.S.C. § 1, (ii) conspiracy to commit wire fraud in violation of 18 U.S.C. § 371 and §1343, and (iii) wire fraud in violation of 18 U.S.C. § 1343 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Campbell was sentenced on April 22,2014. On or about December 7, 2010, the Securities and Exchange Commission entered an Administrative Order against Mr. Campbell, related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. The Order barred Mr. Campbell from association with any broker, dealer, or investment adviser. Mr. Campbell was suspended by Bank of America on or about July 24,2002 and was terminated by Bank of America on or about August 16,2002.
On or about March 30,2011, Brian Zwerner pled guilty to conspiracy to make false entries in bank records in violation of 18 U.S.C. § 371 and §1005 in the United States District Court for the Southern District of New York. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Zwerner was sentenced on July 25,2014.
On or about December 8, 2011, the Securities and Exchange Commission entered a Cease and Desist Order against Dean Z. Pinard related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Pinard from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor and required him to pay approximately $41,500 in disgorgement and prejudgment interest. In April 2013, Mr. Pinard entered into a Consent Order with the Office of the Comptroller ofthe Currency pursuant to which the OCC found that, among other things, Mr. Pinard engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Pinard was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. Mr. Pinard was suspended by Bank of America on or about November 15, 2006 and was terminated by Bank of America on or about April 26,2007.
On or about February 10, 2014, Phillip D. Murphy pled guilty to (i) conspiracy to commit wire fraud in the violation of 18 U.S.C. 371 and 1343, (ii) wire fraud in violation of 18 U.S.C. 1343, and (iii) conspiracy to make false entries in bank records in violation of 18 U.S.C. 371 and 1005 in the United States District Court for the Western District of North Carolina. This conduct related to improper bidding practices on Bank of America's Municipal Derivatives Desk. Mr. Murphy was sentenced on May 18, 2015. On or about December 31, 2014, the Securities and Exchange Commission entered an Administrative Order against Mr. Murphy related to alleged improper bidding practices on Bank of America's Municipal Derivatives Desk. Among other things, the Order barred Mr. Murphy from associating with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, and from participating in any offering of a penny stock, including: acting as a promoter, finder, consultant, agent or other person who engages in activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, or inducing or attempting to induce the purchase or sale of any penny stock. In January 2015, Mr. Murphy entered into a Consent Order with the Office of the Comptroller of the Currency pursuant to which the OCC found that, among other things, Mr. Murphy engaged in improper anticompetitive bidding practices while part of Bank of America's Municipal Derivatives Desk. Pursuant to the Order, Mr. Murphy was prohibited from, among other things, participating in any manner in the conduct of the affairs of various depository and other institutions identified in the Order. The Order also required Mr. Murphy to pay a $15,000 civil monetary penalty. Mr. Murphy was suspended by Bank of America on or about July 25, 2002, and resigned from Bank of America on or about September 4, 2002.
Importantly, Bank of America was the first and only entity to self -report evidence to the bid-rigging to the Department of Justice ("DOJ"). The Bank's self-report enabled the various government agencies (including numerous state attorneys general described above) to identify and pursue industry-wide misconduct that may have affected municipalities and others on a nationwide scale, as well as pursue numerous potential violators in January 2007, as a result of the Bank's self-reporting and cooperation, DOJ conditionally accepted the Bank into Part A of its Corporate Leniency Program—the highest level of leniency DOJ can provide. Pursuant to Part A of the Leniency Program, subject to the Bank's continuing cooperation, DOJ will not bring any criminal antitrust prosecution against the Bank in connection with the matters that the Bank reported to DOJ. DOJ has acknowledged that through the agreements outlined above, Bank of America met its obligation, under the Leniency Program, to pay full restitution to the IRS and municipalities. Bank of America paid restitution to the IRS on December 8, 2010
• a
CITY OF GHLCAGO ECONOM IC DISCLOSURE STATEM ENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
BMP Harris Bank N.A.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[x] the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B .l .) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 111 W. Monroe St.
Chicago. IL 60603
Telephone: 312-461-6538 Fax: 312-293-5811 Email: mark.mitrovich@bmo.com_
Name of contact person: Mark Mitrovich
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
City of Chicago 2017 Municipal Depository
Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
|1010|
SECTION II --DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
] Person [ ] Limited liability company
] Publicly registered business corporation [] Limited liability partnership
] Privately held business corporation [ ] Joint venture
] Sole proprietorship [ ] Not-for-profit corporation
] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
] Limited partnership [ ] Yes [ ] No
] Trust [x] Other (please specify)
National Banking Association
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
United States. ' .
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [x] N/A
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached list of Officers and Directors.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
|1010|
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code 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
BMP Financial Corp 111 W. Monroe. Chicago. IL 60603 100%
SECTION III --BUSINESS RELATIPN SHIPS WITH CITY ELECTED CFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[x] Yes [ ] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
.'he Law firm of Klafter & Burke (Aid. Burke) - Has performed real estate work for the bank. Note: BMP Harris NA as a Commercial & Corporate Bank, from time to time offers and provides services to the City of Chicago's elected officials and employees. In those instances. BMP Harris charges normal and customary fees.
SECTIPN IV -DISCLPSURE PF SUBCPNTRAC TPRS AND PTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the ,—Oisclosing Party must either ask the City whether disclosure is required or make the disclosure.
|1010|
Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing Party Fees (indicate whether
(subcontractor, attorney, paid or estimated ) NOTE:
lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V-CERTIFICATIONS
A. COURT-ORDERED CHiLD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [x] No to the best of the Disclosing Party's knowledge and inquiry.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[JYes
B. FURTHER CERTIFICATIONS See attached BMP Supplemental document.
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
|1010|
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B .2.b. of this Section V;
have not, within- a five-year period preceding the date of this EDS, had one or more public ¦ transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
|1010|
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five yea before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in.a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See attached BMP Supplemental document.
|1010|
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who . were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or "(ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[x] is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary): N/A
|1010|
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [x ] No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D .2. and D.3. If you checked "No" to Item'D. 1., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [x] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either I. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to|1010|
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
xl. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter: (Add sheets if necessary):
N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A. 1. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew,
amend, or modify any federally funded contract, grant, loan, or cooperative agreement.|10 10|
3 The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501 (c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
10
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or Hairw^Jijahit may ^^^g^jp^ih^ City in connection with the public release of information contained in mis EDS andfiise authorizes th^City to verify the accuracy of any information submitted in this EDS. 1 WP.«.,RS,fc.2o(;«,,ryst0/
2 "fCS -* eM «">> 3«,' ."> a r-i^o?
The infornraWo'h"pTWruve?l''iii""fhis EIJ^rtnTs't be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERM ANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period,
~~s required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
11
F 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes. See attached.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in-F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
BMP Harris Bank N.A.
(Print or type name of Disclosing Party)
(Sign here)
John Mattern
fiFflCIAL SEAL JORDAN C RUIZ Notary Public - Suit* of lilimH* My Cprnmisiion Expires Mir 13,2017
(Print or type title of person signing)
Signe4 and sworn to before me on (date^^^^J^ )> DO \(j ,
at C c^Yl. Cpjanty, ^LL- (state).
Notary Public.
Commission expires: TOtitei, 13.3611
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-inrlaw, son-in-law, daughter-in-law, stepfather. . or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a 'mited 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 to the best of the Disclosing Party's knowledge.
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.
13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge and inquiry.
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes [x] No, to the best ofthe Disclosing Party's knowledge and inquiry
[ ] Not Applicable
If yes to (1) or (2) above, please identify below the name of the person or legal entity identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FELLING 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 APPENDED B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
14
BMP Supplemental Document
Section V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraph B.2.a. through and including B.2.e. only as to itself. The Disclosing Party certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to the executive officers and directors of the Disclosing Party. With respect to Section V, paragraph B.2.a. and B.2.e., the Disclosing Party may have been found liable in a civil judgment or proceeding(s) within the five years preceding the date of this EDS instituted by the City of by the federal government, any state, or any other unit of local government. The Disclosing Party certifies that none of these judgments, individually or in the aggregate, would have a material adverse effect on its or the Applicant's financial condition or the ability of the Applicant to perform under its contract with the City. In addition, to the best ofthe Disclosing Party's knowledge, the Disclosing Party has not, in the past five years, been found after a judicial or administrative hearing to be in violation of any environmental law or regulation, except for possible violations related to (i) property mortgaged to the Disclosing Party, (ii) property owned by the Disclosing Party and leased to others, (iii) foreclosed property now owned by the Disclosing Party and (iv) property owned or held by the Disclosing Party as a fiduciary or nominee. The Disclosing Party's operations are conducted at numerous owned and leased locations throughout the world. ¦ From time to time, the Disclosing Party is cited for'not being in compliance with an environmental law or regulation. These matters are generally routine and are promptly addressed by the Disclosing Party.
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraphs B.3. and B.4. only as to itself. The Disclosing Party also certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to any Affiliated Entity or any responsible official of the Disclosing Party of any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party or any Affiliated Entity acting in such capacity pursuant to the direction or authorization of a responsible official of the Disclosing Party or any Affiliated Entity.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
As to the disclosure set forth in Section V, paragraph D. 1., to the best of the Disclosing Party's knowledge, no official or employee ofthe City of Chicago has a financial interest in his or her own name or in the name of any other person in the Matter.
As to the disclosure set forth in Section V, paragraph D.4., the Disclosing Party cannot (and does not) make the certification required because the Disclosing Party does not and will not have control over all means of acquiring a financial interest in the Matter.
SECTION VTI - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F.I. The Disclosing Party, to the best of its knowledge, certifies the statements contained in Section VII, paragraph F.l. that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, except for taxes that are being contested in good faith by the Disclosing Party or any of its affiliates by appropriate legal proceedings. To the best of the Disclosing Party's knowledge, neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the City except for possible delinquencies in paying a fine, fee, tax or other charge owed to the City related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding.
15
List of Insiders June 30, 2016
Subject to $100,000 Lending Restriction
BMO Harris Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Jean-Michel
Janice
Christopher
Sophie
David
Adela
Larlssa
Frank
George
John
Alexandra
William
Christine
Phil
Martin
Ronald
Simon
Thomas
Cameron
David
Darrel
Bonnie
Raymond
May
Blake
Robert
Margarita
Ann
Mitchell
Alexander
Windom
Photinl
Arthur
Annette
Stewart Harold
Earl
McAskile Lee Harris Lynn
Ares
Babiak
Begy
Brochu
Casper
Cepeda
Chaikowsky
Clark
Cope
Daniels, Jr.
Dousmanls-Curtis
Downe
Edwards
Enochs
Eichenbaum
Farmer
Fish
Flynn
Fowler
Gordon
Hackett
Howard
V a/
Page 1
List of Insiders June 30, 2016
Subject to $100,000 Lending Restnction
BMO Harris Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Craig
Andrew
Eric
David
Herbert
Cecily
Lorraine
Peter
Philip
Gilles
Gail
John Robert
Surjit
John
Bradley
Catherine
Brad
Richard
John
Connie
Stephen
Franklin
Thomas
Richer John Ricardo -Marie
Sonny S.
Stobo Singh E.
Scott
Anders
Stephen Anne Richard J.
Ingram Karp
La Fleche
Lubar
Mazariegos
Mistarz
Mitchelmore
Myers
Orsino .
Ouellette
Palac
Prichard
Rajpal
Rau
Reid
Roche
Rothbaum
Rudderham
Shlely
Stefankiewicz
Taylor
Techar
Page 2
List of Insiders June 30, 2016
Subject to $100,000 Lending First Name Middle Name Last name Restriction BMO Harris Bank National Association BMO Financial Corp. Bank of Montreal
Director Executive Officer Director Executive Officer Director Executive Officer
Michael Joseph Van Handel George Frederick Walz Wiltiam Darryl White Don Matthew Wilson III V V
Page 3
Harris Bank
BYLAW CERTIFICATION
Article IX. Section 9.2. Execution of Instruments. All agreements, contracts, indentures, loans, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the Chair of the board, Vice Chair of the board, Chief Executive Officer, or the President, or any Executive Vice President, Managing Director, Director, Senior Vice President, Vice President, or the Secretary, Assistant Secretary, or the Cashier, or, if in connection with the exercise of fiduciary powers of the association (including, but not limited to, the acceptance of trusts and the execution of trust agreements), by any of those officers or' by the senior fiduciary officer or any trust officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct. In addition to the signing authorities granted by or pursuant to the foregoing provisions of this Article IX, the Chair of the board, a Vice Chair of the board, the President, any Executive Vice President, Managing Director or Senior Vice President within the area of his or her assigned duties or responsibilities, may designate from time to time in writing any officer or employee, either by name or by title, to sign or execute any documents, instruments or contracts to which the association is a party. The provisions of this Section 9.2 are supplementary to any other provision of these Bylaws.
Any account, deposit or otherwise, may be opened at the direction of any Executive Vice President or above. Any institution or entity opening any such account may rely on this authority in good faith and open such account without any further action on the part of the association. This authorization in no way limits or impairs the ability of any other authorized officer to open accounts of the association.
The undersigned, a duly authorized and acting Assistant Secretary of BMO Harris Bank N.A. (the "Corporation"), hereby certifies that the foregoing is a true, current and complete copy of Article IX, Section 9.2 ofthe Bylaws of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 2'
Colleen Moran Assistant Secretary
BMO &3 Harris Bank
CERTIFICATE OF INCUMBENCY
I, Colleen Moran, Assistant Secretary of BMO Harris Bank N.A do hereby certify that John Mattern is a duly appointed Managing Director of BMO Harris Bank N.A. and is currently acting in that capacity.
IN WITNESS WHEREOF, 1 have hereunto set my hand this 2nd day of October, 2015.
Colleen Moran Assistant Secretary
CITY OF CHICAGO ECONOM IC DISCLOSURE STATEM ENT AND AFFIDAVIT
SECTION I GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
BMO Financial Corp.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: BMO Harris Bank N.A.
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 111 W. Monroe
Chicago, IL 60603
Telephone: 312-461-6538 Fax: (312) 293-5811_ Email: mark.mitrovichfg.BMO.com
Name of contact person: Mark Mitrovich
Federal Employer Identification No. (if you have one)
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
City of Chicago 2017 Municipal Depository
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification #
SECTION II — DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
Indicate the nature of the Disclosing Party:
[ ] Person [ ] Limited liability company
[x] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware.
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[x] Yes [ ] No [ ] N/A
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
See attached list of Officers and Directors.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
|1010|
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information rrom any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
Bank of Montreal First Canadian Place 100%
21st Floor. 100 King Street West \
Toronto. Ontario M5X 1 Al
SECTION III --BUSINESS RELATION SHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge.
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV --DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
|1010|
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated ) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V--CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE .
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [x] No to the best of the Disclosing Party's knowledge and inquiry.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
See attached BMO Supplemental document.
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article l")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 .and 3 below.
|1010|
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
d. • 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
e. have not, within a five-year period preceding the date of this EDS, been convicted, adjudged
guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions
concerning environmental violations, instituted by the City or by the federal government, any
state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
|1010|
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five yea* before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but •' have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See attached BMP Supplemental document.
|1010|
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Ch icago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food orcirink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[x] is [ ] is not
a "financial institution" as defined, in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary): N/A
|1010|
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [x ] No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D.l , proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [x ] No
If you checked "Yes" to Item D.L, provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to|1010|
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally —funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City .nd proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with
respect to the Matter. (Add sheets if necessary):
N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.|10 10|
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY ¦
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
10
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St.; Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or
'"""'oidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or /old), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Soma or all of the-information provided on this EDS and any attachments to this EDS may be made availablj to thg0^^^^^|^I^i|j}net, £ response to a Freedom of Information Act request, or otherwise. By cofitptgEiflg awfr%ijgMCTgqffl3 E|)S, the Disclosing Party waives and releases any possible rights or clairrre^vfflcfl n*rmtyH8.v% a^galnm'TnerCity in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERM ANENT INELIGIBILITY for certain
specified offenses), the information provided herein regarding eligibility must be kept current for a
. "~^nger period, as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
11
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes. See attached.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. EPA. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.L, F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
BMP Financial Corp
David R. Casper
(Print or type name of person signing)
President and CEP - BMP Harris Bank (Print or type title of person signing)
Signed and sworn to before me on (date)
CnC>\L County, ^T/_
Commission expires:
-
OEFICIAt SEAL STQRDAHCRUIZ Notary PtAlic.'staUbifl'Winol* My Commission Expires Uari.^ 2017
12
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:brpther or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section JJ.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than > 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 to the best of the Disclosing Party's knowledge and inquiry.
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B •
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge and inquiry.
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge and inquir,
[ ] 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.
14
BMO Supplemental Document
Section V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraph B.2.a. through and including B.2.e. only as to itself. The Disclosing Party certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to the executive officers and directors ofthe Disclosing Party. With respect to Section V, paragraph B.2.a. and B.2.e., the Disclosing Party may have been found liable in a civil judgment or proceeding(s) within the five years preceding the date of this EDS instituted by the City of by the federal government, any state, or any other unit of local government. The Disclosing Party certifies that none of these judgments, individually or in the aggregate, would have a material adverse effect on its or the Applicant's financial condition or the ability of the Applicant to perform under its contract with the City. In addition, to the best of the Disclosing Party's knowledge, the Disclosing Party has not, in the past five years, been found after a judicial or administrative hearing to be in violation of any environmental law or regulation, except for possible violations related to (i) property mortgaged to the Disclosing Party, (ii) property owned by the Disclosing Party and leased to others, (iii) foreclosed property now owned by the Disclosing Party and (iv) property owned or held by the Disclosing Party as a fiduciary or nominee. The Disclosing Party's operations are conducted at numerous owned and leased locations throughout the world. From time to time, the Disclosing Party is cited for not being in compliance with an environmental law or regulation. These rriatters are generally routine and are promptly addressed by the Disclosing Party.
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraphs B.3. and B.4. only as to itself. The Disclosing Party also certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to any Affiliated Entity or any responsible official ofthe Disclosing Party of any Affiliated Entity or any other official, agent or employee of the Disclosing Party or any Affiliated Entity acting in such capacity pursuant to the direction or authorization of a responsible official' of the Disclosing Party or any Affiliated Entity.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
As to the disclosure set forth in Section V, paragraph D.I., to the best of the Disclosing Party's knowledge, no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in the Matter.
As to the disclosure set forth in Section V, paragraph D.4., the Disclosing Party cannot (and does not) make the certification required because the Disclosing Party does not and will not have control over all means of acquiring a financial interest in the Matter. [BUSINESS TO CONFIRM THIS STATEMENT IS ACCURATE PRIOR TO INCLUDING IN THE DISCLOSURE ATTACHMENT]
SECTION W - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F. 1. The Disclosing Party, to the best of its knowledge, certifies the statements contained in Section VTJL paragraph F.l. that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, except for taxes that are being contested in good faith by the Disclosing Party or any of its affiliates by appropriate legal proceedings. To the best of the Disclosing Party's knowledge, neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the City except for possible delinquencies in paying a fine, fee, tax or other charge owed to the City related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding.
15
List of Insiders June 30, 2016
Subject to $100,000 Lending Restriction
BMO Harris Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Jean-Michel
Janice
Christopher
Sophie
David
Adela
Larissa
Frank
George
John
Alexandra
William
Christine
Phil
Martin
Ronald
Simon
Thomas
Cameron
David ~
Darrel
Bonnie
Raymond
May
Blake
Robert-
Margarita
Ann
Mitchell
Alexander
Windom
Photinl
Arthur
Annette
Stewart Harold
Earl
McAskiie Lee Harris Lynn
Ares
Babiak
Begy
Brochu
Casper
Cepeda
Chalkowsky
Clark
Cope
Daniels, Jr.
Dousmanis-Curtls
Doyvne
Edwards
Enochs
Eichenbaum
Farmer
Fish
Flynn
Fowler
Gordon
Hackett
Howard
Page 1
List of Insiders June 30, 2016
Subject to $100,000 Lending Restriction
BMO Hams Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Craig Andrew Eric David Herbert-Cecily Lorraine Peter Philip Gilles Gall
John Robert
Surjit
John
Bradley
Catherine
Brad
Richard
John
Connie
Stephen
Franklin
Thomas
Richer John Ricardo Marie
Sonny S.
Stobo Singh E.
Scott
Anders
Stephen Anne Richard J.
Ingram Karp
La Fleche
Lubar
Mazariegos
Mistarz
Mitchelmore
Myers
Orsino
Ouellette
Palac
Prichard
Rajpal
Rau
Reid
Roche
Rothbaum
Rudderham
Shiely
Stefankiewicz
Taylor
Techar
Page 2
List of Insiders June 30, 2016
Subject to $100,000 Lending First Name Middle Name Last name Restriction BMO Harris Bank National Association BMO Financial Corp. Bank of Montreal
Director Executive Officer Director Executive Officer Director Executive Officer
Michael Joseph Van Handel George Frederick Walz William Darryl White Don Matthew Wilson III V V V
Page 3
List of Insiders June 30, 2016
BMO Harris Bank National Association
Executive Officer
Executive Officer
Executive Officer
LiJ ill ¦L^lvJ Jill:; !!¦• -ii,'
JfflESffiHHr:
ililiiilitei^i
StffiUllll H»rr
mm
gjPB IBIil
mm
wammmm
am* tin ¦ Tiizv. ninjtnimiiiiimzu
mm
its
Ililltlf
Si
3gosf3ll!l
Illlli
Mil
Hiiii MS
mm
iiiiilii
Hill
mam
mmmwmmmmmwmmm mmm^mmmmmmmwmm
mmmmmmmmmmmm mi
Wfflffim
lilliiilii
liiPllli
1111
IIIH:
mm
Sill)
mm
mm
::.!i!njii...4r fiittiffiiiaai|1010|mm
mm
mmmm
mam
Page 1
List of Insiders June 30, 2016
BMO Harris Bank National Association
Executive Officer
Executive Officer
Executive Officer
Mill iiiilili
liliiill iliiiill!
si
nnauiiifflBi
[juiii,imuiiujuu.
[Mill mam
mm
Wii mmm
iSii mm
Wfflffl
warn®
SrSi8rffi8S*
¦H
Page 2
List of Insiders June 30, 2016
First Name Middle Name Last name BMO Harris Bank National Association BMO Financial Corp. Bank of Montreal
Director Executive Officer Director Executive Officer Director Executive Officer
Sililil IBiEt-i^iilDS »i ¦-: i;;;; jTiH; i;j \ 7f -;tttt- f: ¦ ™; i*r?rft * j ] BiliiiHaiPllff mmm
mm mm mmm mm lijiltellilf
fjPPf
Page 3
CITY OF CHICAGO ECONOJV1IC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Bank of Montreal
Check ONE of the following three boxes:
i
Indicate whether the Disclosing Party submitting this EDS is:
[] the Applicant
OR
[x] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: BMO Harris Bank N.A.through BMO
Financial Corp
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: First Canadian Place
21st Floor. 100 King Street West Toronto. Ontario M5X 1A1
Telephone: 312-461-6538 Fax: 312-293-5811 Email: mark.mitrovich(g>bmo.com
Name of contact person: Mark Mitrovich
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
City of Chicago 2017 Municipal Depository
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification #
SECTION 11 — DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
Indicate the nature ofthe Disclosing Party:
[ ] Person [ ] Limited liability company
[x] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Canada.
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[x] Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached list of Officers and Directors.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
|1010|
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 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
None.
SECTION III -- BUSINESS RELATION SHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge.
If yes, please identify below the name(s) of such City elected official(s) and describe such ^relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
|1010|
Name (indicate whether retained or anticipated to be retained)
Business Address
Relationship to Disclosing Party Fees (indicate whether
(subcontractor, attorney, paid or estimated ) NOTE
lobbyist, etc.) "hourly rate" or "t.b.d " is
not an acceptable response.
(Add sheets if necessary)
[x] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V--CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person-who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [x] No to the best of the Disclosing Party's knowledge and inquiry.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes
B. FURTHER CERTIFICATIONS See attached BMO Supplemental document.
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
|1010|
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal.entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
|1010|
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five year before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;'
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
See attached BMO Supplemental document.
|1010|
f the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [x ] No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold
Jfor taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively,
City Property Sale") Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes ^ No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
.—E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to|1010|
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None.
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient. None.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[x] is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in
Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter
2-32 of the Municipal Code, explain here (attach additional pages if necessary):
N/A
|1010|
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City .nd proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A. 1. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by /-¦"Applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a
.nember of Congress, in connection with the award of any federally funded contract, making any • federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.|10 10|
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
10
SECTION VII --COM PLIANCE,
ACKNOWLEDGMENTS, CONTRACT INCORPORATION, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or
oidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon
request. Some or all of the information provided on this EDS and any attachments to this EDS may be
made available to the public on the Internet, in response to a Freedom of Information Act request, or
otherwise. I^^co^pTetirt'glrTffl^ the Disclosing Party waives and releases any possible
rights or claiiis which iX*{0fyjj$y£ against t je City in connection with the public release of information
contained intthis E©iSf:a^d«$so*^th©(rfces tl e City to verify the accuracy of any information submitted
in this EDS.1 '
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERM ANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, s required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
11
F. 1 The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes. See attached.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, ah explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
Bank- of. Montreal.
David R. Casper
(Print or type name of person signing)
President and CEO - BMO Harris Bank, and fxecttttvf. committee member . rank nv mqntreat. (Print or type title of person signing)
ned and sworn to before me on (d<
Cn^jL County, ^T/_
Signed and sworn to before me on (date) l)(n**X*\~l t ,
(state).
JLL^ V- , r ^LU^ Notary Public.|99|„ KlRpAMCiWiz
\\ i~n |99|Notary Public. Sta^ Aiut(«|s
M f H A M Conjmission Expires MariSiai?
Commission expires: ^XqAjuL^ (_$, JD) / ¦ "' m u j 1 w „
12
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A.
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section U.B. l.a., if the ^Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general artnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x ] No to the best of the Disclosing Party's knowledge and inquiry.
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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, to the best of the Disclosing Party's knowledge and inquiry.
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ] Yes [x] No, to the best of the Disclosing Party's knowledge and inquiry.
[ ] 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.
14
BMO Supplement Document
Section V: CERTIFICATIONS ' B. FURTHER CERTIFICATIONS
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraph B.2.a. through and including B.2.e. only as to itself. The Disclosing Party certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to the executive officers and directors of the Disclosing Party. With respect to Section V, paragraph B.2.a and B.2.e., the Disclosing Party may have been found liable in a civil judgment or proceeding(s) within the five years preceding the date of this EDS instituted by the City of by the federal government, any state, or any other unit of local government. The Disclosing Party certifies that none of these judgments, individually or in the aggregate, would have a material adverse effect on its or the Applicant's financial condition or the ability of the Applicant to perform under its contract with the City. In addition, to the best of the Disclosing Party's knowledge, the Disclosing Party has not, in the past five years, been found after a judicial or administrative hearing to be in violation of any environmental law or regulation, except for possible violations related to (i) property mortgaged to the Disclosing Party, (ii) property owned by the Disclosing Party and leased to others, (iii) foreclosed property now owned by the Disclosing Party and (iv) property owned or held by the Disclosing Party as.a fiduciary or nominee. The Disclosing Party's operations are conducted at numerous owned and leased locations throughout the world. From time to time, the Disclosing Party is cited for not being in compliance with an environmental law or regulation. These matters are generally routine and are promptly addressed by the Disclosing Party.
The Disclosing Party certifies the accuracy of the statements contained in Section V, paragraphs B.3. and B.4. only as to itself. The Disclosing Party also certifies that to the best of the Disclosing Party's knowledge such statements are accurate with respect to any Affiliated Entity or any responsible official of the Disclosing Party of any Affiliated Entity or any other official, agent or employee of the Disclosing Party or any Affiliated Entity acting in such capacity pursuant to the direction or authorization of a responsible official of the Disclosing Party or any Affiliated Entity.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
As to the disclosure set forth in Section V, paragraph D. 1., to the best of the Disclosing Party's knowledge, no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in the Matter.
As to the disclosure set forth in Section V, paragraph D.4., the Disclosing Party cannot (and does not) make the certification required because the Disclosing Party does not and will not have control over all means of acquiring a financial interest in the Matter
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
F.l. The Disclosing Party, to the best of its knowledge, certifies the statements contained in Section VII, paragraph F. 1. that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, except for taxes that are being contested in good faith by the Disclosing Party or any of its affiliates by appropriate legal proceedings. To the best of the Disclosing Party's knowledge, neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the City except for possible delinquencies in paying a fine, fee, tax or other charge owed to the City related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee and (v) fines, fees, taxes or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding.
15
List of Insiders June 30, 2016
Subject to $100,000 Lending Restriction
BMO Hams Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Jean-Michel
Janice
Christopher
Sophie
David
Adela
Larissa
Frank
George
John
Alexandra
William
Christine
Phil
Martin
Ronald
Simon
Thomas
Cameron
David
Darrel
Bonnie
Raymond
May
Blake
Robert
Margarita
Ann
Mitchell
Alexander
Windom
PhoUni
Arthur
Annette
Stewart Harold
Earl
McAskile Lee Harris Lynn
Ares
Babiak
Begy
Brochu
Casper
Cepeda
Chaikowsky
Clark
Cope
Daniels, Jr.
Dousmanis-Curtls
Downe
Edwards
Enochs
Elchenbaum
Farmer
Fish
Flynn
Fowler
Gordon
Hackett
Howard
Page 1
List of Insiders June 30, 2016
Subject to $100,000 Lending Restriction
BMO Harris Bank National Association
Director
Executive Officer
BMO Financial Corp.
Director
Executive Officer
Bank of Montreal
Executive Officer
Craig
Andrew
Eric
David
Herbert
Cecity
Lorraine
Peter
Philip
Gllles
Gail
John Robert
Surjit
John
Bradley
Catherine
Brad
Richard
John
Connie
Stephen
Franklin
Thomas
Richer John Ricardo Marie
Sonny S.
Stobo Singh E.
Scott
Anders
Stephen Anne Richard J.
Ingram Karp
La Fieche
Lubar
Mazariegos
Mistarz
Mitchelmore
Myers
Orsino
Ouellette
Palac
Prichard
Rajpal
Rau
Reid
Roche
Rothbaum
Rudderham
Shiely
Stefankiewlcz
Taylor
Techar
Page 2
List of Insiders June 30, 2016
Subject to $100,000 Lending First Name Middle Name Last name Restriction BMO Harris Bank National Association BMO Financial Corp Bank of Montreal
Director Executive Officer Director Executive Officer Director Executive Officer
Michael Joseph Van Handel George Frederick Walz William Darryl White Don Matthew Wilson III V V
Page 3
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Indicate whether the Disclosing Party submitting this EDS is: the Applicant OR
2. [] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: ^
OR
3. [] a legal entity with a right of control (see Section II. B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party:
NY, MV loPlz,
Telephone:
(JOWName of contact person: \Mvm*l
Federal Employer Identification No. (if you have one): ... . . . v
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to , which this EDS pertains. (Include project number and location of property, if applicable):
Which City agency or department is requesting this EDS? VfypOXA^ArtL^Al Q-f flWOM C£-
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
Person [ ] Limited liability company
Publicly registered business corporation [ ] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [ ] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership s [ ] Yes [ ] No
Trust [\/ Other (please specify)^
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
For legal entities not organized in the State of Illinois: Has the organization registered to do
business in the State of Illinois as a foreign entity? G^XoCVAA)^ . \S (\ £t(KtWi\\\J "
[ ] Yes [ ] No tffc/A B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY: a-ft>v^w O^Ouj fcfi&oli vn
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
officer (xmA Ju\auJv\^
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
G*U>w m piscl0SingParty
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official, in the 12 months before the date this EDS is signed?
? Yes [y
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No MfNo person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state of local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Sec <^acWAju/U- S in
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [y/No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.I., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue ,Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes - [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question I. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F. 1. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. 1., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
(Print or type name of Disclosing Parly)
Commission expires:
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [x/jNo
2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ] Yes [ ] No [yfNot Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or • buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
ATTACHMENTS FOR CITIBANK, N.A.
ATTACHMENT B FURTHER CERTIFICATION
In the ordinary course of business, Citigroup Inc. ("Citigroup") and its subsidiaries and affiliates are defendants or co-defendants in various litigation matters incidental to and typical of the broad range of businesses in which they are engaged. For example, typical actions in broker-dealer subsidiaries are civil suits, arbitration proceedings, and other matters related to activities occurring in the normal course of business as a broker and dealer in securities, as an underwriter of securities, as an investment banker or otherwise. From time to time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigroup and its affiliated entities routinely cooperate with such investigations.
On May 20, 2015, Citigroup Inc. announced settlements with the U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve the previously disclosed investigations into Citi's foreign exchange business. Under the terms of the settlement with the DOJ, Citicorp, a financial services holding company subsidiary of Citigroup, will plead guilty to a violation of the Sherman Antitrust Act, pay a fine of $925 million and be subject to a three-year probation period, the conditions of which include the continued implementation, remediation and strengthening of Citi's compliance and internal controls. Under the terms of the settlement with the FRB, Citi will pay a civil money penalty of $342 million and agree to further enhance the control framework governing its foreign exchange business. The payments due under the settlements are covered by Citi's existing legal reserves and will not require a charge to earnings in the second quarter of 2015.
Citigroup is a public company, and as such files periodic and current reports with the U.S. Securities and Exchange Commission as required by the Securities Exchange Act of 1934 that include current descriptions of material regulatory proceedings, investigations and litigation. Copies of Citigroup's periodic reports are on file with the SEC, which can be located at the SEC's website (www.sec.gov ).
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS As of May 31, 2016
CITIBANK, N.A.
DIRECTORS
Anthony M. Santomero - Chairman
Ellen Costello
Barbara Desoer
Duncan P. Hennes
Eugene M. McQuade
Joan E. Spero
James S. Turley
PRINCIPAL OFFICERS'
Barbara Desoer Loretta Moseman Anita Romero George Trowse
Chief Executive Officer Treasurer
General Counsel and Secretary Chief Financial Officer
*As defined in Appendix A of the City of Chicago Economic Disclosure Statement and Affidavit.
ASSISTANT SECRETARY'S CERTIFICATE CITIBANK, N.A.
I, Paula F. Jones, Assistant Secretary of Citibank, N.A., a national association having its head office at 701 East 60,h Street North, Sioux Falls, South Dakota and its principal place of business at 388 Greenwich Street, New York, NY, DO HEREBY CERTIFY that Eugene Kwon is a duly appointed and qualified Assistant Secretary of Citibank, NA.
IN WITNESS WHEREOF, I have affixed my official signature and seal of Citibank, NA. in the City of New York on this 14th day of October, 2016.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
[yj/a^gal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: Ca\^\s)0\AA}1.j N/A
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party:
MY, 1001^
Telephone:^. HVgZPlI, Fax: t^^ZH • S V*>
Name of contact person:
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Which City agency or department is requesting this EDS? ^^U/bAAUfcj Q$ pf V\QJA(£_
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ ]
[ ] Publicly registered business corporation [ ]
[y^^rivalely held business corporation [ ]
[ ] Sole proprietorship [ ]
[ ] General partnership (Is
[ ] Limited partnership
[ ] Trust [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [\yfto [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name . Title
See, ctQaCMMMMk j\ ^ \\%\ 0^ g^g^ at-frta^ om^L
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
MV^ IDDIS ID Or
G^yjp Inc. gggaweevwi dUt "8 Party
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected officia>in the 12 months before the date this EDS is signed?
? Yes
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "tb.d." is
not an acceptable response.
(Add sheets if necessary)
¦f^Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [yfNo person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B. 1. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a fivc-ycar period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
oJ(\(kj^\AAiMA g in siAff
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than S20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter? .
[ ] Yes M No
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
\f \. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step I above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page II of 13
F. I. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not. without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F. I., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
(Print or type name of Disclosing Party)
-6
(Sign here)
(Print or type name of person signing) (Print or type title of person signing) /
1 tL 6
Signed and sworn to before me on (date) v /.3L
;it A40 VCr- K County, /V&0;^1£/<1 (state).
^^nU;^^"2^: s?jicL&c-y' Notary Public.
Commission expires: f=£.4~> ^ '--3-d-/?
Page 12 of 13
Jounty i. 8,2618
KAMLA K. MILLWOOD Notary Public State of Now York No. 01MI6217458 Qi-aUfied In New York Counl Cwnmissto Expires Feb,
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section U.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 ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [/fNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [ ]No [>/fNot Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS As of May 31, 2016
CITICORP
DIRECTORS
Anthony M. Santomero - Chairman
Ellen Costello
Barbara Desoer
Duncan P. Hennes
Eugene M. McQuade
Joan E. Spero
James S. Turley
PRINCIPAL OFFICERS'
Barbara Desoer Loretta Moseman Anita Romero George Trowse
Chief Executive Officer Treasurer
General Counsel and Secretary Chief Financial Officer
*As defined in Appendix A ofthe City of Chicago Economic Disclosure Statement and Affidavit.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
ATTACHMENTS FOR CITICORP
ATTACHMENT B FURTHER CERTIFICATION
In the ordinary course of business, Citigroup Inc. ("Citigroup") and its subsidiaries and affiliates are defendants or co-defendants in various litigation matters incidental to and typical of the broad range of businesses in which they are engaged. For example, typical actions in broker-dealer subsidiaries are civil suits, arbitration proceedings, and other matters related to activities occurring in the normal course of business as a broker and dealer in securities, as an underwriter of securities, as an investment banker or otherwise. From time to time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigroup and its affiliated entities routinely cooperate with such investigations.
On May 20, 2015, Citigroup Inc. announced settlements with the U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve the previously disclosed investigations into Citi's foreign exchange business. Under the terms ofthe settlement with the DOJ, Citicorp, a financial services holding company subsidiary of Citigroup, will plead guilty to a violation of the Sherman Antitrust Act, pay a fine of $925 million and be subject to a three-year probation period, the conditions of which include the continued implementation, remediation and strengthening of Citi's compliance and internal controls. Under the terms of the settlement with the FRB, Citi will pay a civil money penalty of $342 million and agree to further enhance the control framework governing its foreign exchange business. The payments due under the settlements are covered by Citi's existing legal reserves and will not require a charge to earnings in the second quarter of 2015.
Citigroup is a public company, and as such files periodic and current reports with the U.S. Securities and Exchange Commission as required by the Securities Exchange Act of 1934 that include current descriptions of material regulatory proceedings, investigations and litigation. Copies of Citigroup's periodic reports are on file with the SEC, which can be located at the SEC's website (www.sec.gov ).
ASSISTANT SECRETARY'S CERTIFICATE CITICORP
I, Paula F. Jones, Assistant Secretary of Citicorp, a Delaware Corporation ("Corporation"), DO HEREBY CERTIFY that Eugene Kwon is a duly appointed and qualified Assistant Secretary of Citicorp.
IN WITNESS WHEREOF, I have affixed my official signature and seal of the Corporation in the City of New York on this 14th day of October, 2016.
(SEAL)
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[\f a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: C^AlC-QNAff
OR
3. [ ] a legal entity with a right of control (see Section II.B. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 3%% &V6.CA/\\N icU. <$^.
MY, NY 10013
Telephone: 3I2.YtV &^ Fax: 301*5" Email: [Cx\/\yA.Mmv\\A@M.C»M
Name of contact person:
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
G. Which City agency or department is requesting this EDS? U^fA^A- \AAiX^r Q-p EjVlCU/tCCo
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
[ ]LPerson [ ]
[vf Publicly registered business corporation [ ]
[ ] Privately held business corporation [ ]
[ ] Sole proprietorship [ ]
[] General partnership -(Is
[ ] Limited partnership
;] Trust []
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation
the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [yj^No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
N£e£ flM-ftfrUAAMAM h &V ol IISV ft™'#tiy/0*AftIui& afflux
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[] Yes
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose'duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
fc^Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [/no person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article 1 applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to, bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION 1. The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter? /
[ ] Yes [vjNo
NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
^\. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if die word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
3. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[] Yes
If "Yes," answer the three questions below:
1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes
2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[] Yes
3. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
Ifypn checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor arc the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that docs not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
(Print or type name of Disclosing Party)
By: ^^,^7
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
(Sign
C ih^<-^p lie,
(Print or type name of person signing) (Print or type title of person signing/)
at /V?^\ 7QM^ county, /\je*Q^pr7Commission expires:
Signed and sworn to before me on (date) at Akol YoA-K County, AJe^^grK (state).
Notary Public.
Page 12 of 13
KAMLA K. MILLWOOD
Notary Public, State of N- * No. 01MI62-:745o Qualified In New York County C^mrnlssJon Expires Feb. 8,2018
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section U.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?
[ JYes
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes rVjNo
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [y/^o [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
ATTACHMENTS FOR CITIGROUP INC.
ATTACHMENT B FURTHER CERTIFICATION
In the ordinary course of business, Citigroup Inc. ("Citigroup") and its subsidiaries and affiliates are defendants or co-defendants in various litigation matters incidental to and typical of the broad range of businesses in which they are engaged. For example, typical actions in broker-dealer subsidiaries are civil suits, arbitration proceedings, and other matters related to activities occurring in the normal course of business as a broker and dealer in securities, as an underwriter of securities, as an investment banker or otherwise. From time to time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigroup and its affiliated entities routinely cooperate with such investigations.
On May 20, 2015, Citigroup Inc. announced settlements with the U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve the previously disclosed investigations into Citi's foreign exchange business. Under the terms of the settlement with the DOJ, Citicorp, a financial services holding company subsidiary of Citigroup, will plead guilty to a violation of the Sherman Antitrust Act, pay a fine of $925 million and be subject to a three-year probation period, the conditions of which include the continued implementation, remediation and strengthening of Citi's compliance and internal controls. Under the terms of the settlement with the FRB, Citi will pay a civil money penalty of $342 million and agree to further enhance the control framework governing its foreign exchange business. The payments due under the settlements are covered by Citi's existing legal reserves and will not require a charge to earnings in the second quarter of 2015.
Citigroup is a public company, and as such files periodic and current reports with the U.S. Securities and Exchange Commission as required by the Securities Exchange Act of 1934 that include current descriptions of material regulatory proceedings, investigations and -litigation. Copies of Citigroup's periodic reports are on file with the SEC, which can be located at the SEC s website (www.sec.gov ).
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS As of May 31, 2016
CITIGROUP INC.
DIRECTORS
Michael E. O'Neill - Chairman
Michael L. Corbat
Ellen Costello
Duncan P. Hennes
Peter B. Henry
Franz B. Humer
Renee James
Eugene M. McQuade
Gary M. Reiner
Judith Rodin
Anthony M. Santomero
Joan E. Spero
Diana L. Taylor
William S. Thompson, Jr.
James S. Turley
Ernesto Zedillo Ponce de Leon
PRINCIPAL OFFICERS*
Michael L. Corbat Chief Executive Officer
James Forese President
John C. Gerspach Chief Financial Officer
Rohan Weerasinghe General Counsel and Corporate Secretary
*As defined in Appendix A of the City of Chicago Economic Disclosure Statement and Affidavit.
ASSISTANT SECRETARY'S CERTIFICATE
CITIGROUP INC.
I, Paula F. Jones, Assistant Secretary of Citigroup Inc., a Delaware Corporation ("Corporation"), DO HEREBY CERTIFY that Eugene Kwon is a duly appointed and qualified Assistant Secretary of Citigroup Inc.
IN WITNESS WHEREOF, I have affixed my official signature and seal of the Corporation in the City of New York on this 14* day of October, 2016.
(SEAL)
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: FIFTH THIRD BANK
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
E^the Applicant
OR
[] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 222 SOUTH RIVERSIDE PLAZA
CHICAGO, IL 60606
Telephone: (800)546-4557 Fax: (312)704-2780 Email: mitch.gaffigan@53.com
Name of contact person: Mitch Gaffiqan
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
MUNICIPAL DEPOSITORY
G. Which City agency or department is requesting this EDS? Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
UPerson Publicly registered business corporation [ ] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership [ ] Trust
[ ] Limited liability company
[] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[]Yes [JNo [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Ohio
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
f^Yes [ ] No [ ] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title see attached
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
tslone
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION TV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
. Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
.etained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
¦ to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
P^Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
')
rlas any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in yrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No I^No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party-certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the
applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance
jmeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
n 2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities ^entified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged
) guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any-state, or any other unit of local government.
3. The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
( • any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any '' other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity,
acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any ' Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
- Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity, of either the Disclosing Party ^r any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years jfore the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
)
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, )gents or partners, is barred from contracting with any unit of state or local government as a result of .ngaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any ofthe following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
I none
Page 6 of 13
^ the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"), none
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
none
')
CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
P^is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 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 "ection 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter - 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
n/a
Page 7 of 13
\ "the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[]Yes t*fNo
NOTE: If you checked "Yes" to Item D.I., 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
)iy other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, )?ity Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.I., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
I
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
')
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
^ 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request. .
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[JNo
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.)
f^Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
^Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
^Yes []No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
.ECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics arid Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
\ If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or Voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or oid), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
D. It is the City's policy to make this document available to the public on its Internet site and/or upon
request. Some or all of the information provided on this EDS and any attachments to this EDS may be
made available to the public on the Internet, in response to a Freedom of Information Act request, or
otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible
rights or claims which it may have against the City in connection with the public release of information
contained in this EDS and also authorizes the City to verify the accuracy of any information submitted
in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
^hapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
s required by Chapter 1 -23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F. 1. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any
)ie, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any ofthe items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute fhis EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all ertifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
MITCH GAFFIGAN
(Print or type name of Disclosing Party)
„v: /y.y^^fc
(Sign here)
MITCH GAFFIGAN
(Print or type name of person signing)
VICE PRESIDENT
(Print or type title of person signing)
Signed and sworn to before me on (date) (tfcVokxtf 2%
at CctoJL County, X7///u*Notary Public.
Commission expires: tJpy/ (Cj \*
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the pisclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (ah "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal
Code?
[ ]Yes
2. 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?
[ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
Fifth Third Bank Executive Officers
Name
President & Chief Executive Officer
Executive Vice President & Chief Operating Officer
Executive Vice President
Frank R. Forrest Mark. D. Hazel James C. Leonard
Executive Vice President
Executive Vice President & Chief Information Officer
Executive Vice President & Chief Strategy Officer
Executive Vice President & Chief Administrative Officer
Executive Vice President & Chief Financial Officer
Vice President Government & Institutional Group Chicago
Fifth Third Bank Board of Directors
Company
Greg D. President & Chief Executive
Carmichael Officer
Nicholas K. Akins Chairman, President & CEO American Electric Power Company
B. Evan Bayh III Partner McGuire Woods LLP
Retired CEO U.S. and Senior Managing Director North America
Executive Vice President Cincinnati Bengals, Inc.
Retired President & COO M&T Bank
i 11/ D • Retired President & Chief . •
Jerry W. Burns „ . Associated Materials Group, Inc.
Executive Officer r
Gary R. Heminger President, CEO & Director Marathon Petroleum Corporation
Jewell D. Hoover Principal
c., » x/i 11 u r> i /-ii • rr- ¦ Nationwide Property & Casualty Segment, National
Eileen A. Mallesch Retired Chief Financial Officer .. „ J b
Mutual Insurance Company
Retired Chairman & CEO Humana Inc.
Hendrik G. Meijer Co-Chairman, CEO & Director Meijer, Inc.
Marsha C. Williams
Retired Senior Vice President
Orbitz Worldwide, Inc.
Chief Financial Officer
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors ofthe entity.
Name
Nicholas K. Atkins B. Evan Bayh, III Jorge L. Benitez Katherine B. Blackburn Emerson L. Brumback Greg D. Carmichael Gary R. Heminger Jewell D. Hoover Michael B. McCallister Hendrick G. Meijer Marsha C. Williams Lars C. Anderson Chad Borton Frank R. Forrest Randolph Koporc Gregory Kosch James C. Leonard Philip McHugh Joseph R. Robinson Timothy Spence Teresa J. Tanner Tayfun Tuzun Mark D. Hazel Erica R. Kojetin H. Samuel Lind
Title
Director Director Director Director Director
Director, President & Chief Executive Officer
Director
Director
Director
Director
Director
Executive Vice President & Chief Operating Officer
Executive Vice President
Executive Vice President & Chief Risk Officer
Executive Vice President
Executive Vice President
Executive Vice President & Treasurer
Executive Vice President
Executive Vice President and Chief Operations & Technology Officer
Executive Vice President & Chief Strategy Officer
Executive Vice President & Chief Administrative Officer
Executive Vice President & Chief Financial Officer
Senior Vice President and Controller
Assistant Secretary
Assistant Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Chcck ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
1. the Applicant
OR
2. [ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control: , ;
Business address of the Disclosing Party: "2-2?- lN~« L/r^AtLk. gT. & 12.00
Telephone: 0^0C Fax: 3(Z-77rW^fo Email: Federal Employer Identification No. (if you have one): %H~ il^g
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
Which City agency or department is requesting this EDS? f^(Af A/N^£ .__
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
Person [ ] Limited liability company
Publicly registered business corporation [ ] Limited liability partnership
Privately held business corporation [ ] Joint venture
Sole proprietorship [ ] Not-for-profit corporation
General partnership (Is the not-for-profit corporation also a 501(c)(3))?
Limited partnership [ ] Yes [ ] No
Trust D4. Other (please specify) ,
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No M-N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% ofthe Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
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 " [><(No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative ^ctron~ffn-behalf"of"anyperson-or-entity-other thanr(-f)-a-not-for-profit-entity,-on-an-unpaid-basis;-oi-(2)-himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
£<| Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party'been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X| No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[]Yes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party subn^tmYthisE
certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found Liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in ... connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the
-.-ineligibility--ofa-busmess-entityJ^
the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of cither the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control ofthe U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters
2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) ofthe
Municipal-Code
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
N/A-
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
"/-A- —
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender.as-defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes tM No
, NOTE: If you checked "Yes" to Item D.I., 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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.I., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4 The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
)v 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Parly and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
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 Party with respect to the Matter: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" .appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information \yith their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[-]_Yes U-N-Q _
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII -- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that: .
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board tif Ethics, 740 N.
•Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of Chapter 1-23 of the Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 IT the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
r
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
(Print or type name of Disclosing Party)
By: <~~~~^Q^^. i/^^—. (Sign here)
(Print or type name of person signing)
S^M( ft ft- \) |Ct- PUS&znT
(Print or type title of person signing)
Signed and sworn to before me on (date) lOjdQ^ib at C-QcM County, ~XLMkjQ?5 (state).
OFFICIAL SE.U • Oc<'ir.'.;-':'.K!j--,-,"> NOTARY PUBlIC - SIAfK. OF RUHOIS MY COMMISSION EXPIRES 12/4/2016
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
i
"Applicable Party" means (I) all executive officers ofthe Disclosing Party listed in Section n.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners 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 |)4 No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such j^rsWfrasa"^
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) (he 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?
[ ]Yes [^No [ ] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AMDJTJEL^T^
SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
CERTIFICATE BYLAWS OF THE HUNTINGTON NATIONAL BANK ARTICLE VIII, SECTION 8.2
Section 8.2. Execution of Instruments. All agreements, contracts, indentures, mortgages, deeds, conveyances, leases, assignments, notes, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman, a Vice Chairman, or the President, or any Vice President, or the Secretary, or any Assistant Secretary, or the Cashier, and, if in connection with the exercise of fiduciary powers of the Association by any of said officers or by any Trust Officer, Assistant Trust Officer, Assistant Vice President or any other officer employed in the Trust Department. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers and employees as the Directors may from time to time direct. The provisions of this Section 8.2. are supplementary to any other provision of these Bylaws.
I, Jason W. Gardner, Assistant Secretary of The Huntington National Bank, hereby certify that the foregoing is a true and correct copy of Article VIII, Section 8.2. of the Bylaws of The Huntington National Bank, now in full force and effect, and that Steven Abbey is a duly elected, qualified and acting Senior Vice President of The Huntington National Bank.
Dated this 19th day of October, 2016, at Columbus, Ohio.
^// .JASON W. GARDNER
^-^ASSISTANT SECRETARY
THE HUNTINGTON NATIONAL BANK
% SEAL }!J
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: ILLINOIS SERVICE FEDERAL SAVINGS & LOAN ASSOCIATION ^
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
£<] the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest:
OR
3. [] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 4619 S KING DRIVE
CHICAGO, IL
Telephone: 773 624-000 Fax:773 624-5340 Email:mdthomas@isfbank.com
Name of contact person: MONICA THOMAS
Federal Employer Identification No. (if you have one):""
Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains. (Include project number and location of property, if applicable):
MUNICIPAL DEPOSITORY DESIGNATION
G. Which City agency or department is requesting this EDSX)EPARTMENT OF FINANCE OR
CITY COMPTROLLER
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Page 1 of 13
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
Person
Publicly registered business corporation
Privately held business corporation
Sole proprietorship
General partnership
Limited partnership
Trust
[ ] Limited liability company
[] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes []No
X] Other (please specify)
financial institution: savings & loan
. association
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No |X] N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
T»apa Nduom, Chairman; Yvonne Nduom, DirectoryWhiiarTi Goodall, Director, Lisa Finch,
-Director.
Carole Wood, Director, Dr. James Buckner, Director, Joseph Moore, Director, Donald
Davidson,Director
Francis Baffour, Director. Robert Klamp, CEO; Monica Thomas, SVP.
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 ofthe Municipal Code 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
Papa Kwesi Nduom 4619 S King Drive 16.66%
-Tvonne Mjom 4619 S King Drive
Nana Kweku Nduom a 16.66%
Edjah Kweku-Ebura 4619 S King Drive Tb.bb'%
J^dtiom _
16.66%
4619 S King Drive TflX!!?
-Nafta -Aba-Ndyom-
Papa-WassaChiefy Nduom
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 [x] No
If yes, please identify below the name(s) of such City elected official(s) and describe such relationship(s):
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes R] No [ ] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department ofthe Treasury or the Bureau of Industry and Security ofthe U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
NONE
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
NONE
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[)^ is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) ofthe Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the M unicipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes |X] No
NOTE: If you checked "Yes" to Item D.I., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further-certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
'X- J 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
_____
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 of the Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F\3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent ofthe City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as ofthe date furnished to the City.
Illinois Service Federal Savings & Loan Association
(Print or type name of Disclosing Party)
Robert Klamp
(Print or type name of person signing)
Chief Executive Officer
(Print or type title of person signing)
Commission expires:
Signed and sworn to before
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle,, niece or nephew, grandparent, grandchild, father-in-law, mothcr-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [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 ofthe Municipal Code?
[ ]Yes [ ]No [X] Not Applicable
3. If yes to (1) or (2) above, please identify below the name ofthe person or legal entity
identified as a building code scofflaw or problem landlord and the address of the building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
ISF Bank
Minutes of the Board of Directors' Call Meeting April 28, 2016
A call meeting of the Board of Directors of ISF Bank was held on Thursday, April 28, 2016 at the .main office of the Association, 4619 South Dr. M. L. King Drive. Dr. Papa Kwesi Nduom called the meeting to order.
Roll Call
Dr. Papa Kwesi Nduom William C. Goodall Dr. James L. Buckner
Joseph E. Moore, Jr. Lisa L. Finch Carole Wood
Yvonne Nduom Chiefy Nduom, Esq. Dr. Nana Kweku Nduom
Robert Klamp Jeremy Miller
Scribe: Cynthia S. Williams
The meeting opened with prayer led by Mr. William Goodall.
Dr. Nduom reviewed the process conducted in finalizing the Plan of Voluntary Supervisory Conversion and Stock Purchase Agreement which initiated the change of control with ISF's attorneys and Office of the Comptroller of the Currency. He indicated that with the exception of the distribution of shares certificates and the filing of the shareholder resolution, the official closing is expected to be completed by close of business today.
Dr. Nduom announced the inauguration of a new board of directors and the appointment of new officers as follows:
Board of Directors:
Dr. Papa Kwesi Nduom Mr. William C. Goodall Dr. James L. Buckner Mrs. Lisa L. Finch Mrs. Yvonne Nduom Mr. Joseph E. Moore, Jr. Mrs. Carole C. Wood
Dr: Nduom stated that he plans to reach out to former ISF board member, Donald Davidson, Sr. who resigned from ISF's board of directors earlier this year, to see if he may be interested in the opportunity to join the new appointment of board of directors.
Non-voting advisory board members: Dr. Nana Kweku Nduom P.W. Chiefy Nduom, Esq
Officers:
Robert Klamp, Chief Executive Officer
Monica D. Thomas, Senior Vice President & Community Banking Officer Jeremy Miller, Chief Lending Officer
H:\1999-2016 Board Minutes\2016 Board Minutes\Board Minutes 04-28-2016 - Thurs. Call Meeting.docx
ISF Bank
Call Meeting ofthe Board of Directors April 28,2016 Page 2
With the change of control Illinois Service Federal Savings and Loan Association will convert to a Stock Savings Bank.
Dr. Nduom further discussed plans for the bank going forward:
To address with OCC for the removal of the Consent Order and the Letter of Agreement imposed on the bank. Dr. Nduom expect to meet with the regulators within the coming weeks in May.
Confirm with OCC if there is opportunity for technical assistance
FDIC premiums - more robust indemnification for board
o D&O Insurance extended
o Reinstatement of Directors'fees
Place authority limits for management spending and spending expectations
Pay close attention to loan portfolio and to issues of compliance
Find more non-loan products to earn revenue
Dr. Nduom stated that the revised business plan and bylaws will be distributed to the board of directors. On the evening of board of directors meeting, May 19, 2016, a dinner in Mr. Norman Williams honor is being planned.
Adjournment
There-being no further business, the call meeting of the Board of Directors was adjourned.
Dr.1 Papa Kwesi Nduom, Chairman
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
JPMorgan Chase Bank, N.A.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[X] the Applicant
OR
[ ] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest:
OR
[] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 1111 Polaris Parkway
Columbus, Ohio 43240
Telephone: (312)732-6932 Fax: (312)732-7005 Email: mark.e.lester@ipmorgan.com
Name of contact person: Mark Lester
Federal Employer Identification No. (if you have one):.
Brief-description of contract, transaction or other undertaking (referred to below'as the "Matter") to
which this EDS pertains. (Include project number and location of property, if applicable): Request for Proposal for Payment ofthe Interest on the Monies of the City of Chicago and the Chicago Board of Education.
G. Which City agency or department is requesting this EDS? City of Chicago Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification ft and Contract #
Page 1 of 13
-DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
] Person
] Publicly registered business corporation
] Privately held business corporation
] Sole proprietorship
] General partnership
] Limited partnership
] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No
[X| Other (please specify) National Banking Association
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: No state. Disclosing party is organized under the federal laws of the United States of America.
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No M N/A
} B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management of the Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title SEE ATTACHMENT A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples . of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the 1 Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
JPMorgan Chase & Co. 270 Park Avenue 100%
New York, New York 10017
SECTION III BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 ofthe Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
[X] Yes [ ] No SEE ATTACHMENT B
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s):
SEE ATTACHMENT B
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid: The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|X| Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No [X] No person directly or indirectly owns 10% or more of the
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[]Yes []No
FURTHER CERTIFICATIONS
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS: SEE ATTACHMENT B
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the * Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under
- common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party / s or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with ' respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local-government as a result of
) engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department ofthe Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
SEE ATTACHMENT B
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
SEE ATTACHMENT B
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the
12-month period preceding the execution date of this EDS, to an employee, or elected or appointed
official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything
made generally available to City employees or to the general public, or (ii) food or drink provided in the
course of official City business and having a retail value of less than $20 per recipient (if none, indicate
with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
SEE ATTACHMENT B
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
FX) is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the-Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 ofthe Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) ofthe Municipal Code) is a predatory lender within the meaning of Chapter 2-32 ofthe Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 ofthe Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes fx] No SEE ATTACHMENT B
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.l., provide the names and business addresses of the City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. SEE ATTACHMENT B
E, CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
X 2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SEE ATTACHMENT C
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City arc not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
__J_oi. Applicable
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
- Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[]Yes []No If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes []No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[]Ycs [JNo
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N,
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, ¦ any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at jaw, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response.to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1-23 and Section 2-154-020 ofthe Municipal Code.
The Disclosing Party represents and warrants that:
Page 11 of 13
'•> F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
SEE ATTACHMENT B
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all ) certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
JPMorgan Chase Bank, N.A.
(Print or type name of Disclosing Party)
Bv: /»
(Sign here)
Mark Lester (Print or type name of person signing)
Authorized Officer
(Print or type title of person signing)
at
Signed and sworn to before me on (date) I 0 ^ ~ ( L/>
Commission expires: (p " 2 7^~\ I^J
County,
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as ofthe date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.1 .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 ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
To the Authorized Representative's knowledge, information and belief after 1
[ ] Yes fX] No reasonable inquiry
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes |x] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 ofthe Municipal Code?
[ ]Yes [ ]No [X] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.l Directors:
Linda B. Bammann James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Michael A. Neal Lee R. Raymond
William C. Weldon (Non-executive Chairman of the Board)
Executive Officers/Operating
James Dimon Ashley Bacon John L. Donnelly Mary Callahan Erdoes Stacey Friedman Marianne Lake Douglas B. Petno Daniel E. Pinto Gordon A. Smith Matthew E. Zames
Committee:
Chief Executive Officer and President
Chief Risk Officer
Head of Human Resources
Chief Executive Officer of Asset Management
General Counsel
Chief Financial Officer
Chief Executive Officer of Commercial Banking Chief Executive Officer of Corporate & Investment Bank Chief Executive Officer of Consumer & Community Banking Chief Operating Officer
Page 1 of 15
Notes regarding additional, select officer titles with JPMCB:
William C. Weldon Non-executive Chairman of the Board
James R. Vallone General Auditor
Louis Rauchenberger Chief Compliance Officer
John S. Horner Treasurer
Molly Carpenter Secretary
Robert A. Dapice Controller
Page 2 of 15
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the undersigned's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update to this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or -consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B. 1 With respect to Section V, paragraph B. 1. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase & Co.'s publicly-filed disclosures, including its most recent Annual Report on
Page 3 of 15
Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
).
B.2 (a-e) With respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors of the Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitmst, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05).
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release . (available at
05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy of the statements contained in Section V, paragraph B.3 (a & d) only as to the Disclosing Party and its executive officers and directors. Based on the
Page 4 of 15
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
&B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective bidders as to this transaction, or been a party to any such agreement. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's internet site (www.sec.gov ) (the "SEC filings") and the public record of each
Page 5 of 15
matter identified in the SEC filings. The Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the foregoing matters would have a material adverse effect on this transaction.
B. 7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS.
B.9 The Authorized Representative certifies as to the statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party
D. INTEREST IN CITY BUSINESS
D.l & DA As to the disclosures set forth in Section V, paragraphs D. 1 &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf of the Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES. DISCLOSURE
F. I The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes
Page 6 of 15
or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Party was not aware of previously, Disclosing Party will immediately address them.
Page 7 of 15
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
The following response is true, accurate based on the Authorized Representative's knowledge, information, and belief relying on information prepared on February 24, 2009, by a consultant at the direction of JPMorgan Chase & Co.
SECTION V - CERTIFICATIONS
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS.
The Disclosing Party assumed its current name on November 13, 2004, when JPMorgan Chase Bank, a New York banking corporation, was converted into a national banking association under the name JPMorgan Chase Bank, National Association, and both Bank One, National Association (main office Chicago) and Bank One, National Association (main office Columbus) merged into it with the Disclosing Party being the surviving entity.
With regard to predecessors of the Disclosing Party as it existed prior to such merger ("JPMorgan Chase"), the Disclosing Party reports that J. Pierpont Morgan, Sr. was associated with George Peabody & Company and J.S. Morgan & Company (the "Peabody Firms") before he founded Drexel Morgan & Company, which ultimately became part of JPMorgan Chase. Capital supplied by Junius S. Morgan and J. Pierpont Morgan, Sr. appears to have been used to capitalize Drexel Morgan & Company in 1871. Upon the death of Junius S. Morgan, J.S. Morgan & Company came under the control of J. Pierpont Morgan, Sr. and became affiliated with J.P. Morgan & Co. Records indicate that the Peabody Firms had customers that appear to have used enslaved individuals.
JPMorgan Chase and the Bank One banks referred to above (collectively, "Bank One") had predecessor banks in states outside the South that purchased notes issued by, issued letters of credit or made loans to, and/or maintained correspondent accounts with municipalities, banks, companies and individuals located in Southern states where slavery was practiced during the slavery era. These municipalities, banks, companies and individuals are listed on Attachment 1.
Bank One had predecessor banks before 1866 in three Southern states: Kentucky, Louisiana and Virginia. Searches revealed slavery-related information about two Louisiana banks, the Canal Bank (formed in 1831) and the Citizens Bank (formed in 1833), and the Lexington branch of the second Bank of Kentucky (formed in 1835). In 1924 Citizens Bank and Canal Bank merged. Predecessors of JPMorgan Chase had longstanding banking relationships with Canal Bank and its predecessors (see Attachment 1), were creditors of Canal Bank and, in 1931, it appears that a predecessor of JPMorgan Chase led a group of investors that provided capital to Canal Bank and this predecessor of JPMorgan Chase became a shareholder and took a controlling management interest in the Canal Bank. The Canal Bank was placed into liquidation in March-May 1933 based on actions by the State of Louisiana and the federal
Page 8 of 15
government. In May 1933, The National Bank of Commerce in New Orleans was formed pursuant to an executive order approved by President Roosevelt and its assets included some of the deposits and loans of the old Canal Bank. Most of the capital for The National Bank of Commerce was provided by the Reconstruction Finance Corporation (owned by the U.S. government), with the remainder coming from new shareholders. The U.S. government also provided over $13 million toward the liquidation of the old Canal Bank. In 1947 and 1969, The National Bank of Commerce in New Orleans made two grants to Tulane University, . which included archives of the Citizens Bank and Canal Bank. These materials are held at the Tulane Manuscripts Department, Special Collections Division, Howard-Tilton Memorial Library at Tulane University in New Orleans, Louisiana (collectively, the "Tulane Records"). In 1865, the First National Bank of Lexington (subsequently a part of First Security Corporation of Kentucky which was acquired by Bank One in 1992) was formed and assumed the operations of the Lexington Branch of the second Bank of Kentucky. Public records pertaining to the Lexington Branch of the second Bank of Kentucky have been discovered that contain records relevant to this certification (the "Lexington Records"). The Tulane Records, the Lexington Records and other records indicate that:
Citizens Bank and Canal Bank provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 21,000 enslaved individuals were listed among the collateral covered by mortgages given to the Louisiana banks.
The Lexington Branch of the second Bank of Kentucky also provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1835 to 1865, taking into account the duplication and/or absence of exact data, approximately 55 enslaved individuals were listed among the collateral covered by mortgages given to the Lexington Branch' of the second Bank of Kentucky.
3. When mortgages went unpaid, the banks could initiate foreclosure proceedings. When
. this occurred, the bank could take ownership of the collateral. The. available records do
not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 1,300 enslaved individuals were listed among the collateral that the Louisiana banks came to own. There is no evidence of foreclosure proceedings initiated by the Lexington Branch of the second Bank of Kentucky.
Attachment 2 lists information on mortgages as to which one of the Louisiana banks came to own enslaved individuals through foreclosure proceedings, including, where available, the names of those individuals and their prior or subsequent owners. Attachment 3 lists information on mortgages as to which one of the three banks held collateral that included enslaved individuals, including, where available, the names of those individuals and their prior or subsequent owners. The attachments will be supplemented as necessary to reflect any additional information located.
Page 9 of 15
On September 25, 2008, the Disclosing Party acquired from the Federal Deposit Insurance Corporation, as the Receiver of Washington Mutual Bank, Henderson, NV (the "Receiver") certain assets of Washington Mutual Bank.
A review of the records of Washington Mutual Bank, including the records of its predecessor entities, has disclosed no evidence that Washington Mutual Bank nor any of its predecessors had any investments or profits from slavery, any direct involvement in the slave trade, any direct ownership in slaves, or any slaveholder insurance policies from the slavery era. There is evidence, however, that one predecessor entity, The Bowery Savings Bank, New York (1834) ("Bowery Savings"), purchased a $100,000 bond of a slave holding state, North Carolina. A total of $44,000 was paid to Bowery Savings by North Carolina in 1868 on account of the bond.
Page 10 of 15
ATTACHMENT 1 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
Agricultural Bank of Mississippi
Baltimore & Ohio Rail Road Company
Bank of Alabama
Bank of Alexandria (Virginia)
Bank of Ashland at Shelbyville
Bank of Augusta (Georgia)
Bank of Kentucky
Bank of Louisiana
Bank of Louisville
Bank of Metropolis
Bank of Mobile
Bank of Missouri
Bank of North Carolina
Bank of South Carolina
Bank of the State of Missouri
Bank of Tennessee
Bank of Virginia
Barnett, Ellison & Co.
Beers & Brunell
Beers & Co.
Canal & Rail Road Bank of Vicksburg
Carrolton Bank of New Orleans
Charleston Fire & Marine Insurance Company
Chattahoochee Rail Road and Banking Company
City Bank of New Orleans
Commercial & Rail Road Bank of Vicksburg
Commercial Bank of Manchester (Mississippi)
Commercial Bank of New Orleans
Commercial Bank of Selma
Corporation of the City of New Orleans
Corporation of the City of Savannah
Davis & Davis
Delaware & Hudson Canal Company
E.I. Forestall of New Orleans
ER Tyler of New Orleans
E. Warfield, Lexington, Kentucky
Exchange & Banking Company of New Orleans
Exchange Bank of Virginia at Richmond
Page 11 of 15
Franklin Bank of Baltimore First Bank of Richmond
Hunt, Morton & Quigby of Louisville (Kentucky) J.D. Beers & Co.
Louisiana & Nashville Railroad Company Mechanics & Traders Bank of New Orleans Merchant & Planters Bank of Savannah Merchants Bank of Baltimore Mississippi Sound Company Mr. Pastoret
Mr. S. Reid Irving & Co. (Cotton) Nashville and Northwestern Rail Road Co. New Orleans Canal & Banking Company North Western Bank of Virginia
Philadelphia, Wilmington & Baltimore Rail Road Company
Planters & Mechanics Bank of Charleston
Planters & Mechanics Bank of Mobile
Planters & Merchants Bank of Charleston
Planters Bank of Jackson (Mississippi)
Planters Bank of Natchez
Planters Bank of Savannah
Planters Bank of Tennessee
Robert Kinder House
Ross & Coleman
South Western Rail Road Bank of Charleston Southern Bank of Alabama Southern Bank of Kentucky
Southern Life Insurance & Trust Company of Florida
Southern Trust Company
Southwestern Rail Road Bank (South Carolina)
S. Reid Irving & Company
State & Metcalf of Gainsville, Georgia
State of Alabama
State of Florida
State of Georgia
State of Mississippi
T.T. Crittenden, Lexington and Huntsville, Kentucky Tuscumbice and Decatur Rail Road Company Union Bank of Charleston Union Bank of Florida Union Bank of Tennessee
Page .12 of 15
ATTACHMENT 2 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS OWNED BY CITIZENS BANK OF LOUISIANA AND NEW ORLEANS CANAL & BANKING COMPANY
Page 13 of 15
ATTACHMENT 3 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS MORTGAGED TO CITIZENS BANK OF LOUISIANA, NEW ORLEANS CANAL & BANKING COMPANY AND LEXINGTON BRANCH OF THE SECOND BANK OF KENTUCKY
Page 14 of 15
Due to their voluminous size, Attachments 2 and 3 are not attached hereto.
Please see the Economic Disclosure Statement of JPMorgan Chase & Co. for Attachments 2 and 3 in their entirety.
Page 15 of 15
a x
«2
B
z.
Ii
_
S o c o w
w
s a
s
X3
U o
£1
o
u
X)
o
t—I
o O
-*-»|1010|O
¦s
Ui
O
o
•a
u
4> 43
00
a
w
|1010|© 3
a M
u
a
|10 10|BQ
ii|1010|U -a (J —
§ s - -s-
. U O C f O o «
5 S S £
i ° b 6|1010|W i/l i/l
!<§)
e
U Of g
-IS
_ _
•a
_ w O
(j -a (j _ s § „¦._
_ jo X) _
M 8 ° | I O fc O
ill!
fti UJ 00 t/1
18
U -o U O!
£1 -rj -C
|S S I
lilt I M §
Pi UI CO CO
a e 2 f,
I" I- i
¦8 ? — o
§^2
|1010|r
* B o w
, 3 !/¦ 4*
o o o fl
^£ «5 I'Sl 5
5 5 e E? » « S£ ,
2 Q O = Z
„6 "
3 5 I *
3 e * 5
: UI
O E O ^ C
z a O E .5 (J
—I
c 6/12/2016 10/6/2016 10/6/2016 10/4/2016
Waiting for Update Waiting for Update No Modificatioa e o ¦a d C ¦3 o S o Z s o •n n u © S Z
Records naming JPMC Executive Officers and Shareholder records. Corporate Secretary Ownership Records JPMC vendor records compared to public record of Alderpersons and their business interests Code of Conduct Records and Executive Officers and Directors attestations given by JPMorgan Chase Bank N.A Code of Conduct Records and Executive Officers and Directors attestations given by JPMorgan Chase Bank, N.A. LOB or LOB legal identifies accordingly if applicable. There were no subcontractors used in this bid.
Primary Contact OTS Legal Subsidiary Management Team ots legal subsidiary management team®. iDmchase.com Secondary Contact Anthony Horan (212)270-7122 Anthonv HoranfSJChase.com Primary Contact OTS Legal Subsidiary Management Team ots leeal subsidiary manasement teamfS) irjmchase.com Secondary Contact Tracy Smithson (614)213-2282 tracv.l.smithson®.iDmchase.com Primary Contact Denise G. Connors (212) 270-2573 Denise G.Connors(5)chase com Secondary Contact Anthony Horan (212)270-7122 Anthonv.Horanffi.Chase com Primary Contact Denise G. Connors (212) 270-2573 Denise G ConnorsiSichase.com Secondary Contact Anthony Horan (212) 270-7122 Anthonv.HoranlSiChase.com LOB Mark Lester
Office ofthe Secretary Accounts Payable Department Officers/ Directors Officers/ Directors LOB obtains certifications
Name and title ofa Declarant's Executive Officers/Directors with more than 7.5% ownership in JPMorgan Chase Bank, \.A. JPMC Business Relationships with elected officials Information regarding Executive Officers and Directors' business relationships with City for JPMorgan Chase & Co. Information regarding Executive Officers and Directors' business relationships with City foi JPMorgan Chase Bank, N.A. Subcontractors and other retained parties and their certifications in V.B.3-5
>
.5 -o « 5
vt
3 e
X>
¦|e s % ¦§1-8 3
3 « " S 8 S 5 8 ei aj t/i t/i
o -a 8
§02 =
"8 8
(J UJ
(/l t> _
¦a > jf
O "O OB C W M O
13 i= -a it:
§ O
" "Is
S "*
U tu Q E?
« m u S J9 Pus
v E
C v
E GD £ 8
S « E
H O
-3
2 q rs
|109|o|109|S £
O 3 '
(J u ,
to!
Cm q
3 52 2
|1010|
"on.
to En
? s So
8 S3
¦§ 2 — °
s<«/3
o
6 S
O Q
e a
O Q
c o 2 a a | | s B * J £ | s § § u a
£ UJ Q SttU
I 8E gg|< z a o 2.2 q z
"H E "5 —
n c3 c (j
KG E g
c O o p»
§ Sf el
J 8 a ~ .
JS W D £ U
y U M
la 5 ctj
c O
£ ui 5 £ cs
>
10/4/2016 10/19/2016 10/6/2016 10/6/2016 I0/4/20I6 10/4/2016
No Modification No Modification No Modification Q C ¦a « u is ¦3 1 No Modification No Modification
Litigation database containing record of judgments and pending claims filed by a governmental entity or regulatory body Perform search of JPMorgan Chase & Co. and JPMorgan Chase Bank, N.A., on the excluded parties list system found HERE: Code of Conduct Records and Executive Officers and Directors attestations given by . JPMorgan Chase & Co. Code of Conduct Records and Executive Officers and Directors attestations given by JPMorgan Chase Bank, N.A. Litigation database containing record of judgments and pending claims filed by a governmental entity or regulatory body Litigation database containing record of judgments and
Primary Contact Henry Shymanski (313)256-0552 henrv.shvmanski(2).iDmchase com Secondary Contact Gloria MitJca (312) 732-3254 alona.mitka@iprnchase.com Primary Contact John C. Gholar Primary Contact Denise G. Connors (212)270-2573 Denise G Connors@chase.com Secondary Contact Anthony Horan (212)270-7122 Anthonv.Horan@Chase.com Primary Contact Denise G. Connors (212) 270-2573 Denise G.Connors@chase.com Secondary Contact Anthonv Horan (212)270-7122 Anthonv HoranffiChase.com Primary Contact Henry Shvmanski (313)256-0552 henrv shvmanski@iDmchase.com Secondary Contact Gloria Milka (312) 732-3254 eloria.mitkaffiipmchase com Primary Contact Henry Shymanski
Litigation Department Designee Officers/ Directors Officers/ Directors Litigation Department Litigation Department
Litigation and Charges pertaining to Declarant Excluded Parties List System Information regarding txccutivc Officers and Directors' criminal record for JPMorgan Chase & Co. Information regarding Executive Officers and Directors' criminal record for JPMorgan Cbasc Bank, N.A. Litigation and Charges pertaining to Declarant Litigation and Charges pertaining to Declarant
ri > ? « > V.B.3(a-d)
10/4/2016 10/4/2016 10/3/2016
a o ¦a « u 1= o s o z No Modification Waiting for Update a o •a a ts ¦3 o 1
pending claims filed by a governmental entity or regulatory body Litigation database containing record ofjudgments and pending claims filed by a governmental entity or regulatory body Review OFAC Lists Review code of Conduct records of requests made second job approval Review records listing previous employment of newly hired employees*** Review of newly identified information Review code of Conduct records of requests made second job approval Review records listing previous employment of newly hired employees*** Review of newly identified information
(313)256-0552 henrv.shvmanskiffiiDmchase com Secondary Contact Gloria Mitka (312)732-3254 gloria mitkaffiiomchase com Primary Contact Henry Shymanski (313)256-0552 henrv.shvmanskiOiDmchase com Secondary Contact Gloria Mitka (312) 732-3254 Bloria.mitkaffiipmchase.com Primary Contact Karen Moretti 312-732-1259 karen.a morettifSichase com Secondary Contact Jeremy Warren (312)732-2456 ieremy.n warrenfaiiDmchase.com Primary Contact Elizabeth M. Barbosa (212 270 8223) eli2abeth.m.barbosa(2!chase com Secondary Contact StaceyNWilliams (212)464-1622 Suzanne mushanevfiJlipmchase com Primary Contacts Tammi Palmer-Smith (201)595-6071 Tammi. Palmcr-Smithi2!Chase com Primary Contacts Pete Reist (302) 758-1922 Deter.p reistfoJipmchase.com Secondary Contact
Litigation Department OFAC Sanctions Screening Management Office of the Secretary Human Resources
Litigation and Charges pertaining to Declarant OFAC Part time employees and JPMC employees previously employed by Chicago Part time employees and JPMC employees previously employed by Chicago
V.B.4 V.B.5 V.B.S
5/25/2016 5/25/2016 7/7/2016
Waiting for Update Waiting for Update Waiting for Update Waiting for Update
Lobbyist activity reports Chicago Predatory Lending ordinance Merger or acquisition records
. Suzanne Y Mushaney (636) 386-5802 suzanne.mushanev@iDmchase.com Primary Contact Lauren Casey (212) 270-5906 allison.r.swatek@iDmchase.com Secondary Contact Steven S. Tomasic (312) 732-5853 steven.s.tomasic@.iDmchase com Primary Contact Ryan Fiedler (312)732-3005 Rvan.Fiedler@iomchase.com Secondary Contract Nathaniel Pusey (312)732-6060 Nathaniel.W.Pusev@chase.com Primary Contacts Paul Lukas (20l)-273-5934ext.5934 paul.a lukas@ipmchase.com Secondary' Contact Jon D Greenlee (212)270-3930 ion.d.ereenlec@iprnchase.com Primary Contact Neila Radin (212)270-0938 Neila.Radin@chase.com
Global Political Law u .1 n. B o CJ (0 o Mortgage Banking Legal Legal
Gifts (meals) to officials Political gifts and entertainment Predatory Lending Slavery Disclosure/ .fPMorgan Chase & Co.
V.B. 9 V.B. 9 V.C.2 V.E.1
10/4/2016 10/13/2016 10/3/2016 10/3/2016 10/3/2016
Waiting Tor Update No Modiflcation a o ¦a 3 ¦5 o S o Z CI 1 B O a '¦3 o E © Z a .5 1 i= ¦3 o E o Z wi a o '13 « V e ¦5 o E o Z
Merger or acquisition records Whether this specific deal is federally funded. Human Resources Records but only if this is a federally funded matter which will be determined by the Applicant or Disclosing Party Tax records Tax records Tax records
Primary Cootact Neila Radin (212)270-0938 "Neila.Radinffichase.com Mark Lester Primary Contact Carolyn Cochran (602)221-4549 carolvn.cochran!2>iDmchase com Secondary Contact: Lori N. Relkin (602)221-2870 lonlabarrfSiiprnchase com Primary Contact Sales Tax an Personal Property douslas slassbum@.iDmchase com Secondary Contact Clifford A Koenig (614)217-9513 Clifford a kocmeffiiDmchase com Primary Contact Sales Tax an Personal Property tom.a.schnurrfoiipmchase com Secondary Contact Clifford A Koenig (614)217-9513 Clifford.a.koenigfaipmchase.com Primary Contact Sales Tax an Personal Property Christopher mohrfSiomchase com Secondary Contact Louis A Lepore (212)552-1120 leoore louis(5)iDmorzan.com
13 on u _] Deal Manager Human Resources Sales and Use Tax Operations Personal Property Tax Manager / Thomas Schnurr State & Local Income & Franchise Taxes
Slavery Disclosure/ JPMorgan Chase Bank, N.A. Lobbying Labor, Employment, EEO Tax Certification Tax Certification Tax Certification
V.E.1 VIA VLB VII.F.1
10/13/2016 10/6/2016 10/6/2016 10/4/2016 10/4/2016
No modifications No Modification No Modification No Modification No Modification
Tax records Executive Officers and Directors attestations based upon personal knowledge Executive Officers and Directors attestations based upon personal knowledge Litigation database containing record ofjudgments and pending claims filed by a governmental entity or regulatory body Litigation database containing record ofjudgments and pending claims filed by a governmental entity or regulatory body
Primary Contact ' Edward P. Rooney (2011 595-5075 Edward P Roonevffichase com Secondary Contact Robert C Guardiola 212) 270-2165 Robert. C Guardiolafflchase.com Primary Contact Denise G. Connors 212-270-2573 Denise G Connorsf51chase.com Secondary Contact Anthony Horan (212)270-7122 Anthonv, Hoiari[2!Qiase,com Primary Contact Denise G. Connors 212-270-2573 Denise.G.Connorsfolchase com Secondary Contact Anthony Horan (212)270-7122 Anthonv.Horanf2iChase.com Primary Contact Henry Shymanski (313)256-0552 henrv.shvmanski'Slinmchase com Secondary Contact Gloria Mitka (312) 732-3254 Eloria.mitkafSliDmchase.com Primary' Contact Henry Shymanski (313)256-0552 henrv.shvmanskiffl.irjmchase.com Secondary Contact Gloria Mitka (312)732-3254 eloria.mitka(2!ir>mchasc com
Real Property Tax/ LOB Disclosing Party/ JPMorgan Chase & Co. LOB Disclosing Party/ JPMorgan Chase Bank, N.A. LOB Disclosing Party/ JPMorgan Chase & Co. LOB Disclosing Party/ JPMorgan Chase Bank, N.A.
Tax Certification Familial Relationships with Elected Officials Familial Relationships with Elected Officials Scofflaw Certification Scofflaw Certification
Appendix A Appendix A Appendix B Appendix B
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
JPMorgan Chase & Co.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the
Applicant in which the Disclosing Party holds an interest: JPMorgan Chase Bank, N.A.
OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name ofthe entity in
which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 270 Park Avenue
New York, New York 10017
Telephone: (312) 732-6932 Fax: (312) 732-7005 Email: mark.e.lester@jpiTOrgan.com
Name of contact person: Mark Lester
Federal Employer Identification No. (if you have one):
Brief description of contract, transaction or other undertaking (referred to below as the "Matter"), to which this EDS pertains. (Include project number and location of property, if applicable):
Request for Proposal for Payment of the Interest on the Monies of the City of Chicago and the Chicago Board of Education.
G. Which City agency or department is requesting this EDS? City of Chicago Department of Finance
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract # *
Page 1 of 13
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
; A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[X] Publicly registered business corporation
[ ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[]Yes []No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[X] Yes []No []N/A
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles of all executive officers and all directors of the entity. NOTE: For not-for-profit corporations, also list below all members, if any, which are legal entities. If there are no such members, write "no members." For trusts, estates or other similar entities, list below the legal titleholder(s).
If the entity is a general partnership, limited partnership, limited liability company, limited liability partnership or joint venture, list below the name and title of each general partner, managing member, manager or any other person or entity that controls the day-to-day management ofthe Disclosing Party. NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title SEE ATTACHMENT A
2. Please provide the following information concerning each person or entity having a direct or indirect beneficial interest (including ownership) in excess of 7.5% of the Disclosing Party. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture,
Page 2 of 13
interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, . - -.( estate or other similar entity. If none, state "None." NOTE: Pursuant to Section 2-154-030 of the ' Municipal Code of Chicago ("Municipal Code"), the City may require any such additional information from any applicant which is reasonably intended to achieve full disclosure.
Name Business Address Percentage Interest in the
Disclosing Party
None, to the best of the Disclosing Party's knowledge and belief
SECTION III - BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
Has the Disclosing Party had a "business relationship," as defined in Chapter 2-156 of the Municipal Code, with any City elected official in the 12 months before the date this EDS is signed?
MYes []No
If yes, please identify below the name(s) of such City elected official(s) and describe such
relationship(s): ^ SEE ATTACHMENT B
SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees.paid orestimated to be paid. The Disclosing Party is not/required to disclose . ¦ employees who are paid solely through the Disclosing Party's regular payroll.
"Lobbyist" means any person or entity who undertakes to influence any legislative or administrative action on behalf of any person or entity other than: (1) a not-for-profit entity, on an unpaid basis, or (2) himself. "Lobbyist" also means any person or entity any part of whose duties as an employee of another includes undertaking to influence any legislative or administrative action.
If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 13
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under Municipal Code Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No |X] No person directly or indirectly owns 10% or more ofthe
Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[]Yes []No
FURTHER CERTIFICATIONS ';"
1. Pursuant to Municipal Code Chapter 1-23, Article I ("Article I")(which the Applicant should consult for defined terms (e.g., "doing business") and legal requirements), if the Disclosing Party submitting this EDS is the Applicant and is doing business with the City, then the Disclosing Party certifies as follows: (i) neither the Applicant nor any controlling person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If Article I applies to the Applicant, the permanent compliance timeframe in Article I supersedes some five-year compliance timeframes in certifications 2 and 3 below.
Page 4 of 13
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS: SEE ATTACHMENT B
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party,, is controjled 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 ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 13
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party \ or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).
Neither the Disclosing Party, Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of
) engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the Bureau of Industry and Security of the U.S. Department of Commerce or their successors: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the
. Debarred List. ...
The Disclosing Party understands and shall comply with the applicable requirements of Chapters 2-55 (Legislative Inspector General), 2-56 (Inspector General) and 2-156 (Governmental Ethics) of the Municipal Code.
If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
SEE ATTACHMENT B
Page 6 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
8. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the execution date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
SEE ATTACHMENT B
9. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $20 per recipient (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
SEE ATTACHMENT B
) C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
pq is [ ] is not
a "financial institution" as defined in Section 2-32-455(b) of the Municipal Code.
If .the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in Chapter 2-32 of the Municipal Code. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in Chapter 2-32 of the Municipal Code. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in Section 2-32-455(b) of the Municipal Code) is a predatory lender within the meaning of Chapter 2-32 of the Municipal Code, explain here (attach additional pages if necessary):
Page 7 of 13
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS
Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 ofthe Municipal Code: Does any official or employee 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?
[JYes |X] No SEE ATTACHMENT B
NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.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 City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[]Yes []No
If you checked "Yes" to Item D.l., provide the names and business addresses ofthe City officials or employees having such interest and identify the nature of such interest:
Name Business Address Nature of Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee. SEE ATTACHMENT B
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either 1. or 2. below. If the Disclosing Party checks 2., the Disclosing Party must disclose below or in an attachment to this EDS all information required by paragraph 2. Failure to
Page 8 of 13
comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
X 2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SEE ATTACHMENT C
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City j and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995 who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):
Not Applicable
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995 have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 9 of 13
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A.l. and A.2. above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities".
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A.l. through A.4. above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[]Yes []No If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[]Yes [JNo
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ J No
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[JYes [JNo
If you checked "No" to question 1. or 2. above, please provide an explanation:
Page 10 of 13
SECTION VII-- ACKNOWLEDGMENTS, CONTRACT INCORPORATION, COMPLIANCE, PENALTIES, DISCLOSURE
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics and Campaign Financing Ordinances, Chapters 2-156 and 2-164 of the Municipal Code, impose certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of these ordinances and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N.
Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with the applicable ordinances.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or
) void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other transactions with the City. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages. .
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided on this EDS and any attachments to this EDS may be made available to the public on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this E.DS, the. Disclosing Party waives and releases any possible .
" rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing
Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a
contract being handled by the City's Department of Procurement Services, the Disclosing Party must
update this EDS as the contract requires. NOTE: With respect to Matters subject to Article I of
Chapter 1-23 ofthe Municipal Code (imposing PERMANENT INELIGIBILITY for certain specified
offenses), the information provided herein regarding eligibility must be kept current for a longer period,
as required by Chapter 1 -23 and Section 2-154-020 of the Municipal Code.
) The Disclosing Party represents and warrants that:
Page 11 of 13
F.l. The Disclosing Party is not delinquent in the payment of any tax administered by the Illinois Department of Revenue, nor are the Disclosing Party or its Affiliated Entities delinquent in paying any fine, fee, tax or other charge owed to the City. This includes, but is not limited to, all water charges, sewer charges, license fees, parking tickets, property taxes or sales taxes.
SEE ATTACHMENT B
F.2 If the Disclosing Party is the Applicant, the Disclosing Party and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed by the U.S. E.P.A. on the federal Excluded Parties List System ("EPLS") maintained by the U. S. General Services Administration.
F.3 If the Disclosing Party is the Applicant, the Disclosing Party will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in F.l. and F.2. above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Disclosing Party has reason to believe has not provided or cannot provide truthful certifications.
NOTE: If the Disclosing Party cannot certify as to any of the items in F.l., F.2. or F.3. above, an explanatory statement must be attached to this EDS.
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS and Appendix A (if applicable) on behalf of the Disclosing Party, and (2) warrants that all f certifications and statements contained in this EDS and Appendix A (if applicable) are true, accurate and complete as of the date furnished to the City.
JPMorgan Chase & Co.
(Print or type name of Disclosing Party) By:
(Sign here) Mark Lester
(Print or type name of person signing)
Authorized Officer
(Print or type title of person signing)
Signed.and sworn to before me on (date) /Q ~2-C| ~~ / at (lOQl^ County, vjtl • (state).
Notary Public.
Commission expires: ip "~~ ^2 ~Z- *~
MARTHA A. CAMARILLO OFFICIAL SEAL Notary Public, Stale of Illinois My Commission Expires June 22, 2019
Page 12 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under Municipal Code Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general ) partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently . have a "familial relationship" with an elected city official or department head?
' • '¦To the Authorized-Representative's knowledge, information andbelief after ¦ •
[ ] Yes |X] No reasonable inquiry
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 13
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 percent (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to Municipal Code Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes bc]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to Section 2-92-416 of the Municipal Code?
[ ]Yes [ ]No [X] Not Applicable
3. If yes to (1) or (2) above, please identify below the name of the person or legal entity
identified as a building code scofflaw or problem landlord and the address ofthe building or buildings to which the pertinent code violations apply.
FILLING OUT THIS APPENDIX B CONSTITUTES ACKNOWLEDGMENT AND AGREEMENT THAT THIS APPENDIX B IS INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, THE ASSOCIATED EDS, AND THAT THE REPRESENTATIONS MADE IN THIS APPENDIX B ARE SUBJECT TO THE CERTIFICATION MADE UNDER PENALTY OF PERJURY ON PAGE 12 OF THE ASSOCIATED EDS.
ATTACHMENT A TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment A are true, accurate and complete based on the undersigned's ("Authorized Representative") knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries.
SECTION II B.l Directors:
James A. Bell Crandall C. Bowles Stephen B. Burke James S. Crown James Dimon Timothy P. Flynn Laban P. Jackson, Jr. Lee R. Raymond William C. Weldon Linda Bammann Michael A. Neal
Executive Officers/Operating
Ashley Bacon Stacey Friedman James Dimon
John L. Donnelly Mary E. Erdoes Marianne Lake Douglas B. Petno Daniel E. Pinto
Gordon A. Smith
Matthew E. Zames
Committee:
Chief Risk Officer General Counsel
Chairman of the Board, Chief Executive Officer and
President ... ...... ; ...
Head of Human Resources
Chief Executive Officer of Asset Management
Chief Financial Officer
Chief Executive Officer of Commercial Banking
Chief Executive Officer of the Corporate & Investment
Bank
Chief Executive Officer of Consumer & Community Banking
Chief Operating Officer
Page 1 of 13
ATTACHMENT B TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Parry holding an interest in the Applicant)
Responses contained in the corresponding EDS and this Attachment B are true, accurate and complete based on the Authorized Representative's knowledge, information and belief, upon due inquiry by relying on information provided by other employees of the Disclosing Party or its affiliates or subsidiaries. Some sections of the EDS are in the process of being updated. The Disclosing Party will provide the City of Chicago with an update to this Disclosure Statement if there are any material changes to the matters disclosed herein.
SECTION III: BUSINESS RELATIONSHIPS WITH CITY ELECTED OFFICIALS
The Authorized Representative certifies on behalf of the Disclosing Party knowledge of an existing "business relationship" during the 12 months prior to the date of execution of the foregoing Economic Disclosure Statement and Affidavit between JPMorgan Chase Bank, National Association (the "Bank"), a subsidiary of JPMorgan Chase & Co., and the law firm of Klafter and Burke. Klafter and Burke has provided real estate tax protest legal services on behalf of the Bank. Alderman Edward M. Burke is a partner of the firm of Klafter and Burke.
SECTION IV: DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
With respect to Section IV, the Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that the Disclosing Party has not retained a subcontractor, attorney, lobbyist, accountant, or consultant in connection with the Matter.
SECTION V: CERTIFICATIONS
B. FURTHER CERTIFICATIONS
B.l With respect to Section V, paragraph B.l. the Authorized Representative certifies
based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor any Controlling Person is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any sister agency. For continual updates of material matters, please refer to JPMorgan Chase
Page 2 of 13
& Co.'s publicly-filed disclosures, including its most recent Annual Report on
Form lOK and Quarterly Reports on Form 10-Q filed with the U.S. Securities and
Exchange Commission (available at:
).
B.2 (a-e) With respect to Section V, paragraph B.2 (a-e), the Authorized Representative
certifies based on the Authorized Representative's knowledge, information, and
belief, upon due inquiry, that such statements are accurate with respect to the
executive officers and directors of the Disclosing Party. Based on the Authorized
Representative's knowledge, information, and belief, upon due inquiry, JPMorgan
Chase & Co. and/or its subsidiaries (collectively, the "Firm") are defendants or
putative defendants in numerous legal proceedings, including private civil
litigations and regulatory/government investigations. The litigations range from
individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
exchange activities (available at
organchase/releasedetaU.cfm?ReleaseID=9141.
.05). • ''
On May 20, 2015, JPMorgan Chase & Co. entered a plea of guilty to a single
violation of federal antitrust law and is currently awaiting sentencing by the court.
Additional information regarding the plea and resolutions of other investigations
related to the Firm's foreign exchange activities is available via May 20, 2015
press release (available at
05).
B.3 (a&d) The Authorized Representative certifies on behalf of the Disclosing Party the accuracy ofthe statements contained in Section V, paragraph B.3 (a & d) only as
Page 3 of 13
to the Disclosing Party and its executive officers and directors. Based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry,
JPMorgan Chase & Co. and/or its subsidiaries (collectively, the "Firm") are
defendants or putative defendants in numerous legal proceedings, including private
civil litigations and regulatory/government investigations. The litigations range
from individual actions involving a single plaintiff to class action lawsuits with
potentially millions of class members. Investigations involve both formal and
informal proceedings, by both governmental agencies and self-regulatory
organizations. These legal proceedings are at varying stages of adjudication,
arbitration or investigation, and involve each of the Firm's lines of business and
geographies and a wide variety of claims (including common law tort and contract
claims and statutory antitrust, securities and consumer protection claims), some of
which present novel legal theories. Based on current knowledge, the Firm believes
it has asserted meritorious defenses to the claims asserted against it in its currently
outstanding legal proceedings, intends to defend itself vigorously in all such
matters and does not believe that any pending legal proceeding would have a
material effect on the Firm's performance of the services contemplated by the
RFP. For further discussion, please refer to JPMorgan Chase & Co.'s publicly-
filed disclosures, including its most recent Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange
Commission (available at:
). Reference is also made to
a press release issued on May 20, 2015 concerning settlements related to foreign
} exchange activities (available at
05). Furthermore, with respect to the Living Wage ordinance, the Disclosing Party has not, during the five years before the execution date of this EDS, been determined to have violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance) as it relates to base wages.
B.3 (b&c)
& B.4 The Disclosing Party has not agreed or colluded with other bidders or prospective . bidders as to this transaction, or been a party to any such agreement... Based on-the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise. Based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, the Disclosing Party has not made an admission of such conduct described in B.3 a. or b. above that is a matter of record, and has not been prosecuted for such conduct, except to the extent set forth in the summaries of material legal proceedings involving JPMorgan Chase & Co. or its subsidiaries within the last five years are referenced in JPMorgan Chase & Co.'s Form 10-K, Form 10-Q, and any Form 8-K filing, all as filed with the Securities and Exchange Commission ("SEC") and all available through J.P. Morgan's internet site or through the SEC's
Page 4 of 13
internet site (www.sec.gov1 (the "SEC filings") and the public record of each matter identified in the SEC filings. The Authorized Representative certifies based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none of the foregoing matters would have a material adverse effect on this transaction.
B.7 Except as otherwise set forth in Attachment B, the Authorized Representative on
behalf of the Disclosing Party does not make any certification whatsoever with respect to any Applicable Party other than the Disclosing Party. The Authorized Representative on behalf of the Disclosing Party also certifies that it has not engaged any sub-contractor with respect to this transaction.
B.8 The Authorized Representative, on behalf of the Disclosing Party, certifies as to
the statement in Section V, paragraph B.8 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, none ofthe Bank employees were previously City of Chicago employees during the 12-month period preceding the execution date of this EDS.
B.9 The Authorized Representative certifies as to the ¦ statement in Section V,
paragraph B.9 that, based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, no gifts were provided by employees of the Disclosing Party
D. INTEREST IN CITY BUSINESS
D.l & DA As to the disclosures set forth in Section V, paragraphs D.l &D.4, based on the
Authorized Representative's knowledge, information, and belief, upon due inquiry, on behalf of the Disclosing Party, to the extent the Disclosing Party has any control the Authorized Representative certifies that no official or employee of the City of Chicago has a financial interest in his or her own name or in the name of any other person in this transaction.
SECTION VII - ACKNOWLEDGMENTS, CONTRACT , INCORPORATION.; ¦ COMPLIANCE. PENALTIES, DISCLOSURE
F.l The Authorized Representative certifies on behalf of the Disclosing Party, as to the
statements contained in Section VII, paragraph F.l that based on the Authorized Representative's knowledge, information, and belief, upon due inquiry, that neither the Disclosing Party nor its affiliates are delinquent in paying any fine, fee, tax or other charge owed to the State of Illinois or the City of Chicago except for taxes that are being contested in good faith by appropriate legal proceeding and possible delinquencies in paying a fine, fee, tax or other charge related to (i) property mortgaged to the Disclosing Party or its affiliates, (ii) property owned by the Disclosing Party or its affiliates and leased to others, (iii) foreclosed property now owned by the Disclosing Party or its affiliates, (iv) property owned or held by the Disclosing Party or its affiliates as a fiduciary or nominee, and (v) fines, fees, taxes
Page 5 of 13
or other charges that are being contested in good faith by the Disclosing Party or its affiliates by appropriate legal proceeding. If there are any outstanding claims that the Disclosing Party is notified of that Disclosing Party was not aware of previously, Disclosing Party will immediately address them.
Page 6 of 13
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
The following response is true, accurate and complete to the best of the Authorized Representative's knowledge relying on information prepared by a consultant at the direction of JPMorgan Chase & Co.
SECTION V - CERTIFICATIONS
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS.
The Disclosing Party was formed on July 1, 2004, when JPMorgan Chase & Co. acquired Bank One Corporation ("Bank One").
With regard to predecessors of the Disclosing Party as it existed prior to the Bank One Corporation acquisition ("JPMorgan Chase"), the Disclosing Party reports that J. Pierpont Morgan, Sr. was associated with George Peabody & Company and J.S. Morgan & Company (the "Peabody Firms") before he founded Drexel Morgan & Company, which ultimately became part of JPMorgan Chase. Capital supplied by Junius S. Morgan and J. Pierpont Morgan, Sr. appears to have been used to capitalize Drexel Morgan & Company in 1871. Upon the death of Junius S. Morgan, J.S. Morgan & Company came under the control of J. Pierpont Morgan, Sr. and became affiliated with J.P. Morgan & Co. Records indicate that the Peabody Firms had customers that appear to have used enslaved individuals.
JPMorgan Chase and Bank One had predecessor banks in states outside the South that purchased notes issued by, issued letters of credit or made loans to, and/or maintained correspondent accounts with municipalities, banks, companies and individuals located in Southern states where slavery was practiced during the slavery era. These municipalities, . banks, companies.and individuals are.listedx>n Attachment 1.
Bank One had predecessor banks before 1866 in three Southern states: Kentucky, Louisiana and Virginia. Searches revealed slavery-related information about two Louisiana banks, the Canal Bank (formed in 1831) and the Citizens Bank (formed in 1833), and the Lexington branch of the second Bank of Kentucky (formed in 1835). In 1924 Citizens Bank and Canal Bank merged. Predecessors of JPMorgan Chase had longstanding banking relationships with Canal Bank and its predecessors (see Attachment 1), were creditors of Canal Bank and, in 1931, it appears that a predecessor of JPMorgan Chase led a group of investors that provided capital to Canal Bank and this predecessor of JPMorgan Chase became a shareholder and took a controlling management interest in the Canal Bank. The Canal Bank was placed into liquidation in March-May 1933 based on actions by the State of Louisiana and the federal government. In May 1933, The National Bank of Commerce in New Orleans was formed pursuant to an executive order approved by President Roosevelt and its assets included some ofthe deposits and loans of the old Canal Bank. Most of the capital for The National Bank of
Page 7 of 13
Commerce was provided by the Reconstruction Finance Corporation (owned by the U.S. government), with the remainder coming from new shareholders. The U.S. government also provided over $13 million toward the liquidation of the old Canal Bank. In 1947 and 1969, The National Bank of Commerce in New Orleans made two grants to Tulane University, which included archives of the Citizens Bank and Canal Bank. These materials are held at the Tulane Manuscripts Department, Special Collections Division, Howard-Tilton Memorial Library at Tulane University in New Orleans, Louisiana (collectively, the "Tulane Records"). In 1865, the First National Bank of Lexington (subsequently a part of First Security Corporation of Kentucky which was acquired by Bank One in 1992) was formed and assumed the operations of the Lexington Branch of the second Bank of Kentucky. Public records pertaining to the Lexington Branch of the second Bank of Kentucky have been discovered that contain records relevant to this certification (the "Lexington Records"). The Tulane Records, the Lexington Records and other records indicate that:
Citizens Bank and Canal Bank provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831 to 1865, taking into account the duplication and/or absence of exact data, approximately 21,000 enslaved individuals were listed among the collateral covered by mortgages given to the Louisiana banks.
The Lexington Branch of the second Bank of Kentucky also provided credit to plantation owners and accepted mortgages from them. The collateral covered by these mortgages included land, equipment and/or enslaved individuals. The available records do not always provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1835 to 1865, taking into account the duplication and/or absence of exact data, approximately 55 enslaved individuals were listed among the collateral covered by mortgages given to the Lexington Branch ofthe second Bank of Kentucky.
When mortgages went unpaid, the banks could initiate foreclosure proceedings. When this occurred, the bank could take ownership of the collateral. The available records do not always, provide the names of enslaved individuals. The Disclosing Party, however, estimates that, from 1831' to 1865, taking into account the duplication and/or absence of exact data, approximately 1,300 enslaved individuals were listed among the collateral that the Louisiana banks came to own. There is no evidence of foreclosure proceedings initiated by the Lexington Branch of the second Bank of Kentucky.
Attachment 2 lists information on mortgages as to which one ofthe Louisiana banks came to own enslaved individuals through foreclosure proceedings, including, where available, the names of those individuals and their prior or subsequent owners. Attachment 3 lists information on mortgages as to which one of the three banks held collateral that included enslaved individuals, including, where available, the names of those individuals and their prior or subsequent owners. The attachments will be supplemented as necessary to reflect any additional information located.
Page 8 of 13
On September 25, 2008, JPMorgan Chase Bank, National Association (a subsidiary of the Disclosing Party) acquired from the Federal Deposit Insurance Corporation, as the Receiver of Washington Mutual Bank, Henderson NV, certain assets of Washington Mutual Bank.
A review of the records of Washington Mutual Bank, including the records of its predecessor entities, has disclosed no evidence that Washington Mutual Bank nor any of its predecessors had any investments or profits from slavery, any direct involvement in the slave trade, any direct ownership in slaves, or any slaveholder insurance policies from the slavery era. There is evidence, however, that orie predecessor entity, The Bowery Savings Bank, New York (1834) ("Bowery Savings"), purchased a $100,000 bond ofa slave holding state, North Carolina. A total of $44,000 was paid to Bowery Savings by North Carolina in 1868 on account of the bond.
Page 9 of 13
ATTACHMENT 1 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
Agricultural Bank of Mississippi
Baltimore & Ohio Rail Road Company
Bank of Alabama
Bank of Alexandria (Virginia)
Bank of Ashland at Shelbyville
Bank of Augusta (Georgia)
Bank of Kentucky
Bank of Louisiana
Bank of Louisville
Bank of Metropolis
Bank of Mobile
Bank of Missouri
Bank of North Carolina
Bank of South Carolina
Bank ofthe State of Missouri
Bank of Tennessee
Bank of Virginia
Barnett, Ellison & Co.
Beers & Brunell
Beers & Co.
Canal & Rail Road Bank of Vicksburg
Carrolton Bank of New Orleans
Charleston Fire & Marine Insurance .Company '
Chattahoochee Rail Road and Banking Company
City Bank of New Orleans
Commercial & Rail Road Bank of Vicksburg
Commercial Bank of Manchester (Mississippi)
Commercial Bank of New Orleans
Commercial Bank of Selma
Corporation ofthe City of New Orleans
Corporation of the City of Savannah
Davis & Davis
Delaware & Hudson Canal Company
E.I. Forestall of New Orleans
ER Tyler of New Orleans
E. Warfield, Lexington, Kentucky
Exchange & Banking Company of New Orleans
Page 10 of 13
Exchange Bank of Virginia at Richmond Franklin Bank of Baltimore First Bank of Richmond
Hunt, Morton & Quigby of Louisville (Kentucky) J.D. Beers & Co.
Louisiana & Nashville Railroad Company Mechanics & Traders Bank of New Orleans Merchant & Planters Bank of Savannah Merchants Bank of Baltimore Mississippi Sound Company Mr. Pastoret
Mr. S. Reid Irving & Co. (Cotton) Nashville and Northwestern Rail Road Co. New Orleans Canal & Banking Company North Western Bank of Virginia
Philadelphia, Wilmington & Baltimore Rail Road Company
Planters & Mechanics Bank of Charleston
Planters & Mechanics Bank of Mobile
Planters & Merchants Bank of Charleston
Planters Bank of Jackson (Mississippi)
Planters Bank of Natchez
Planters Bank of Savannah
Planters Bank of Tennessee
Robert Kinder House
Ross & Coleman
South Western Rail Road Bank of Charleston Southern Bank of Alabama Southern Bank of Kentucky
Southern Life Insurance & Trust Company of Florida
Southern Trust Company
Southwestern Rail Road Bank (South Carolina)
S. Reid Irving & Company
State & Metcalf of Gainsville, Georgia
State of Alabama
State of Florida
State of Georgia
State of Mississippi
T.T. Crittenden, Lexington and Huntsville, Kentucky Tuscumbice and Decatur Rail Road Company Union Bank of Charleston Union Bank of Florida Union Bank of Tennessee
Page 11 of 13
ATTACHMENT 2 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS OWNED BY CITIZENS BANK OF LOUISIANA AND NEW ORLEANS CANAL & BANKING COMPANY
Page 12 of 13
ATTACHMENT 3 TO
ATTACHMENT C TO
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
FILED BY JPMORGAN CHASE & CO. (as a Disclosing Party holding an interest in the Applicant)
ENSLAVED INDIVIDUALS MORTGAGED TO CITIZENS BANK OF LOUISIANA, NEW ORLEANS CANAL & BANKING COMPANY AND LEXINGTON BRANCH OF THE SECOND BANK OF KENTUCKY
Page 13 of 13
cd
D)
« o
g|| to i3 -E co
Ji J
-c w
a)
- 52 J= £ a> .a
E a 3 O) « o
C CO *-<
•5 ra c o
08
c
TO
(0 § O m !*
3 2
C XI O J£ ~
Si =
rom 0. « "2 •- C c ^ .M CD
« o o
? c « flj o ^
.™ = O <0 <5 -1 co
c
TO uj
I—
*w w; O
£ 8 g b 3 xi
^ o c 5" 01 — § -a
e| S
3 E co 000 c
m x:|109|
CO
c
0) V)
cu c
o o to E >.
dso
¦a to >
.2 tJ n
¦o » o
^ *— tt>
~ c o 12 .2 >. £ ™ >
to p e »i E 3 cow ^ n «> — w 0) a> •-
- £ "° I- 8
.J2 CO CD
to
•- c
g> o ^
o co .t: £
ai
"53
CD Xj
cd at £ .E
c c o o> "2 3d) o o
CD £ ,2 c a> o *-
a)
c ™
O CO ¦J3 CD TO XI
CD
£.2
CO X)
1— o
TO
a. a) 10
•2.E
CD
is
— x:
co
TO O
> TO TO HI
^ CD CD
« 3-CT
CD CD
f» CO CD XI
is
O u CO o
¥1
CD Q.
5- 2
CD £ « ^ xt So
O CD
Q. C
"5 co c
x:
CO
L.
cu c
o
TO » C _ o
g.E
> 10 ,E
2 TO CD
a 11 x
° (13 —
CD|109|= 5 Q
t CD O XI
CO O CD TO Xt
>> XI
a* 2
o
CO
9. ro
XI
o c
— CO C O TO
nj to w LJJ o. jt
o
o
CD
co
TO X
O c
TO
E> o
c o
CD
CD X
x>
CD
2 o
e-
o o c
in
CD TO O O CO CO <
o
>.
XI
xt
CD
L_
TO Q.
CD
ro|1010|
CO X
I-
O T- T- 7-
tu cn co a.
cu cn co a.
cu cn co a.
cu cn co
CL
CU CD CO
Ol
0> cn co a.
cu cn
CO CL
CU <0
co cn
co ro
o. a.
cu co co Q.
cu CO CO Q.
CU CO CO
a.
CO
<5
CL
cu a> a.|1010|o o
c 'o a.
ro
x
CO l_
co c
cu m
CO
CL
<0
CU
¦g
CO
rr
co
a.
x: co
x: co
CO
a.
CO
i_
CO
x: O
x
a. co
co
v x:
x 'v.
ro Q.
c
"t:
ro
CO 'l—
CO 0-
£• ro
ro Q.
>> c
CO
E E ro
CO CO CO CO CO CO
x
CO
'l
CO
a.
c o
CO
c x: co ro
co 0_ 10
cu
X
o o
X
o
X (0
io Cl
co c ro
cu
X co •c
CO 0-
CO
c ro ]o
"cu u.
to I
co
co
cu cu
CO CO
ro ro
a. a.
cu
CO
ro
CL
0)
cn ro
a.
cu
CO
ro a.
CU CO CO D.
CU CO CO
a
cu co ro a
cu cu
co co
CO CO
cl a.
CN
CN
CN CN
cu cu cu cu cn cn cn co ro ro ro ro
0.0.0.0-
o
c
ro CQ CO
c
a
_N
o
co cu o c cu
CU
cu c
CU
o
sz
V)
CO Q.
c o
-C0
cu o
CO
<
X CO 'l_
ro Q.
c o
CL
E
3 CO CO
<
ro a
cu
£ o _a
'ro
O
x
(0 ' ~
CO
n.
ro c ro o
"Hi
LL
ro ID
•c ro a.|1010|cu
XI
X CO
ro a.
CU X
o
3 O
X CO *l_
ro
CO
cu x: o o
ro
ro
a.
(0
c
CO 4) k_
O
x
co ' d
CO CL
CO CU c
E cu
3 CT
IS
CL
C
ro Ql
E o a
a c
12 c ro CO
00
"ro c ro O
to c ro o
i_
O
0)
X CO
*L_
CO CL
c g 'co c cu o
CO
<
X (0
ro a
CO OJ
a; >, o > <
X CO 'C
ro
CL
ro c ro 'o
"53
LL
co
LU
X
co
ro CL c o
co cu 5: cu
0>
u|1010|o to
CO 3 10 o
Si T_
CD ~ U) o
2t ro
w o
5 is
St
co £j
as
b'
Iz 1°
= 3
CU 0)
ra 5
£ co £
« o « o c ^ c *s
O '
O
o
"2z |*
f I t- 5
3m
oo cu co
TO I— 2
Is gs as as as as|10
™ O ~ O
gags 5 1|!
o o|1010|o
(7)
—, TO
.o g
£S
«8 2
> 9: 13
1° S
z e->
CD
u
k-3
o to
.2!
TO
to
Ml CO
|s .
cu 35 °-tn^co
Sli I a* 8
CL -
< COO CM
c
|1010|0) -C
"D
c
CO
c
CQ
W 3 O
O c
CD
OQ CO
c
0) N
o
CO
CO
CO
"5
CO
cu .> >> CO
3 X) >
_c
c o
c o
CO
E
c
0) 3
cr cu co
XI 3
co «
3 O >
c o
c o
CO
u o _i
c o
CO
t2 S E
a > « ctoEt
CM CO
J2
CO 3
CU
o
TO
c to
¦a > xl c
e
o|1010|•a
cu E
CO
c
c
CO CO
E o
X
I—
of|1010|
>. a> o x
£•
CO
S3 «
jo co|1010|•g '>
TJ
C
¦o
CU
E
CO
c c
c o
CO CO|1010|
c 5 o c
¦tree
c
xt
cu
LL.
oo
CO 3 <
jo
CO 3 XI
¦>
XI
c
XI
I c
CO
a:
o oo
111 3
V)
JO CO 3
¦g '>
XI
c
XI
cu E
CO
c c|1010|CO 3 XI
>
xi c
c o
c o
(U
E i_
c «|1010|cr
cu
CO XI 3
w w|1010|o
¦> _ 2 1
o c
c ^
CL *J s—'
°1
CO C _l
.2 c
IS
x: Q- O tr-
cn co oo
C
a> c
co Xi
JO c|109|CO
co a.
el
C rS
— - 5 o
CO CL O —I
*c
to a c o
•J3
a E|1010|(0
to
<
c
CO
cu
(O
_to
CO
cu o c cu
CO
cu
XI 3
_o
CU
oca. m xi o ^
o oo
a. cu CO
fret 1^
O £ cQ 3 (U -oS j) H
2 & m .= 5
CN CO
co co to 2? E »- t o c S
10 O CO CO H »-< CO W t- O CO
c
S» to co §§ °"
rf CO J£ « *" o
Is'00
"S.C0 to
5 c
to O D
war
< CO CO
e ^
> o J2 '— co
o c . to Si-CO •=
o:
cu
e
3 O CO
c
CO
CQ ^ CO o
c o CO CO IM ~. S C
o i
CO
^£
c 8
II-
I— 0-
0)
(J
k_|1010|o
CO
CO
ra to j) 0. . cu
fuTS
c 5 co o DO j-
co 5= c ~* 'c lt5
OJ CO ?f
co -c oo LU tO ~
d
CL CD
.* i9 5 & C
,"i!25
¦St s
-C r- = C C CO C CO CO
cl t- 3 m co
00 -s
CO to J ~ ' 2 CM CO -JS CO
go CqjC
Ll ^ CO C CO t (i C CO C
UJhOH
o o
O - o
to tea
CO OO CD CO »- O) CO ^ CO
S> 2 o> ¦e -c ¦ o >> o
| N
cu C CU OHO
CU X
TJ
c
ro
4) C
jo cu x>
CO CO
<0
E
CO
OQ
>< Oi O)
cu Q.
O
2g
CO
CO c XI cu
< =
cn m
ii
3 O ><
to
CO
cu to
co c «j:
co' cu
10
o
CU
E>
o cu CD
E
CO
x
c
xt
<
Xl"
o o
CO
c
CU X
CO
c to
EoT
3 X
6>CD 3 cu to £
X.O g
2 co >> S= u fx
tn co
_«2
CO
3 XI
¦>
TJ C
XI
a) E co c c 3
3 TJ >
xi _c
c o
c o
ZZ CO
E c
« c S- 0
cr "3 cu a in *s jo c
3 i2 to 0,
CO
CU
to to
> c
10 Q ™
.2 d>
CO
o X > o • O _j tr
E
LU
b) c
CO
X
o
L.
cu
X TJ
c
CO
CO
<" 1_
j ^—<
. CO
c cu
O X
CO ¦§
to
X —)
cz CO
re q
CJ
£ a)
cu D
'5 ^ t y
CO c cu o
o ^ xi ro
w ro|1010|•g >
xt c
TJ
CU
E co c c
3 i_
tu x:
TJ C (0
o o
CL
¦e cu
XI
o
an
TJ C 3
E
TJ LU
c o
CO
ro _1
c o t: o
X
H
jo ro
3 TJ
'>
'¦5 c
TJ (U
E ro c c|1010|
CO|1010|to I
L_
cu t:
(0
o
JO CO 3 TJ '> TJ C
TJ CU
E
CO C
c|1010|
cu
CQ
3$
00 co < —>
ro co <£> 10 co 03
T— ,
tO Q_
S <
00
CO
LO CO
CO d£
T- 1—
CU CU
a a.
N CO CO CO CO CO
XI CJ
cu cu
LL Q
co 00
00
CO
r2
3 CU
o> -± ro
>1
•= CO
C CO „ ^ „
c co _cg y
t— O
co g cb o UJ CO Lu CQ
o o|1010|o co
„,S8
silt
a; S c *- o o
JC - C CO
.2 co co
CO c
Q. LU cu ti = --"§0."
£ ° >S 9 8 o io o £ CQ Jj CO
"1
Is
b
*d
3 CO
cu cn c ^
0) 3
o
10
5 to m Si
CO •»-
*d
3 CO
cu m
jo co
3 TJ >
TJ C
TJ CD
E ro c c|1010|
jo co|1010|> TJ C
TJ 0)
E to c cz 3
X CO 3|1010|„ o cu xi
¦S «»
i c
c « fl
co co
Z) ffico
CO CO CO
c
CO
J2 to
3 TJ '> TJ
TJ CD
E to
c; c|1010|
CO
tu cu _i cu Q
c
X
o
to
oo
r~ XI
tu
LL
X
CO
*c
CO CL|1010|CO
Q
«J|1010|0> XI
xi = o •>
ro
~> tr r-" <" I"
51
CD §
CU CU O CO
CO
. o u cu ro CD ro . 2. xi
. o o
S ro Q ->|10 10|O CU
£ -i
2£ CO
to u
c o
CO
c
XI
o
L_
tu c
XI
<
c 2 o c •5 to
CO CO
cj t:
O ° CO
CO Sii
o|1010|XI CU
TJ
C TJ CO c — ro
"5 ss
CO f"
fcco
S-o Q. —
JO CO
^5
w" XJ
5!u
t-J CO
a?.
OI
CD cu -Z c . . o >»
g>x x ro SO
52 - x: o o
Q- X
CO „
2 §
CO -S
¦S s5
cu2? ? " x
>. ro £c?CO ™ « >; °- >, c
is£ §
g O LL
^-3
TJ CO" <0 C ¦;- ii l
ro co
¦55 _- y
2 "S cu
o .y •_-
CO TTi t ~J CO
cu o to
i_ r- ^-il<
oOtj
S « ro x|."S
+"* O A— !_!—»—
m CO tO
x: O X
tu
CO
cu ~ +->
« «r? E
CO - C CO
= is LLI l.'
x: c: °
Ml|910|>^ — ¦*-/
XI xj to c
5 ro ^ x
< E - -2,
- co cu ^
CU5
to rS cu
x; • - tj
to" tj o fo
x c CO
ro TJ
¦o ro ro
S LL £ 3
>> CU
E
^ to
c to CO
.fo ro «> co"
^ S f:|910|> tj tj
> OIC t;
c co ro cu
CU . c CQ
tj » ro -
~ cz co c
PCD!)
o < co m
10 cu LL
1^ LL 0) . TJ >, C U CQ 3 X _l CU
LU
co r= E5
tu CO LL O
to
CO 3 Q
CO
I
to
£ o
»" >,
>; o S S
_J 2
=Atj" ¦= tu jo 5 Z co
of ."i
JU ~ >
cu
CO
to o X t—
tz
CO CO
to
CO
tu|1010|CU
co
s
XI
cu
TJ
c
c o c o
CO
E c
JO CO 3 TJ '> TJ C
TJ
CU
E co c c|1010|
c
0> c
§¦•2
S 3 _
CO Q. co
^ 2.2m
fc. > o
Q. O —l CD
CN oo
CJ
cu Q
E
CO
co
• Is" «
< cd'_.
CD" ^ (0 C N f
*= <= .0)
Sto
O - w 0) CO
C - w
c >.m
5 « m" -5 «=: CO
CD
to
O CD" _
CD" -J CD
tr to - c
= cu cu —
tu = .2!
^ ,cu tj ^3
O O o -o
- - . to
CD
CU CD CD
£ "33 C
CD CU
to <2
'!= E
CO O w|109|Q X
©
3 O CO
JO
to
3 TJ ¦> TJ
C
TJ CD
E
CO
c tz|1010|CD CO
JO CO 3
TJ
> TJ _C
C
o c o
CO
E
k.
c
0. 0- CJ)
8§ 83
Z CM z™
s
CD
u. E
CO
E to
CO
cu
TJ
CD k_
LL
O
- CD £ U.|10 9|fo|10910|P.
. c
TJ O CD JO £ CD < 2
CN
ro
o o
•c co
2 to
CO
z a.
xt
0)
s: ro c
O •== c ~.C0 3
JO CD 0)
c ro to
CO 3
_ O 3 _l
Uj«x: § O
£< to
I '-TJ . >%:=
cur
O 3 O to -j i_ 'C .ID ¦*-' r-CO CD
I'E?
«-£ S
co •£ > to ^> cd Q 3>
. c
c co
^ 21 o
CD = CJ
C < „-
SU"°
K >•
CD O
to 2 c
O CD CO
S a: z
a u i_
3 O CO
ra
3 TJ
TJ C
C
o
c o
10
E k_
o c
8 8
CO . CU CN S *
O Q.
o .
. CN £ CO
¦2 ¦* ¦
« gco
s-ei
S 89
5 o),
o cc;
|1010|
CO
!c
CD
c c
<
CD"
to
TJ C
ro c o
CO
ra
E o H
CO _
cu S
8°:
-CM
JC CO
•£¦*
« o »
°- co s;
8 85> oct"
a a.
8 8
s*
O Q. O^T
J= CO
883
52?
c .ro
TJ CD
E
CO
c c
3 C CO
TJ C
to a
CD
to o
3 C CD
o
CD
TJ C CO
XI|1010|CO
¦2
.CO
!2 ro
jo -
o 'ra
Z 0-
1 CD
C
O c
« 43
CO cu
"io
._ o > c £ S
Cl O
>. o
.2 » "S ro
CO _r*
8l
00 CO
oo
XI CD LL
o
S >. to
CL
E to co cu
X CL
O TJ <
o co
XI CD
co
c o co c
XI
o
XL
a.
CD co
O
¦<1-
oo
x to
'C CO CL
V)
c
CO CD
to to E
9> c
CT"3
CD TJ
to 43 xi c
3 C0 (0 CL
3 10 o S-
._ CD *• ?* > c CO CO m > O C
lOJO
CN ¦"J-
co
c to
CO
CD 3 CT O O
cc
CN CO
CO 3 <
TJ O D. O CD
CN •m-00
at
3 <
CO _
CD O
r w co|1010|to O
CO
to to
CD co co 3 CO
3 O
"to
>
m
CD
c o
c
co oo >>
CO
<
O) 3 <
c
CO
.N
Ox - o &m
'(2 rf
0) c
5°
tu to °>
O) .CO
O) c? -" .S>£ 3 JZ = 0)
3 ,2 0-
Q CO . . c 3
<->.£«
.fc u Ol
^ S'«
r-' JJ X •| §>0 § LU CD tj"
ro o. 3 co I- CL
E ra
E c
§11
^ o;m
(D O >
CD ™^
CD c ^ O 4)
toZ g -¦ 21
3 TO xf
.9 2> o
> LL CO
™ - (2 g ST sjco c "" '£»>
O 0.3 3
°-og|
X CD m
co _^ jc
Cop c I CO 2 h- CD
S-e| c? « o Io .a
£ CO CO
Orx™o
cu
CO
E
cu
X
tr <
£°>
. - to o
8°m§
ctj coo ? m H
co
el
Q .B »- 0)„ S ™ tip o
. CO Q
oj 6
co ^ ro- => cq
- CO
zOco P2
X
cu" 8
SI|10 9|. LL =
cu^-o
"8,1
CO
o
Sol
D£ c
c .2 co°-O cu" - c
D) .CO CL <0
- co co" ju ju ju|109|^"1
- CU u
cu £
£ cu $|109|^ ~>
§ g 3'e
—' Zj
E ">' ro «
TJ J= TJ""
§.2"
O|99|CO"
O LU >
M SO
> S >;
O CO cU
C|99|£
CO o t
CO TJ ^
. LU cU
CU .|910|C CU CO
U= CO v
CO CU CU
%
o r|910|OhJ
xf °-
Q. tu
cu g CO o o ^
SEE
— (0 ^
E
CO CO
2 "> .u- to"
CJ .co cu CU c -
TJ
c o E
Igl
.2 a> CL O 3
. . q
cu cu —I
»- C -
O •= CD
TJ S d
o c =
CD < O
5 3^
o -1- . 2.S 8
X
u c
CO tu
Cc I
u
CO
DC
>, c c
<
" t:
c" <°
o £
CO o
'o to
o >
cz .
CO cu
to
CD
.E x "io O
3 -D) >-3 TJ
< Li
a|1010|o
tu
CO
M CO 3 TJ
>
TJ
c c
O
c o x; to E
c
sfl
Q. c CO
nil
¦I Igli
injs
^ cu
2> 4)
to !=
CU
t:
c5 g"
•-"-„
CD -S
i: -C
co .
CL CD
. o
CO -
o cu
u <5
C|910|CO o
ro o Sj S . 0. O " O io
* 3
CO
CD
_ c ran.
to >
°- = 7=i
C O TJ
3 O
!- £ .* tu
to
j Sfl.fi
c".£
1*
_- CD
£ to
OJ o
c cr|1010|TJ LU
cd"
.2? O
C
CD CD T
CU CL
} CC I CL
n, -2 to
a- cu""5 tu .ro
CD =
" i
to CO
or o
° CD
TJ O >»
o co
o to
TJ
c o E
>% to
or.
3 Q- S-c '.S-2 S
c co
c
O LL.
co . to cu
be °
CU o
C CD
or
XI
5 o c
cu" <
¦*= s
CO
i? Xl"
CD o
O m
CO •—
1€
CO t- Uj D
to e
ro o
ro o .9 co Z • coCO CU TJ
t: c ro to
X
o >
CO
oo
Q. cu CO
CO >>
to
TJ
"o
X
fi 'c to Q
CD
oo
OJ -TJ
tz|1010|ro
CO CD
%
to
oo
ro 5
CO n
^ c
CO o
CO nj
o «
x 5, = O)
CD 3
LL <
CM LO
oo
CL CU
CO
TJ
o o
.ro tj cu
o c co
ro «|910|° i|9109|J5
LL $ CO
CM cn co
tj o
X
to *rr ro
CL
to
(D
c E
0) 3
o
c
?> c
sis
XI c 3 ro CO CL
"co 1—1
3 tO
.2 o5 > c
2 % rx O
CO
0) CO 3
o
X
°- y
— CO
ro co
¦—¦ O
¦So "g
8^ ro
5l?!§
CN IO
co
o
o
0) 3
o
CO
10 Si cnCJ
15
¦2 CO - CO
¦£ co to
•c C!
CO kJ" O)
o-pg
A) ^~ o
CO ^ JO
b00
g-d00
OZ
o
«!
o. co c
3 O
co
5
7 on) n
co co 52 e
1211
4)
a|1010|o
CO
o - o
Cf co
5 o
¦a co
CO x-CO ?K
10|rj co
CU CO
s> o
N
«
0) C C Q>
£5
CD 3
o
CO|1010|o | §c§ £
CO CO
Pis
= co 8 m"
CD g .£< CO rj CJ -g
? a j o l-O coco
tn co
3 TJ
"> TJ _C
C
o
c o
c pj
x: o
TJ CD
E ro c c|1010|
CD
x:
TJ C
ra
ro *c
CO
o
N
c
CD
i
o
-> c
_- JD » LU
CO s . LU
tr .
CD CD XI C
3^
J/> CO 3
TJ
TJ
j=
C
o
c o
CO
E
u O
c
JO CO 3 TJ '> TJ C
TJ
CD
E ro c c|1010|r--co
to
3 TJ
> TJ _C
C
o
c o
•ZZ CO
E k_
o
»C—
c
jo CO
3 TJ
'5
TJ C
TJ
CD
E
CO
c c|1010|
JO CO 3 TJ >
TJ C
TJ CD E (0
c c|1010|
"to
3 "D
|> TJ _C
C
o
c o
c
JO
co
3 TJ '> TJ
C
TJ
CD
E
CO
c c
3 CM CN
CD
xf^
CO TJ
e i
.E CD
« §
c-co 8g
TJ C (0 CO
c"S
CO .
*.i
«s
CD . CL CD . CL XI CL
•=
£ -c jo q.
= E mc55
«' S S.
XI CO
< co
TJ
c
(0
CO 3 <
c
TJ
X O
I
L-
CD X
TJ C CO
CD CO
z o
TJ ¦>,
c =
CO CO
c tO
o CO
C —'
OJ j.
l|
CJ >
> c a. O
£
(0 *E CO 0. CD CD Q 3 O
O
c
S> c S- °
CT -j;
« CO
XI c
JO
CO CL 17
CD
a. o sr- cd
£ °
E d CO o
. | >< f-3 =
o . to
5 < I
|109|O)
O) CO
co co
CO 1-
^ CL|109|ru
¦=j CO
co
CL
10 CD TJ
'5 co Cr:
|1010|to
CD
£ 5
n ¦ Z3 a ¦ m I S"
; P.
> c
o > o O -J <
co
3 2
t- ^r
- ? to ^
5 cj
fu c
3- °
CT .rj CO m
to *3 rr-xt c CO 3 co CO CL
X
i2 .2
« *; CD
|cTo^co
LI
to a.
CO CO
co
. CO
x S
o to
ID t
Q. CD
. XI
« <
O LO 00
T—
a
CD
co
c
S> c U.2
3,2
Xi c
3 CO CO CL
"K 1—1
3 to
.2 o > c
2i a O
CO ¦—i JD
o "3J
'*!
O LL 5d
00
oo
X
2> *k_
CD ¦
_tr +^
t= o - c o .
™ „.
is J
ll z± xi QC
CN LO OO
cu 3
ills
3§"8
t? iv." CO S
F 2 « • 5 o-JcQ r .
co co S3 <
3 — *J O
hScoctl
CO CJ|1010|o
CO
C D.V Q. CO
co a £ o. c 0- -a -SS
18388
WOioO?
c r-
CO o
Is
.CO
= °
c o 3 CO
cr jg
C Q2 o co a c oo 0- -.-=> co
£ 8 cj> CO 5
5 c i- co S
o
CD
xf^
CO TJ
£ a>
CO c
o 3
c-co
§ s
TJ C
cu co c 5
CO -
CL xi 9-o —
CJ X
ro cl =" E
5 cl xi ro < m
TJ _- CU
"3 crT 5
CO OJ
co
E
_ CO CO co .
CU CO
c
cu o pj >, ~>
CO CU O 10
!C0
CU
or
c
CO
o tu c c S i2 c o CD tu < E - <*> >, o
r 3 o
co
CO
E
£z
H -
CO XI —I CO
c<
o c co x o
to
,5 o In c ° £ «j § a p co _ E ro c o o -j -5 °
c-£ s a
O tj C CL CO L. RJ Ml
o " £ •-oj I ro xi
-) >.Z £
§ s 3 g
Ji ceo «
TJ « £ TJ 5 ro .= £ •>
o £
- 2>'ro
8 -g-5 a
p <3 si »
to 2 x:
E
TJ co .£
c c
to
c
- CU r- -
2 I ~ c tu o ro -5
CD -
to
3 TJ "> TJ _C
C
o
c o
ro to
ro E o c
E to
TJ
< O
tu
.•a cq
ST ° o c to 6
CO
CO
3 a
cu —I <
J*r . .
CO >. CU
co
CD « =
X i
tu
"« £
X CO
c c
¦9 to to i_
« Z)
tu
o o
TJ
c
o _
E O >» . to CU
c tr
o £ 73
s
x o x: H- CO r—
tu x:
TJ C
to
cb c: o
to
o I
c
& c
TJ CU
£ ro c cz
^"5
. - ro c
to v o « tu o O O c
... CO CO t! lJ-
c cu
CO c *J
to ro tu IS E E2.-2 ^ ^ rf
. o 0-
£ c TJ « x S
8N O
LL 1 ^
cu tu E Io
,n (U
c ro
TJ
c
cu tu —1 > = » c S ») o m t cu cr; 4- qj
CQ - 2 Q c
o c w ~
ro cu tj
Q Q cu|910|tj" £ "S
tu o cu tu
a i x x:
CU
TJ OJ
tu CO TJ CO < .
. c tu ro to c
O)
I tu
co
i2 o co —>
c" ?£
CO CO
xfZ
CL oj tu = to cu
O
to .LU
«) T,
So
CU CU
O x:
C TJ
tu c
= tu X c CJ c
tu 2 cu is
o o Q
tu|1010|OJ o
ra O
o
TJ
O ^
O oj
>
tu tu
f si
tu $ ® «>
£ — tj — . 2
o CU to
CU LU
-ll s"
S E c ro
§£ro < c -1. tj" fc? E
CO o 0)
O 4? X ii ro = Cl
E E Jj c . ro j
20 ° e
O O LL
o c
CU
—1.2
_ *^
tu tu c c
CO
o
TJ CU
c a
o .
E|910|>. C0X1 ^
to cu ro ro Ltum 5
cT'is !5
CO
™ 5 "P-
•r; O C
2 CC CO
CD cu cu
x to
c o
ro
c jo
CL
o
— 10 3 '£
ox o.-^-o LL O Lt iS-d.
CO LO 00
CZ
ro
a to CO tt)
X
c
X
o
-3
|1010|ro c
» c 3- °
CT-rj OJ m CO -3 XI C 3 CO
CO CL *7x i——i i~i
gels
.2 OJ *£ ->
> c cu > O CO
a. O _i 2
CO
CL
<
sr<2.
^ cu 2
3 a> ro to c p
c *
CO
¦^—
cn
3 <
oo 0>|1010|Si?
- 00 0 o
- 55
» ai. jc 0, - -1 c
"&) _^ 2: CO
f83c?
5 8 °%
5 > 3 00 ^
cu
a
- CU
IS
Q cu
CO
g a;
El?
I*5
CO
CO £
g to
LU O .«£
cu cu <£ co ^ —>
0) . jQ CU
cu c
CO cu « "53
1°
iE
J2 .co o cf to
^ to CO cu
•3 E
O CO
*J 0 CO JC o
era
-
. D) co ™ cu
LU « Oj ^
lp I
to P x .
Lr<5«
® 3? oi 6j
O.J2 'cV~
(tn j> c; m CJ =5 co . l.- - cu
CU 4) CU ~> •4= CO "I .32 § m O
.£ -1 O
cu"
5 y -5 «
CD" . CU"
CO "Tr CD C
"J ."9 = CU
O) D) 'o OJ
=j cu 3 rj
co . 00
ci cu
to
i N C N 3 M y B vh
^ co m to cn J= >>co >-eo
CO
^ CO t- 3) r-
0
CD
S-i'i
¦g 2 co
C £ ^ LL
§588
to _ ^ 5 ro cd < Cl E _
"oj cu" = £ -c = -c 'S
8 E°-Q
ct . O a cu cd - 4) t S £ 10 cd
TJ C
o E
O) = —j LL QJ CU - -r3 CL CU CU
±i c co to .Hi
CD m CD
>,cl O
CO - ii
^ cu c
it II
8£|| CQ I- S S
c" +-* L. ^j
CO o CU c 2 I O <
c
C O) CO o
ma
CO p
O -.£ o
3 CD
to
_c o
Cl CJ .
. CU £ CU
tu « E x:
CO O LL O
o ^ ro
cr: „- tu OC
tu" .£ .2 ro"
£ to -5."
£ u CO D
o - LJ =
^-8 Sco
cu
O £ O) -> . cu
> .
CU CO OJ CU
tu — .£ c
°<<-ro •2 cu'S "I
RS g is
(0 a>
to ™ O) ^
C 3
ro ro it 0-
c
.¦Sirs s
CO S m to
^l3
i °h m s S"
ra 5
CO CM ij 0
1 OJ
CO O CO o
•S 00 -3 co
b b T".
u u
•Nil
CD OJ CD 0) CO J CO 3
CU
ro
f ' jfj to
l__ CO
o —' LL |
cl co x: tu u -5 i_
cu cu x:
1? ro « x >,
[? t^2
cu .2 "cu "to O
.
Q. CU . OJ
2 • ro o . X Q 1
O
o u
o
CO
_to ro
3 TJ
]>
TJ
c o
c o
X* CO
E c
^ 8 S <=>
o ro o co
fc c 2 c5 2 j= C co i~ .
W t- CN •£= O
co ^ cn. cu
:p t L HJ CO
« to-1 £ « 2co g g-s
.-i . 0) "3
w act 1-
.- ^
cu . . x ro
TJ .=
to « iJ -
o co "5 co ro tu
X Q_
O . tu .2 cu
= ||
m
¦c tu" c- •— tu
Sf 8
£ CO . .
S o> OJ .92 o c ^ r ~
LU tO 3
nr l.
J o tn
„- tu -«=
¦g 0) -o
Z £ ro
tx
TJ
IS
^ ro
r- CJ
I— 1_
to ro
« CD
. x
co ¦—
l. q,
CD
00
a. tu CO
CO
>. c
OJ
co co
'O CD CO CJ"
CD E ^ E
CD O LL Q
CN CO
c° S 00 co
to 'o
k
CO
CD
X
"53
CN CO 00 i—
CL CD CO
LL
CN
cn 00 ^—
>. to 2
CO
Cl" '-'¦Cl
.2 &
o OJ
ro ¦-
^ ¦&
x cu
LL -3
§-.2
SJ s
XI c 3 10 CO CL
«) "c" 5 i2 o
.2 CD -*3
> c « a> 5 9. o. O —1
CO
rT ®
- -S o ^
L?CDS co co „co
^"^
CD
00
CO
2 ro
CO CO
o cu co £ x: ro "
LCJ^O CD O 5,
OJ CO
a
3 O
co
. -* s *8t?o§ co0Da>zco
c5njc
" .-5.8
i to «> S3 3 go
OQg™ a;
O CM 5
t- O
2? w oo c
C «u
ra Ce
r3g
o
3 CO
CD CD
¦3 s
CD U i_|1010|o
CO
Tj -C CO CO
o Z
.¦Oi
SoS
O)0J
*H
•pi
•= CO CO CO
.5 CO CO »; H "> 2
CD C C O C CD CD o5
O u
1_
3 O CO
S10 co T~
jo §
£|
o .
¦Is
1*
3 m
CD CO
l!
J2
"ra 3 TJ
>
TJ
_c
c o
c o
•3 CO
E c
c
CD SZ Q. CD
CO
cn c
3 O >-
to
c o
c T
co
c" <* o £ "£.LU
CD . -
°- ? £?
"5
c o -o S£r cox: r. ,E .9 co -c or c
10 CO
if5.
TO ^ > ¦*-«
.o)c?^ co . »> - = Z com 0
TJ J C C o 1=
o >. p 2 « co
« m IT E c ~
0J
^6
ro ra
CO . C CO
s!
¦co -1 <
>• . - c
TJ ¦£
C CD
CO x>
I CO
. N
CD LU
TJ
CO
>;o
C CD
o5
C CO X 0)
,•<
to c 2 o oj E
o
2 o .co j«:
O CO
•c c
CD 15 TJ ¦>
S?xf
LL CO . CD C —I CO -
E !d 2 Io
O 3 O CO
< CD* CD P
"5 o
.5 CD
CC CD
t CO ^ CO co
- co .co o
to"
E-5 £ Q
CD
w O
CO oj
O m
to" ^
CO o
E £
O CO
. CO
J2 E
0) «
m<
co -
ro
CD E
O LU
ra 'c . co
CD .1=
S i
x: to O !2 .1
L-
t» r--
a|
COfJ
c'a: o -
to >» XI
s i is
x: . g "to
C 3 CO TJ
2 > ^ =
5- a) TJ E S |
;S E
I: ° E5&
to
3 TJ
> TJ
C
c o
c o
CO
E
u O
«c— C
to
3 TJ
> TJ
C
TJ 0)
E to c
c:|1010|
to «
3 TJ |>
tT
c o
CO
E
JO CO 3 TJ '> TJ C
TJ
CD
E to c
c:|1010|
x to "u to
CL
ro
CO
c
CO c J C?
S> c
to
= o
CD X
o c
co «
CT -xi
to
XI c|109|tO
co p.
£ 2
^ 2 T5 CD "2 CD CD
5 | 85 E ois
2 > o o co 3 R
Cx. O -J Cl CO X
to cl
s <
co ro o x: o
Z d
oi
in
00
c o
ro
£ ro
I till .2 a *• .to
to
O)
00
CL <
> c to E E to H
CO
c
CO
® c It-2
CD
to
c|109|CO
CO
co a. a
3 W O C
¦2 • I S
5 | So-
*~ k. > O
w Q. O J CD
00
T—
C|1010|8 to 00' t-"
* 5n
« !§ of 2"
CO C *~ r-|1010|. « _ IO
WO
|1010|o co
c
IS o i; og
in *~
Q-CO
g § < CO
0)|1010|3 O CO
co co co
CL
a j
31
L?*
"S 8 co ra c o LU «?
-f Si O o 5
CD 3
o
CO
C
to
Q.
E o o
O)
c c
(0
CQ o*
« c
CQ
o
CO
c
(0
o
O 2
15
3 TJ
)>
TJ
c o
c
CD XI 3 CD
c o
X!
ra £
k.
CO
c
c
2> c
CT-s
cu n
in &
S3 C|109|«
CO Q_
w "|109|CO
.2|910|> c
£ *
o. O
|1010|co «!|1010|TJ JS C OJ
co co o
I < £•
CO
c!§ a
"5j
•3
CO Oi £, TJ CO
ro5
co 5 S
co"|109|£•
C TJ
CU C
¦te to
=" CO
to tu
TJ J-
CO CO TJ
o § ro
c to CO -c CC O
£* co cu .E"
xi
CU
ti
3 CD
x:
to LU 2
2 CD"5, j-f .*= CD
CO <
CO
—|910|Q_ TJ O
it- l. >«
— O CO
c ro
TJ >
to Q
"ro cd
II Or,
XI w cu
f if
CO X} 3
xl^-g
s
c5SJ3
LO
><*•
CO
o §
w "ra|1010|>
TJ C
c o
c o
XI
CO
E
u
O
4—
c
c
g> c §¦¦2 SS
Xt c 3 CO|1010|o
>
eg
co a. Tn •—
12 o c
_ 5 o. O
ro a cu
'C
c
CD I
c" ro to
3 CO
LT
OJ "co
CU I
X
o
cu
X TJ
c ro
x ro c ro X
CO
£2
to cu
OJ't OJ tj)
'l. xi
ppCO CO
o"° w
3 5 <"
sii
o tj ro
_l LU ™
CD CO
o cu Q
3 TJ "> TJ
C
C
o c o
CO
E
k.
c
c
2> =
CT ¦=
CD m
O «3
S3 C|109|ra
CO Q.
Th|109|(0
.2 o
> c
a. O
cu
'ti to O
o
(0
.2cS
51
cn
CO
c ro —3
to Q.
c o to
I
_tfl ro
3 TJ "> TJ C
C
o
c o
ce E
k.
c
c
0) c
o-.2 8S
XI c 3 CO CO CL
"co —-£" § 42 0
» CD *^ > C ™
£ J o
Q. O -I
u<2 " 8~ 8s 8„
co ~ m o ro t- co co co S*
• W-cfc o >n- 5»o >.I-fS-^d|99|Is Is 1?
_ „ D fl" COLO -CM' • O
is^-fl as i3-^ tjs
to
» co"'8 doc Pt It
J- CD L
00 LL
« io" i
coi g E .<5 >< cu
&§i
- E c
>- _1 CD C- . ^
o >,UJ c m
<
to CO 2
3_ CO LU
cu -So
< s 'E
,5 ro
l" ID Q CU -¦o ^ 10" C (0 H)
ro .S> tt x c? co
JD O X! <0QO
co _-
§ s
ro -e ¦5 c ^. Jl * .2 5 - 3 l_-
,S C O 9
o r Jn
e
:o
CO O -
X o.<2
.-) 3 B CD - O CO l- >>_l CU O CD t-
HF, o .
cu
S"-cl82
ra j_-. co . fu
cu
cu .S8 ra = OTC 3 tu
sis-
XI
co3 CO co" - XI c c c tt) O (OSTJ
ei-Ve
^ P Tj' £ c E «
5§c
¦i Ec |
"
n ' co
o .£ c-d £ x o >,J2 « £
3 3 JO . =
>, ._" E"
cu co o •—
Q-P rj ->
§ =>;> 3-'
CL 2 CU to
.ESc OJ x = cu 5 CU-1 DO O ±! »-* -
co CO o x: °" = 10|£> Cl C o O o -O CO t- CO
- CD
si
E5 o <„-
CD t—
o
.
CD O
8> a co
cu .E
>» CO
= Q cu
i e> i>.
3 CO O t
8"
ro 3 —' 2 d-55 to Q
DJ
Ll cu . tu
CO .!= 5j co
10|8«
c J>
5 tu
0- ro -xi cu c c
u U'C C CO CO
iS CO cu CO 3 -C
c c to
o > s - - to
£ O N CO Ol = C LU to o
>of
CD
O co 5
3 CO
CO
(U
_o > a>
CO 3
to cu "cu
JC £ -9
C .
.cu to
o a._3
!2 TO < CO O
_ ^* cu ro "55 cd 2 X
. ro .
Sag
IP 8 O nf 'C to .2 co
CD
O) CO
bo 'o
O O ,to L7l "IT tp tu cd a.
3 CU l- . .
cfpi
fop"
CD
2 O co
™ a> S tt ro
m--2 coL.ro c ro 5
g>o « > to -^
°- - n 2 ¦2£ox! CO c o Q CO C0
X -c
TJ - C CO
cu c c o
CL 3
£ ro T-Cl .— o to to fc? * E •-
to "co
3 TI
> TJ
C
o c .2
ra
E l. o
C
o
CO
Cl
>. & c to
i?s
*j
c >>
< ° .•a
>-TJ
< to c
c: 3
CU
C/J
-2) .£
. tr
CO tO
tu c
-I o
cu x
J- cu
- ~J
c .
cu cu
xi o|109|tr
tu c
Ct: a.
ro
3 TJ
TJ C
C
o
c o
c x: o -j
j«f c
CO
JU OJ
x
CO
c .ro to
•c
X
O to
>- _ o
~ ~ CO
00 00 N
CO CO
O to
o CO
CO CO
2 c o to
c xi -cr
o ^ tu
cu *- >
— cu •—
lu =,o:
CO 00
c
CD C
o-2
XI c 3 CO
•CO
S2 .2 "53
CD O
CD
c
_ S
Q. O
CO CL o lo m 3
o ¦>
co oo
CO
01
x to
CO 0.
to c to
CD
c
«> c
§-.2
S S
XI c|109|CO
co a
"to
.2 O 'XI CO
> c •» 'tt
2! * ol
o. O _i S
CO CO CO i—
>
o
¦n cu
o m
CD
CO
CO
c|1010|
CO
>
CO O c E
CO
c? cu m
oo
XI
cu
to C? 11 o
o S O ~
CO ^
22
O CO
as
O t.
_-CN
« 2
ojco ra c\|
.« CN CO ^
cu o £ o Oco
c L2
co co
CO O)
S s
c «>
n co
<3" ^.-CM
.">P>
88 8a
2 u-i
O *". O ' .<2 ? .« !
CO
cu -
o- .0- . en to co o>
C CM CO ^
O o M ° 5 o O co O co
cu
a|1010|o
CO
m °-CO CO - ^
C x
a**
J CN CN COO
> ™ ro 35
a. 2 co co O _ _ w Z O ^ ^
|1010|0) S U. CO
oo" <3 co £ •
CD —r ii = O CO
v o w icQ§
5 5>S
eg: - to o>
-If iii
c *-
CO OJ
CO
c o> ™ IS
cL
cu
o
CN CO
CO CL
c . CO —
s*
a> o
LL CO
ft = 3
i
CO —
2-8
cu o ll m
|8lo
-> % £ o oS
c o _eo
cu
z
c
o
L.
CU
a.
CJ
ra
CO
_to
tf-
tu
XI
to <
c c
ZJ
a|1010|tu
L.
TJ
c
<
>
CO
Q
CL fL
c E|1010|o
c
X
o -J
to cu E to
tu I—
CO
1—'
I
0)
I
b
to cu E
CO
to
XI
XI|1010|I|1010|to
CO
o
3:
c -c o
CU CO
o
CO
CD 3 CO XI
CO CO
c —
to o
CO CO 3 C CO Dl
CO
c o
CO
c 1*:
CO
o o to
JO CO
aj|1010|c
CO
co
3 TJ
'>
'tj c
to E
c
CU
, o
co
c to|109|CO
CO CL
lo —¦|109|W
.2
> c
£|910|
cu
'E to X
XI
o
cc
o
CO
TJ
c o E
TJ LU
tf cu
XI
<
CO
TJ
c co
co x: cu fo "Era
Il3 CO c 2, Q O CQ
X (0
•c to
TJ
tu z
tu c
CO
= LU to _
cl
CO °»
CO
Lt
cu tTxi
o ^ —' tu
- ¦»-»
l«
x m
tf c tu II
cu o to cu •2 CU
o-x co ±= CO i—
. cu
™ TJ
CO XI
c
eg c X to
tu . .E
5* "cU
CO
5 °
o CO
L- -?»
| to CO
L- 0|
co"
TJ O uT TJ CO tu LU -
CU
to U CO 0) uT -
cu 5 co § I
Q.O ^
EES to to cu X CO CL
CO
CO >
°~ i„
01 tt?
C CO tu
§ CO >
jo DC
ci><:SL
x to 2 §• tu 2
CO * ° UJ cu i_
<¦ c tu
C C X
to
tO n>"
to c .S
— E *!
- ^ 0)
X TJ *
f> = E o x tu
T O =
. l. LU cu tu -o x ^3 -> -o to
o to CJ
-1 tjS g JJ iu
Q CO C
tj b; cu i_ co 2
CU - "F
J= ^ o
tj t; l c to tu
CO ^ X
X CJ
L.
cu
X TJ
c
CO
tu 'E
CO
X
>;
-s
CU CO
^
CO 0.
>i
CU
k
CO
CJ C
to
J>, CO
c?^
^ tu CJ
C 3 CO _l
Zsfi
—. L.
J> tu c
CO XI cu •f: to x:
to ~ to
CO CL
X CL
"S to 5
TJ LU TJ
c ra
GO) X
to
Qt LU O
c
.CO
TJ
tu £ to c c
3 TJ
c to
"tu
X
o
JO
tu ¦c to
c c
<
•c
c-
to
X co"
TJ
c (J|1010|
CO
>. r|1010|
c
sz o
CO
X
cu
00
XI CU LL
-sr oo
o cu Q
o
LO
CO
o
CO
co
Cl
<
o
LO
oo
i- CL Cl tu < CO
LO
oo
co
co co
Q.
tu
CO
CO CO
Q.
tu CO
LO 2
^ T—
l_ CJ CL CU
< Q
OJ
-5J-
co
OJ|1010|> o z
s
> o
I
i
I
I
I
CD CO 3 O
x tr|1010|o
o
>*
C 3 O
O CD tt CD >> CO LL.
CD SZ
-t—' -4-J
(0 TJ CD
x
co
TJ
CD X
CD X
to m
® rn
cj ~
ir co|109|CD
o t:
to o
o> E
O E
to P
c >f=
« r-
™|99|s
Z c o
£ ro .<2
- E CO
ro E c
coo
to y
o o
CD c_
CD O
c
CO
>»
CD >
c o o
o co
-t—t
CO CO
c o o
CD
o
I—
Z>
o to
ro
c
'^z rt\ r- ±
3 4) O -C
-I
"5-. » y in oj c (Or ro » t= m ^ . co 2 2?
- P CD TJ *- C CD CO CO OI C ^ TJ CO C 0) O ^
CD|1010|CL CO P ° TJ
CD 2 _ OjX
— CD *~
co oj
CL CO
D-r
IE — _ ro
TJ fO CO
o> oi ^
_> *—< o
3 O SZ OJ 3
o
jg ro o <2 o -° S o iB
£ to c Hx E
2 io
CO r- CO
° O C in 42 CD OJ 2> N
if; .E .t;
ill
¦3 CD O I* °
I— CO if;
co
CD TJ
ol
So
co <2
O CO
TJ £< CD -
3 »
_ CO O UJ
co
E o o ^.
CO XI 3 ,_ O CD|10 9|CD C 1-
ro o
CQ *=|1010|01 >,
C XT " X
.52 x
oj ro|1010|O XI
ro $
CO
- OJ O XI
*M
ro
oo
— TJ
ro a)
c cn
ro c
O ro
^ ra
ro .52
m to to —
0 2
N £
co .y
" CO
2 ro
CD -3
CD TJ CD .E
£"§
&-C0 0J —
> co
-s
11
O to C CD
™ cn
<" 2. := OJ
^OS >0 (JJ
-° is E
CO
TJ
CD
> o
> TJ
CTJ
£ 2
"S c g
-Sf. CL
TJ E? E
8 8c3
rS S° cl co tn
.£ tu
CD
Q.
s I
k 2 ro
if
to p
CO ~
cu 5 oj 3 w S
« co O O)
c?-|
is
L. O
c "a
¦2 co
is
CL >
C *1 CD i?Tl"2
•c p 8 5.
tJJ Q>
TJ l.
t!
ra
TJ CD TJ
£ a -
CD 0J c 3 CD CD
O X CD i_ I— -.^
Lr CTJ O . L.
XJ TJ tO c- CD CL
f E 8|1010|O)
c
Z. CD
TJ >
CD >
N CO
=5 92
oi.<2 c —
£3 CO CO OJ
is
? s
JS «
CO Q.
O '— C 3
TJ E
ro S
8.E cu ^
CO TJ
tu !2
CO
CJ r-zj-O 0J
<" CD 0J X
£ 5
.E CD CD
TJ t— CL
5 CD CL
O XI CO
- O >• _ —• CO
CD TJ E
if"
"no
Ec — ro ro o -5 ro
CD ® C O C 1!
c co
C X TJ TJ O CD
% £|
o g £ ?j co sq
c
CD CO X
aj o r-
5 c^j co cu oj OJ-5 c 2? 3 3
2 5
c .E 3 -c
CO -O q
g a> c5
cB .-9 c c CO cu to >->- O JO.
• E o-S ro ^ -0
E CD — . > co
T^, <" > CDJZ QJ
CD TJ .fc
O. 0) i_
CO TJ CO
TJ Q CU
11 > S
S ro
TJ CD ^
CO CD 1 TJ g
E 5 co
ro i_ u
OJO o
tt « .£ UJ
E8|5Stj
C X -t; 0) a)
o 5,c
CO CD CD
> CO|910|O TJ
CD 3 TJ
£ Q .E
c > x
ro c 5
o o '
— o >.
>. L. tt
C CD c CO X CD
S o 2
o O
CD to CO X
CJ c
CO
OJ
c o
tj
CD
TJ
CD
£
TJ CD
-*—'
o
fr o o c
•to d)
ro 'o o to to <
o % X ><
X
TJ CD
ro
CL CD|109|
a.
CO
ro 5
to
X
H
r~ r- t-
n co t
<1> CD CU
CO CO
CO CU cu
Cl o. Q.
LO
Tj-
0 CO CO CL
LO
CU O) CO CL
00 t-
¦OJ OJ
oj co
ro ro
a. a.
cu co co
CL
•>- a> lO to|10 10|CO
ro
CL
o
CO
0 CO CO CL
0 O)
ro
CL
lo co
0 CO
ro o.
CO CO|10 10|CO
CO.
a.
CN
r-
0 cn ro cl
cn
0 co ro Cl
OJ
co r-
ro r-|10 9 9 10|cn cd co
co ro ro
Cl Cl Cl
CO
"c
CT] CL
x o
CO
O
|10 10|co ro
CL
X
co •c
(0 Q.
co cu c
E
CU 3 CT
JC0
a
|10 10|O)
ro Cl
to
'l.
CO CL CU CU
CL 3
o O
O CL
0 co ro a.
SZ CO
•c
CO CL
"E
CO
E cu m
co ¦c ro a.
CO
0 co ro cl
cu tj 'cl ro cn
0 co ro a.
SZ
to
*L-
CO CL co cu
a. co CQ|10 10|SZ
SZ
co
'l
ro
Q.
ro c ro 0
SZ
co
'C
ro CL
co
OJ
E ro
X CO
x
CO
•c ro a.
CO
CO
•c ro 0.
£> TJ C
ro
co Q. c 't ro 2
-c ro o.
>. c ro E E .ro
CO ™
o
CO|10 10|OJ
ro cl
CO CN 0 OJ CO
a.
o
CN 0 CO CO
a.
cocotocowcowcoco|10 10|OJ
ro a.|10 10|OJ
ro
CL
LO CO CO CD
0 OJ
ro o_
0 cn co
Cl
CN|10 10|OJ
ro o.
X CO
•c ro
CL co ro
CO
c|10 10|
CO|10 10|OJ
ro
Cl
CO
•c CO
Cl|10 10|c c o
X
'Cf
co 0
O)
ro cl|10 10|
0 OJ CO
CL
X
to ro
CL
c
O
¦&
c
5 5
X CO
CO 0 O)
ro o.
ro
X
co
ro cl
ro c eg 'o
co
|10 10|OJ CO Cl
LO CO|10 10|OJ
ro
CL
O C
co
m
w
c a>
N "+->
o
co 0 o c 0|10 10|cn|10 10|c 0 CD
X CO pl—
ro a. c g to c 0 o co <
X
co
'l_
ro a. c g
o. E
3 CO CO
<
ro Q_ co 03
O
>
<
ro CL
> c 0 in
x
CO
¦c ro
CL|10 10|TJ
ro O
SZ CO *t_
ro
CL
0 c
o
XI
'ro O
x to ¦c ro
CL
o o c o O
CO
¦c ro a.|10 10|OJ 3 O
a:
c o ro
CP
to ro HI
x
CO
•tr co Q.
o fc ro o
CO
ro LU
co Q_
ro c ro ]o 0
LL
to ro LU
ro
CL
2 0
x>
ro a
c o
fc?|10 10|
X
co c ro Q. 0
*3 0
ro
¦c ro a. 0
X
o|1010|o
ro
0-
c o
CO TJ
ro
X
co •c ro CL
0 to
3 O X|10 10|
ro
Ol
CO|10 10|X
o o
X
o
X
to
'l—
ro 0.
to c ro 0
cococncococncooo
OJ(UCUCUCDCUCUT~,-
ojcnoicncDCDcocD cu rorococorocorooio)
CLCLCLClClClCLCO 03
. Q. O.
-X : : : sz
(/)¦•:::(/)
: . 'c r- 'E
: ro ¦ J : m ro
to X co oo -5; >=
•c to cu c ~ c ¦£> i° ro
Q_ro a q. q. cl ca cu.<3
,2ro.£-o-i22g(o ro-? o+j+j*-»-w cu
JjOQ.WC0C7JC0r->
5H C (0 Q
E o o
c
(Ti
QQ oc5
cu
CO
ro
CL
LO CO
CU CO
ro
a,
to
CO CU CO
ro
co
CO 0)
o> ro cl
co
CO
cu
O)
co
Q.
co cu
CO CO Cl
r-co
CU CO
ro
CL
CO CO CU O)
ro
CL
O
o>
CU
o> ro a.
o c|1010|CD C
o
a c
CD
CO
o cu
CO
ro
CL
re c
(0
O
(7) C (Ti
_a)
o
o z
ro
CL
c o to c cu o co
<
ro 0.
c o
Q.
E n co
(0
<
co •c ro
0.
10 Q)
"53 >» O >
<
SZ
to
'l_ CO
CL ro
o o c o O
SZ
CO
¦c
CO CL
cu
CO
o
a.
c o
00 CD
to ro LU
CO
P
ro O
co ro
LU
ro 0.
ro c ro b
a>
LL
*—<
CO
ro LU
x
CO
¦c ro
Ol
cu
X
co c ro CL cu a cu >. .ro
>
O
3 ¦c-' C
CD
C
(Ti CQ
x> c
o o
cu Xi cu >> ro
LL
°° CO CO o
o o m
o z
o o
CO
o o
CO
o CO
CO
o o m
CO
o co
o o
co
a
CO
sl§
ZZ 0)
0)
CO
0) _ CO
oo
o z
oj ¦=
=> 25 co p
to ¦*
CO
"Cf 00
oo ,— i
00 CO
oo
(DO CD t-
1" I"
P CO 3 CO
to
oo
CO
ii
CO t-
o i
E
CO
•I CN
—' CM CO ^~
c ^ 2 S
r?5
OO
if '2
OJ CO CO
o
12
cn -= >- •= ip
Oi
=> 5
CU Q
oo
oo
CO CO
o 12
to ¦<* oo
co co
.9
if 't2
to
oo
3 S
CO
oo
OJ CO
oo
o
3 s
CU j-
o to oo
cu o c
CO
CO
ra
cu
E ra
(0
c
(TJ
'5 o
o
c ro CQ
(/> C 0) N +3
o
CO CD O
c
CD I—
0) c«-
"ro
CD
c
CD
|1010|JS jo
o g c I
O c
5 §
i- q:
? JO
O <
OJ 4J Q.
"53
C CO
E E LU
>. .tj|1010|
CO
3 •g >
TJ C
O)
c
>
g
.o
co tj"
L-
ro <
ro|1010|g ">
TJ
c
TJ CU
E ro c c|1010|
TJ C <
JO
ro|1010|g '>
TJ C
TJ CD
E'
c
3 TJ
c ro
ro >>
a
XI
tj" c ro
cu o
TJ C <
JO
ro
3 TJ |> TJ
C
TJ OJ
E
CO
c c|1010|
ro|1010|g >
TJ
TJ
CD
E
CO
c c|1010|
TJ C
ro
cr>
TJ C <
TJ CU
cu
XI O
tn
i2 ro|1010|¦g ¦>
TJ C
TJ CU
E ro c c|1010|TJ C CO
c o
LT CU C OJ 3 X
c
<
j/j ro
X Cl
o
CO CU
to o LU io"
N
LU
CU X
3 TJ > TJ C
TJ CU
E ro cr c
3 TJ C
cu Cl O
¦8 £ s
r>
CD
a
c
CD
r> c . eS
c ro X
1= O
CL =
cu
cu CO
co CO
c: CO
>
<
tn ro|1010|¦g '>
TJ C
TJ CU
E ro c c|1010|TJ C CO
£•
cu
ro x
5 o
TJ
c
3 O
OQ
ro
TJ
x j—< ro
TJ
c ro
ro
e
CD C
E ro
o CO
TJ C
ro
cu x cu x CL
S
c c:
CQ
co|1010|g >
TJ C
TJ CU
E ra c c|1010|
3 CO CD CO .CO|1010|CQ
JO
ro
3 TJ "> TJ
C
TJ CU
E ro c c|1010|CN CN TJ C
ro
TJ
c ro
CO,
ET
CQ
cu
OJ
ro O.
o z
o z
o z
CO
o o
o z
CQ j£
B|9109|co
o z
o z
o z
o o CD
o Z
o o co
o z
o o
CQ
O
z
o z
O O CO
O O
CO.
o o
CO
o
tn a
CD | eg
(Oh™
12
2>|1010|co 5 CO ^
co co
o
¦5 "» ?!
b | S
to CO
g § r.
° S S
J S !?|109| C*
I- CM ^-
3 ?
CD O
CNJ —' CN
o tu o
CO £ CD 5 o
00 ^ CO ^3 CO
3 b
2? I
•= IO
—' CO
01 o
¦2|910|
H O
|3 —' in
CD O
£ CO £ CO
^ 5
s °
j» OO 0) *"
1*
.= 00
|1010|Ci
o
CO
CO
s
O .&
12
s o
~ co
— CD CD O
c ^:
o
—' CM Q) «-
£5
I/)
.2 oo
CO 00
Q £
00
CM LO 00
oo r-
00 tJ-
oo oo
oo ro oo
co
LO
oo
o oo
CM 00
oo CO 00
CO 00
CO
oo
CO 00
If
OO
CN 00
O)
in
if
ID
c c ra X
JD
>> (£
fcj) c
O
CN CD CO CD CL
CD X
CO ' k. CD
ra
o o
TJ
CO
cn
CO O)
t o
JO
ra|1010|¦g '>
TJ C
XJ CD
E ra c c
jo
ro n
TJ
>
TJ C
TJ CD
E
CD CZ
cz 3 LO
JO
• ra
3 TJ '> TJ
C
TJ
CD
E ra
cz
TJ
c ro
TJ
c ro
jo ro 3 •g '>
TJ
TJ
CD
E ro c c
3 O CN
TJ C
ro c
O
jg
Cl
jo ro|1010|g >
TJ C
TJ CD
E ro c c|1010|co
JO
ro|1010|•g '>
TJ
c
TJ' CD
E ro c c|1010|
TJ C
ro c: o
c jo
CL
JO
ro
3 TJ
> TJ
CZ
TJ CD
E ro c c|1010|
JO
ro|1010|g >
TJ C
TJ CD
E ro c c
3 CN
JO
ro|1010|g '>
TJ C
TJ OJ
E ro c c
3 TJ C
ro c o '¦*-» ro "c jo
Cl
OJ
c
.JO
ro
3 TJ >
TJ C
CO £ CN <
TJ . -C CO
ro >
8 £•
c c ro cd "5.X
jo to|1010|g >
TJ C
TJ
CD
E ro cz c|1010|
JO
ro
3 TJ
> TJ
C
TJ CD
E ro c c|1010|
co
C O
3 O CO
cd"
TJ
ro co
if g 'o. E ro
SZ
O
jo ro|1010|•g ">
TJ
TJ
CD
E ro c
c|1010|TJ C
ra
c o
"ra h—•
c
JO CL
JO
ro|1010|g >
TJ C
TJ CD
E ro c c|1010|
L_ *
CD c
ii ro
O o
°0
E ro
> o|109|z
tr to|1010|CO
O|910|,c c jo ro co
"5 o xi
S
CO
O
co
CD 3 cr o to
CD
c c o
XI
i
ra sz O
c to
-e
-c O
O c c <
JD O O
ro co
I
£
ZJ
O
TJ C CO
fo
Q
CO
Q .
c
CO
Q. zj to Q
O
CO
tf o
CL
c
CD > CO Q
C9 O
to" ra E
CD TJ
>. TJ
C
o
CO CD Q
3 O O XI
ro X CD Q
c CD X
o Q
* CO
s S
IS5
o o Q ^
* OQ
to .c|10910|a ZJ
Q CO
TJ 0)
ro
o
o
N
Co
»°
CD
3! 3
o' £»
§ >
CL|910|- ¦ CL
O ?
=r to
co o
3-|910|ft) - •
w —[
O
3 tu to
TJ
3"
_ "> ml
s?i
CO CD Q. W
i? c-
O CO
-3- 3
^ CD
of-"!
^ ST
- - CD
5T § co to
to" 3"
-i o " ' CD Q) - •
^5
to 3
01
CL ><
0)|1010|
0)|1010|CL 0)|1010|CL
L
tn c =i 3
CD|1010|CD Cl
5' Q. <"
CL C «
to
o
03
Cr co|1010|o 3-CD
C
o a-|1010|
•o
CO
3 ST 5"
3 CD|1010|CL
c
3 0>|1010|CD CL
5' •9, <
Cl C
92. to
CD >< CD ~>-
CT
o Ef
CU 3 CL 0} 3 CL CZ 3 3
tu 3
CD CL
5'
Q. <'
CL
TI O|1010|
C 3 3 CO|1010|CD CL
5' a. <
CL
c 92.
CO
o 3-
CD j-i
m
Cl ?
CD
o|1010|o
3" 00 —i
CD to
o
3 CD 3 CL
L
o o c
3 3 0)|1010|CD. CL
5' a <
CL C CO CO
CD 3 CL 0) 3 CL
C 3 3 CD|1010|CD CL
5'
Q_ <" Cl c
M CO
co (D
m
Cl
CO -1 CL
c_
DO 3 O-
TJ TI DO °
o
2. O
tu
3 CL CD
CD
•g
CO 3
5T
r-t-
o'|1010|tu
3 O-
OI OJ
c
3 3 CO|1010|CD
CL
5" g. <'
CL
c fo
CO
cr
CD CO
o
CO CD TJ 3"
|1010|3 CO|1010|CD Q.
5' Q. <
CL C
92. co
fl) -01
o o
ro c
3 3 CO|1010|CD CL
5'
CL
<[ CL C
tu
CO
"n oj cr
CD
cr
CD =1
o
3 CD 3 CL
3 CL O
0J
o x> c
CD CO
CZ 3 3 DJ
CD CL
a. <'
CL
c 92. co
CD O CL O
o
CD O
cr
> c
CQ
a co
3'
CD
o c
0J 3
CL
o
c
O 3 CL
m
o 3-|1010|
Si 3 W
OJ CL|910|E < tt
co cl tu
-- C|910|CO Cl
cn
o | 3
CQ
5' CL
<
Cl c 92.
CO
CD
3 ¦a
CD
co 3 tu 3 a.
CD|1010|Q. O)
C 3 3 CD|1010|CD Q.
D c tu
o co
CD
a-
00 CU
-g co'
CD
D c Cl
CD
CO CO
3; 3'
CQ
. o|1010|o
c
CQ
c
CD
CO 3 CL CD 3 Cl
co x' c
3 3 CD|1010|CD CL
5 a. <¦
CL C CD
?9
CO
43 ©
CD 3-5 CQ ^ CO
CO (Q
q. CD
3- _
CD O € =
CQ 0J
5:.
<
Cl c
DJ
Gj re
o
CD Q.
00
3 CL
09
00 W CO
09 OJ
00
00
CO CO
00
tn
00 tn o
00 00 w tn co o
a> cn
o --
O CO CD
5£
CD
to |.
CD
< CD
SI o
CD
j?
n
s
c* 00 c CO
O CD -a CD|1010|o
S p
OJ 3 _i <*
215
is
Met/)
If g
O CD
SII f- 3 co | - CD
CD
O
CO 01
09 CO
CD
co
O O
CO O O
CO
o o
CO o o
CO o o
CO
o o
CD CO
o
CTJ
o o
CO
o o
CO o
CO o
CD CD
o
OJ r-3 CD
o n> E. o
(0 3
ro
cvo
Q> TJ
3*
03
0) 3 Q.
s
CD C X
o|1010|o
CD<
a'
Zi Cu CQ CD
8°
7\|1010|o
X
CD >< CD CO
Co
?3 O cr (D P, CO
c_ o
a
CD 3
CO
o
3" 3 CO
o|1010|CO
a:
c 5'
c_ o
CO
3-C
CD
c
CO
CQ 3" CD CO
CD
oj'
3 Q_
OJ
o xt c
CD CO
¦a
CD
DO 3 Q.
o|1010|CD
TJ oj
CQ CP
OJ
c
3 3 01|1010|CD Cl
5'
Q. <' Cl C 0J_ CO
CO
to oo
. OJ 3
ST o'
3 01 3 XL CO OI
c
3 3 0J|1010|CD CL
3'
CL < CL
c
CD CO
0) 3 CL
Cl CD c
3 3 01|1010|CD CL
5' a. <
Cl c co_
00
tn cn
CO
00
H CD
2. 3"^ O
CO Bl -Ti to
0J 3 CL 3" CD
«< 3"
CO^|109|a.
a|9109|o
-5 CD
03 3'|109|-
°-|910|3" O
«'|910|CD S
I- OJ
C 3,
O 3"
5' oi
Cl m
CO|910||?
-3 DJ
m *_
TJ Z
TJ CD
CO CL
CD
CD O
Xz2 CO CD
oo
CO
c
3 3 01|1010|C 3 3 DJ|1010|CD CL
5' p. <'
CL
c w co
CD CL
5'
Q.
<'
ti c w
CO
CO
c
CD 3.
00 00 00
to
^ O 00
o
3 DJ 3
a. c
3 3 DJ|1010|CD Cl
5' a. <"
CL
c
M CO
5' O II
Q. cq C CD
CJ bj-c» a Q. Tj cu
sr
O' CD Co"
cu" T3 OJ
sr|1010|CD
c; r~ c
$ cu
3 CL
tn ro
c
3 3 OJ|1010|CD Cl
00 00
^ tn co co
O CD
§5
3 — CD
3 m
cd m
CL CL
!i
<. Cl c" —(
DJ CO
c o ^<
o
CD
CD
to
S' = 9L FT Si
"3 S
TI 5? §
co
01
CD 01
H§-CD -
3 s
CD 2/
m
%T
(Q CO
CD 8
¦ CO
ri
C CD 5 3
M 2.
¦ CD
ET ^ n' c_
zS
CO CD 3 TJ
5 I
co-"!
TJ S.
ZT CD
o> >2
3 SI
™ to Cl
rr z|10 9|oj
5 3
8 —i
• o c_ cr
DJ ><|109|_ '
CD I-
' CD
CD 3
0>"
73 CD CT CD O
o
DJ
s
w 00
W O
s I
8 § •<
3>
01 3 3. 3 CD CO
to - •
CO oi
if 3
co - • -• co
fc: CD
3 P.
CL - •
o o
^3 CD
PT cq
TJ CD
2. f* ? o
_l co 3^ R CD CQ O CD Q. " -O CD
ctT I
CO (D - ¦ 3
? «
CO OJ
3 5'
W 3"
CO E.
= z^
00 c_|10 9|o|109|o
_3 CT
CO c-
oj 9,|109|E
o ca
DJ
ca
CD
a O
o
o
r*
CD CO
-» CD
i c
|1010|«¦'
2 g is
O CD
c
CD
o
o
CD
CO
5! S
O si
O CD
9^
o * w O
CD TJ
CD
CO _ 3 CD
'-.erf
oo 2. co <
Jk CD CO ^
-£'o
TI 3r.
O N
Q. ™
CD v)
CJ1 CD
CO
Co 3
Co'|1010|CO CO 3
Q. O CO
zzt co
TJ o cr a> P,
DO 3 Q.
DJ
a
Ti O 73
IIS o
CD cn
>
CL
DJ
Ho tn
CD
cr
CD
73 CD to to o'
> c
CQ
c
CO
TJ
o c tj o
o
p I
J! tj
=1) 01 3 ><
TJ
o
3"|1010|TJ 3'
TJ CD •< —i
o c ><
>|1010|TJ CO
O
3T OJ —CD CO
TJ
2-
CP
D
CD CO ZT
cq'
c
Q.
O 3"|1010|01
P, 3'
O
O
CD
TJ DJ CO CP
¦o
0) 3
sr ^>
o'|1010|CO 3 CL C 3 3 DJ|1010|CD Cl
3' Q. <
Cl c to
CO
O o co co_ 5'
CO
c
3 3 DJ|1010|CD Q.
5' CL <
Cl c pj_ CO
TJ DJ 3
sr <-»¦
o'|1010|
CJ1 O
c
3 3 DJ|1010|CD
CL
5'
CL <' CL C
w
CO
DJ 3
DJ
o'|1010|Cl
C 3 3 DJ|1010|CD Q.
5' 9. <' Cl c DJ co
> P, 3-
cu 3
CO CD|1010|OJ 3. CP
O
CO 3. CO CO CP
OJ
3,
0)|1010|TJ
r-*-
o|1010|
DJ
o
co
CD
~<
73 o
OJ 3
Cl
co 3
CL
3' 9. <
CL
3 CD|1010|CP CL
CO 3 3 CP
0) 3 Q_
DJ 3 O.
to
00
c|1010|3 DJ|1010|CP CL
5'
Q. <
Cl C DJ CO
3 CD
8- s
=; CP
CL -f CP = 3 O
§ 3
CQ
5' Q. <
oi c tp_
CO
Z
CD CO O 3
TJ ZT
CO <
CP co
CP CO
oj
CD 3 CL
3" CP
C0 DJ
CO C CP
CD
TJ_
DJ 3
0J
r—^
0'
3 01 3
Cl c
3 3 01|1010|CP
Cl
3' Cl <" Cl c n
CO
o
TJ CP|1010|o.
to
c 3 3
DJ|1010|CP Cl
5 a. <" cl c
CO CO
o
TJ CD
DJ 3 CL
OJ
o c
3 3 01|1010|CP
Cl
3' a. <
CO
CL C
to
CO
O DJ 3
ctV
a
CP|1010|co"
•3 73 Cl DJ
JV CO
— CP DJ TJ
- • ZT
cp~I CP 3
to CD
3 c .r: cd
l»
SS co
CP CO|1010|co P.
a. a,
¦' CP CD f>
CD ^5 3 .S CD —
DJ 3. M
CO c
N DJ 3 3 CP|109|s
o O
c CD
to oj
o. CQ
c ©|109|Q.
CO O|109|O
CP —
CL Q)
— r»|109|©
< 0J
CL C
9L to
O
c
3 3 01|1010|CD
CL
cp m
9: N|109|DJ
CO _ '|109|I
CL DJ
"coi
CO DJ|1010|
00 OJ
00
00
01
03
00 01 cn
00 01
00 CO
00 oo 00
00 OJ
00 cn
00
00 OJ OO
00 CJ1
± Si-CD W
o ro S c
<3
00
-P>.
OJ
CO C CO c
O CD
2 2
_v CD
O
£-?
Is
Co c co c Co c
£ » ± » ftp.
O CD —* CD O CD
<3
r- -* r~ -J 1—
CD
00 5!
6 5-'
Set o n>
|1010|o
si!
CD
-» CD
" c
n
> CD
ii
CD
5!
2 o
CD
O CD CO
CD > C
* S 3
01 c» j-^ CD
g co 3
r o
5 s*?
w o c -1
o
CD
O »
=r: cd
CD S. CO 3
3 £=
CD O O
CO
o o
Z
o
z o
z o
H o
Co 3
CO Q_
CD-
3 coco
CD
3 o
o
CL CL
O ZT 3
O|1010|CO to
73
Co c S
3"
3 CO
CO c:
I
CO <3
CO
43 a.
CO
CO c ¦g 3'
CO
c 3|1010|CO
CL C|101010|CO
c|1010|a <=|101010|CO
c 3
CO o
O
CT
co o
3 0)'
o
CO CD TJ ZT
CO
o|1010|m
co o
II
" CD 73 -1
CD <
67|1010|
TJ OJ CQ CD CO
co
sr
o*
3 CO 3 CL
3 &)|1010|CD CL
5' CL <' CL
c
0)
co
0) 3 CL
C 3 3 CO|1010|CD CL
5' Q. <'
CL
c
OJ CO
TJ 0J 3
sr >—^
o"|1010|OJ 3 CL
C 3 3 OJ|1010|CD Cl|1010|9. <'
CL
c
DJ CO
DJ 3
r-*-
OJ
OJ
3 CL
C 3 3 DJ|1010|CD CL
5'
a. <'
CL
c
DJ. co
•g
OJ
3 01 o'|1010|DJ 3 CL
¦g to 3
CO
o"|1010|DJ 3 Q.
C
a 3 tu 3
CD
a.
5'
Q. <' Cl c
DJ
TJ 01 3
sr
O 3
OJ 3
a.
L
CO
cz
3 3 DJ|1010|CD CL
5' Q. < CL
c to_
CO 01
CO
o ><¦
5T to 3 Cl
O 3
CO OJ
>< o c
g, "g_ tj_ ? Ti "2. U 'S. "2.
n\ fti fn S fll m ftl ftl to
o|1010|01 3 Q.
c
3 3 01|1010|CD Cl
O 3 DJ 3 CL
c
3 3 CO|1010|CD
a
5' 9. <'
Cl c w
CO
o ¦g, co 3
tn
5" 3
3 0J|1010|CD
a.
3' 9. <' Cl c
CO
CO
Cl < Cl C
9L
CO
DJ 3 Cl
C 3 3 01|1010|CD
a.
5" a. < Cl c
M CO
M o c
3 3 0J|1010|CD CL
9. <' Cl C CO CO
c
3 3 DJ|1010|CD CL
5' 9. <'
CL C M CO
!
¦g,
DJ
O 3
co
01|1010|CD
CD DJ >< O
c CO
to 3
01|1010|CL
c
3 3 OJ|1010|CD Cl
3' 9. <'
CL C W
to
o
•2. 3.
to
a a
OJ (Q
o »|109|Q.
co _
oj O
a g
c W
3 CD to -t
3 Si.
CD
CL
5' 9. <' Cl c pj co
o|1010|00 OS _x CD
00
tn
CO
00
•*>. 01
CO to
00
cn to
00 -o
00 to 00
00
w ^1
00 to
00 to
00
00
00
03
tn ro
00 oo
00 cn 10
Si. M CD 0)
** 01
S:|1010|Zt 3 CD
O CD
?!
_* CD
00 51
8 o|1010|! c
: 1-
CD 2
CD 2 •2
sr co 57
ti c
S co z; 3
O CD
I?
O) 5-
CD 2
CD c 00 c
CD
c
CD 2
o
5) 5-'
00 c
y 3
O CD
CD 2
o
M 67 ° O (D ~
Si 3
co 2. CD
CD
00 J! § Q
CO
o o
CD
co
o
o
Co
4?
3-
CD CP 3
Q- CL|1010|CD' C_ 9>
5?|99|a
CD zr
CO w CD
- 9>. o
|— to <
CD CD S.
CO
, CD10
3 ^ Cl .CD CD <[
PA O b3 = zr =¦
to
P. a.
co
£; so
d> <.
- ¦ cl
S 2,
p> =/
ill
CD N
> CL CO
CD
—1
o
I|1010|CD
S; CO*
CD
LU V
¦§•5. i. cz>
J1? CD
5 IS of
CD =» Co S Co CO
00
to oo
>
o
CD 3
w 5"|1010|TJ 0)
55"
> tT
SJ
CO jjf'
co < 3
c» m - •
PI 3 ¦< - •
CO
<
CL ft)
CD
0) 5!
CD co o
0) O
•<|1010|CD
.1
r-o c to" CD
CD"
> s
CD » 3 >3
O O CL
3 O
It J
E' CL CO " •
u
tu >
tu|91010|3- CD
Cl " '
3 Cl
CO
O 3
ca
T| CD 3 3 *<|1010|a. <' Cl
TJ CD
O to
3. CO
DJ 0J
~_1 to
CO
DJ |-|109|?
O - •|109|f~
TJ &
i; -0?
CO O
- • zr
H|910|«> m|109|CD
CD O
n cr
Z ro j
S m 22
^ o. CD
Cl tj
9- J. ro
DJ
cr cr •<
PJ -j
OJ '
oo OJ
oi
o
ro
Co
I c
CO 3" CD CO
< CD J OJ
g-' 5-' CDl
CD ><
O
OJ
c
3 3 DJ|1010|CTJ CL
5' a. <' ti c w
CO
CO
Ti O
OJ 3"|109|CD
r-h "t
QJ 3
a. D
DJ < Cl
<£ fl
O 3
OJ 3 CL
c
3 3 OJ
3 ro a.
5'
CL <
00
CO
to
00
Cl CL CO CO
00
OJ
C 3 3 OJ|1010|CD CL
Cl <" CL C OJ
00 OJ
^ o
CQ <
S 3 -~| CD
I O 3 O
c S
IS
pj &
3 DJ
a
O o
w
#-c* CD
s
2 to
M CD CO
CD
-» >
co &>
to Q
CO fo
CO c
TJ q)
5) ro
C
co 2.
to <
^ ro
\ 5j co
-S O
TI S
O N
CD Co Ln CD
II CD
z; 3
CD
ti c
It 2 <' ro
fT O
o ro 2? c
°!
CD
«"
o
o c
o
CD
CO O O
z
o
TJ CU CO CD
7s re ><
CD tn
?
n'
CD
cr
CD
73
CO < cd
a DJ 2 =V to °-cd zr cd
gcg'li
-St
= §3
CO P. CD
— ro s=|1010|Q. <' CL C CD CO
CD o
CP »2 <.
CP 3 =
P TjS
1 a
CD CD|1010|¦3 >
r- 3
CD
o
3' 2" to 3
CD tn
x
CD 3
<2
TJ CD OJ O 3" CD
O
o
CD TJ
m co
OJ P.
3. CD
CD SJ CD'
¦ 3
K -3-
DJ
00 OJ CO
01 Rj
4^
H > %
O" S. ¦< io
CD O 3-CO
o a-
r-o
s
tt
3=
co
CD
3 co
CD
CO
§S.s
» - tj
co I £ S a m
V, r n'
TJ C oj — Cl - •
w "5 n
CCJ DJ
co § * oj P c_ a c_ c
O r a
=r =•<
O OJ " '
• 3 TI
> - ¦ DJ
g CTJ|910|SO|910|5T —
r n tD
to y cd
§?" » a o •
o sr co
TJ 3. CO
• CO CO Ti <" - •
y. to
co - ¦
cd rn S P E? 3
co s o
CL c; OJ
CL -* ^|109|3 to
P. g o
co § 8|1010|3. § c_
I CD"! CQ
DJ OJ _
P 3 ?• o 3- -
Co " - • CO
- ¦ CQ' J<
z S> CO
OJ - • OJ|109|C_ 3
O CD -3
^ —1 LJ
r; -? co
o g. g
o> ~ " "
3 CD O
P CP O O 3> S ,3 CD
2. re P
CD - • _
.t n z
_ CD DJ g- - •
c 5-
CD *<
30 CO >Q P oj
n , dj
<;§:¦§
3 3 CD N* 3 tn.
¦ • ^
TI|101010|o co'
c o ^<
DJ 3 Q.
TI O 3,
a 3 co
01
-i
CQ C CP
3.
3" CD
01 •3
> C CQ
—' — '
o- r- « ^ I P < to'
p-tlS
to CD 3 Q. g. |-01 -T O
CP
CD 3. CP
c „ c co C > —• 3" O P. 3 .
a o
CD CO 3 CP
O - •
DJ
CD > " ' 3 CD Cl
—I —1 CD CD 3 " •
Cl m
CD
CP O
CO p'
g CD
m &
Cl —
« 2:
0J CD
a =>
S|9 10|CO CO
3. CP
01 "
2 * « 1
• CP S3-
a aT
DJ 3 3 - • CD' O
• O CO =
CD
a - •
67 —1 zr
3- (5
CP|910|OJ 01 3 3
' • O
CO CL CP
CD DJ - '
= CT CTJ
"< CQ O
to 2|910|3 ftT Cl
Q_
o 00 o CO CJ 7<- W -J i° O
ro
R? ^
<2. cS § to
co
00
rv) >
O 0J
m h
67 M Cl 3
P 3 _ *<
0J
CQ Hi 5
CD - •
a- z
CD (P
CO? O —
TJ 5
co ? -2 tn
TJ. CD
to' r-_ CD
of-?
^ <
rn 5
CO CP ZT 3 CD P
C- Q_ o_ OJ >< V
OJ >
fp' 9> "_ o
CO 3
03
0J TJ O 0)
"cl a
O 3 3" CP
X? O cr
o rr P r-
II
: -r co 01
CP =;
co oj o 3 >< o
(D r<
o >5 c '' 0J 73
a a
o »
o * •
67 S
- • 01
O CQ CD C
3 5.
— • r-t-
2 » CD - •
O 3
3 ¦<
xP- =
CO cp
2 3
^
CD - ¦ CO jg
dj £|10 10|c- o
O 0) 3" <
P Cl'
O TJ C 01 CT CQ — CD 3 - •
co
if
CD §
O CD 3
CD tn
O TJ CP
CD|910|CL 3-
- ¦ to
p§
oi c_
< 01
S|910|TJ co
ro V
co c_
CQ CD
to o_
TJ o
CL
c 0 O
a cd y
co r|910|01 CD
0) 3
c
Z O
a
CO CD*
O 3"|109|- •
il = 3
3' =
CD S"
S i
w r-
"S o
3. =.
CD
|10 9|s|109|o
10 .9"
CD CO
§ o-
to O
Cl CD ZZZ
- - -• pj
TJ Cf
57 CD
Oc7
i =
CP I CO DJ CD'S
m ro
a w 3-
-• CO
X OJ
3.3
>3 >
o 3-
3" »< 3 " • CO <
§ I
I|910|OJ —
o'|1010|3" CP
O
i. 3
CO
3'
Q_ <' Cl C OJ
co
co
01 01
p
>|1010|01 3 CL
DJ 3 TT
CD O CQ
67 •
T 11 J
re P §
tn
tn
iSE1 -
t CO O CO o o _
CD
o ^1
s ¦?
2. O
CD CD
9 W
|10 9|s
01 c
,& CD O
o «
"I
co
m H
5?|910|B> CO
CO 3 CL
o CD CO
CD
|1010|CD
Q. ^
•3
> 3
01 Q. ID O
0) 3 CL
TJ 0) CQ CD CD
=r. CD DJ 3 CO .tJ
co -¦
OJ CTJ
3 ro
X 67
O 3
3, Cl
a 5? O P ro
O m ro co cq g>
01 —|109|CD|109|CO CD
CO CD
ro 3 |
<-»- —. C » 3
CD ^* <
O 0J
^8 S>
0J c CO CQ
?l
a 5'
z ro o ^
$ i
O 61' £3
a
c 63'
C_ CO
E. TI|109|C
" •|910|? .to'
oT
§-°-if
3 oT " 3
"cl S S ro ro c
S 3 a
3 3 CO
ro ¦ • TJ q. ro' ~ J
ro o 3
C TJ
cpg.ro
N DJ " '
dj .co r-
3 co 2 ro o 3
b § "co
oj 3 oi
°|910|cl - ¦ cr
CD .9
° 2 jj
P. c3 ro co.ro 3
3 O CD 3
w a w
3 Oi ' DJ CD CO 3
CD
00 to
CO I
oo tn tn
cq cS a j» 3 ^ § ro z a
m - a &
O o|109|_
a oj
CD ZJ
°-o
CD|910|oj ro
T{-
cl 9.
3" O|109|i.
S 5; CO c-Tj 067<" » .? S 2 co o 3 g1
CD CD DJ
O CO
OJ 0)
3 3,
a m o
3.
> XlQ 3 CD 3J Q. 3 7*
J tr ro oi
^ 3)3-
c5 tu
CQ CD
a
o ,5 ZT CQ
DJ
a 3 2>|109|2-3
i ^
O
» rT|109|r?
ro §|1010|cl ro
m tj
cd' O
- ¦ o
|— 3
ro to o 67
S o
> a
§• OJ 3 to
ro
a cq •< &
CO.™
N O CD fp_
ro o o
5xj
Zl CD. CD
OJ - • ^|109|T| S
?T T 01
" 01 CO
QJ CJ. CO
S a tj'
" s-
CD
CO 0J
3 cr o
-< S CD
O =;|910|C CD Q.|1099|„
dj ^ ™ Si 3 6j*
cT s cq a
to oi
3 cl
ro ro
ll
CO CD
CQ - . zr co {r. ro zi cd y.
CD ? «
" 5 P 6f01
ZT
s
01
§ "co^
{¦f if
C— OJ
o
CD Q.
S Q
CL
C 2 01
<5 3 -g
co a*
D
DJ p+ CD (0
ro ro
00
S Tl - -
3 In ^ CO ¦ W ST
» U U CO (o CJ J
^" ^ ~* ' ^ °
o ^
P. (U
^ OO fj §¦
CO CJ o I-
Co cr. Oi N
co at
. . 00 - <
-J CD
ro
TJ O
O O rt ?
S " » s
- ^ ^ S?
a sal
-. S £.
£ 8
CO ^
n t. * z o
KJ
-•^ 3 ."S co '
-. co 5=
-* 00
co O
CD
n co
«= O
CO ^
cn -j.
^ >
01|910|
CO CO CO CO CD
TJ CD CQ CD
|1010|Co
ZT
CL CD 3 CL
ZT - ¦ CD
01 C?
-q-f
i> 3' Tj CQ
8- 5'
3' Q.
CD < CL C 01
TJ
CD 3
•5
cu o x> c
CD
CD OJ 3
O C3-05 CD
0J|1010|CD CO
>»
c3
s
OO OJ
oo
S *¦ w c - c
™ »l
CO co H
O » o o 3 3
p cn i
oo co s.
CJ 3 o
O C_ q]
cn
CO 3 (fl
1^ < o
CO CD
W o
CO > = cr S oi
CD CQ 3 3 0J 0J
Q. "°
w §
cn
T> CO
01 3 CL t-t-ZT CD
i
3 CQ
5'
Q.
<¦ 5." c qj_
CO
03
TJ CD CO CQ
^<
CD 0J|1010|01 01
&
5r
3'
CD
o
ZT DJ
00 00 CO I
00
cn to
-1 -» >
Nl CO «
? i u
O ^ CO
CO CO ZJ.
- • - • (fl
O CO =r
Zi CO 3 CD
S3<3
2l
01 CO
17) 03
»S
^ CD
CD O
o
O O O
7C ^
CD Oo
R' -* - to
>
0)
c
3 to
5"
3 TJ
fl)
0)
01
a
3 C_
o
CO CD TJ ZT
TJ ZT
TJ* TJ O _3
CD 3
00 OJ
>3
00 00 OJ I
00 00 00
o
CD
CO {ft CO Q
O 01
« c
51
05 O
03 (q
O ftj
O CO
5" co
?|910|CO _~J
¦a &
CD
co
CD 3
a TJ
3" OJ 22 O 3
00
co
00
-» >
03 CO
^ s
CD CD
9>
CO -™|910|CO
o|1010|00 CJ1
o
TJ
CTJ O O
o 3>|1010|CO
3' o
3 OJ 3 Ct
"I co ><;
CD
ro 55|1010|CD O
3 » CO 3 CD TJ
cr oj !?_
TJ
a.
S z?
oj|910|J OJ r-ci
ro rn|109|CD
Q.|910|ZT OJ
ro|910|3! cd
o
O Z Q) cx
ro 8-
=i. CD pj ^ —
— -i y - • co
Cti Tl
51
3. 3 CO CQ
u
I =
"< V.
- •|910|°|910|CD W.
01 -• 3. 3 CD CD
P. 3
DJ I OJ OJ
w' co 3- OJ
z 9
CD - .
ZDJ|10910|ro
TJ
01
a _
P. ir
S o
BJ DJ " 3
o cr •<
Tl CO
S ro
Cl <
co O
CO s
DJ --
a? e>
•? 8,
to|9109|«»
Cl 01
¦ cz a
CO CD
CD 3
CO ¦
- • TJ (D CTJ
-> zr
a cu
-5 &
zr -i
TJ c_ CD 01 CQ 3 CQ CD •< - ¦
a &
«; i
CD
¦ '|91010|o a
—* cji Ln
- • o >
Si
OJ 3
o zt
z o
TJ 01 CO CD
CD
c
CD
CD
c
zr
CD 01 3
CD 0) TJ
to'
f-r-CD
(Tt —i CD CD C X
TJ
o'
zr
CD —t CL
D 03 TJ.
o' CU CD
S- co ZJ
i. to zi
3 CD CD
» a 2 o - • o
-3. TJ 3
s8|
«- CJ.
H «
i|
CD 9 -""> <
CD
oj'Q =, 5'
CL <
CD D> 3
I-O
c to'
i ^ 3 CD
CD CO
"is
= o
Q)
TJ CD
CD
3 "tl -' o
OJ o
st 3
O zr|1010|I
CD O CZ to' CD
3: "O ">
to ~_ o ro a cd
- • 3
w o
ST CD ZJ. <
5' y>
*t
09
to 00
O ft) "*" 3
00 1
CO
00
CD * 67
O CD
c
cn »
Z 3
!•£ - z;
— —' 1
co <•
>|910|CO tfl w
5 c ^
o o
o Jj|9 10|c?. cr.
ct CD
O O N
-k D. CO
ro [a o
ro p.
£° I
00 (S" c
O W iD
-N CQ
Co CO o
Tl O
CD ^<
> 3-zr c
5= <"
CD 3 eg o. Cr oj
CD 9. — o
O g.
S 3
S <°
Ql
"^ r- 5L
CD to
O • • 3 I
I- 67
5' 3
I
CD 3
CD*
"9
Cr CD"
TJ O
>|1010|CD
00 co 00
-k >
00 CO
CO CO
00 c
S|910|CO T3
I 2- O 5' O CD
S ^ 67 CD 3- <
DJ CO' 3 3
Cl -
Qhr
CD of|1010|O o oj
CO 3|910|CD >< CD
TJ >
o c
cr eg
^ P, <5.
CD "<
t. "9.
01 0J =. 3
CD
to' oj
O =3: 3 O - ' 3
2? o
a ^
CD o
c zr
^ 00
"3 c zr s.
co 2 3 - ¦
S TJ
c_ « o t< CD
01
cT
2 o zr
CD
01 3 CL «-f
zr
CD
Tr* OJ
>
01
CD OJ =
— — O
- • o ¦' "'
I £.
DJ CO
CD -•
C 3 3 CL
|l 3 C CD CD °- CO O ' -
ii £1
I _DJ CO
O 3
CO
to
S|S
CD O H 8 P. 2
ro 3.
CD
¦< 2 o
= 5s- ^
—• CD »-?•
- • CD
"^ o
f 8-
DJ
co|910|S2. w
> ?, P
a. TJ O
ro a i?
tJ -. CD|109|co
00 co
00 tn
• CD =S CO
01 O CD
ro CO CO m
• ro -j o
y o rr
cr. ° "S Z
SS
O CD CD
CD vi
ft-?
CO
-1 00 s
cm tj o co
ft L c3 ¦
-i CO
3.
*
c? 5'
S > S
r-» - co -
. _ £ R3 g 3 00
CO CD
_ CD
n' oj
CD O|109|O CO
CD Z
CO o
S"S
y 5 o s
CO
m o a 3-a zi ro a
01 TJ
P.2 >2 S
CD 3 CZL
O 67
CD|910|~ CL
OJ DJ
m cl
N ZT
0J ID
0) 9.
o 7=r
DJ
P.g
3 CL
* £¦
TJ <= 01 » C co
ii O
CD 3
a
H o
3 w
XI
c
CD 01 3
00 OJ TJ
TJ o
CO CD
00 OJ
ro >
rt 3
00
—I
01 CL
3" —i
O.
TJ CO o g ct •<
CD CL ^"c_
s a|109|ro' 9-. 3
OJ 3|109|CD 3 CL
TJ cd
3" 3
(D o.
o
3 01 3 CL
-vl
C 3 3 CD|1010|CD Cl
5' g. <'
CL
c
a
CO
S" *> p. H
C_ r»
US'
-m- 3"
CD < O <
"H
CL S. 2 CL
c
. DJ
O|1010|ZT O|1010|DJ
to
> tr
W
zr
01|1010|
oi'
CD CD CT CD
00 00
co'
00
01 oo
I
00
-P>.
NJ
_k > co ^ fl ¦Ik. Cn co
S OB)
ZX OI Zl
- • cn
co cij
CD 01 Cl CO
<
9_ CD O O
O 7^ V 00
ro £
co r
CO A
ro o c
—1
CO CD O
y
C_
O
CO CD TJ
zr 3' CD
DJ 3 CL CD 3 CL
zr
CD
o § 3
CO
3' 9.
<¦
Cl c
a
o 5'
1 o
3, CD 3 O CD
C
o cd'|1010|CD c
CD
00
O o
CO
00 CD 7X OJ C CL
00
—I
o
f—t-
zr
CD
TJ. DJ 3 ST
ti|1010|0J 3 CL
c
3 3 DJ|1010|CD CL
5' Q.
<' Cl c
a
CO
00 01
3 o
ro a
63'|1010|
TJ. 01 3
ST
ti|1010|01 3 CL
c
3 3 OJ|1010|CD Cl
3'
CL
<
CL
c
DJ
00 00
co o
CD V
ZJ CD
d
TJ c|1010|TJ o IT CD
3.
TJ zr Z
(i ij ?
c O
CD o CQ
*_ S W
"Jl (Q
CD ZJ 7?
cq CD
* - a
O a. O
5J < o
Cl —
-r a ™
zz- CO CD
9 • ' -1
O —I _
3. zr
3 o
ro 3
a4j
CD 3 O CD
CD O TT
TJ o cr CD 3,
> CD —1 O 3
A. 0)
w o c
o
CD
OT CD CO
cn j/T
-Iw {/>
co c|10910|ro -o
OJ 3
CL
-3
DJ |—
3 re Cl CO
TJ cq
O (D
cr -
CD JJ
¦* CD'
O q
DJ CD
CQ
c
CD
tl
DJ 3 Cl
O r-5- 8
TJ 3"
>Ti
CT 0)
a a
3" DJ DJ £?.
3 §
c_ 0) C 3
•fS
^, 3"
TJ re re 3"
CT =
P. 9
CD cl
a I
° OJ
« H DJ ZT 3 O
a 3
C OJ 3 cn
DJ >
3 3
CL CD
Is1
I--3-c O
OJ cn fi
c
CD cn
CD £*. = 3|1010|OJ
m 3 cr. cl
3"
3 CD
So
5> I
c_<° 0J =•
il
8 g->l
I*
CQ
—¦ 5
-T «-»-
CD « 0 P-
!^
ro 0 O V1
CD CD CD g » in'
CD
DJ
- ¦ n
>5 9. -. to
3 TJ ~ ZT
o-tr
0J TJ
00 CO -4
={. re
00 ro
00 co cn 1
00 co co
¦0 -* — H
CO CD C U CO CO r
S >
--J. c CO co cn
3 3
OO TJ
-£ 3 S c
CO -*>-»¦ 3
o Sj
CO ^
Q) -
CQ
m ?
OJ S o S
O Q>
^ CO CD
P CO
llSI
S3 »-ZT. W CJ
f 5:
7X CD
CO O
0) O
DJ 3 Q.
•5
o
(A CD TJ
C?|1010|CO
3' g. <' cl c
CD.
cn
CO CD < CD
O OJ 3. 0) 0) (D
00 CO
00
CO CO
00 ST
CO CO
cz
3 3 cn TJ
co'
OJ
¦3
CD OJ
¦3
ro co'
co c
N DJ 3 3 CD
>
c
CO
O 3-
OJ
3. ro
CTJ
w <
3->
3 re
CD cr 0 3
-T ST
7s|1010|o
j*
O
3" OJ 23. CD CO
> t~ c w
CQ OJ C 3
cn cl
5- P CD f_ O cn CD TJ
3 Q. -i CD 0) C
_x
TJ CD"
DJ 3 Cl
0) J5 0) CQ
w m
0) 3 CL
cr CD 3 CD N CD
M S TJ € oj oj.
9J -3 -o
ZTJ
CD DJ
CL|910|- •
c- a
-H OJ
o|9109|°-
cJcT
> ro
c_ M c
c_ re' re - • 3 i— 3 •<
P.
Z TJ =¦ CD
3 10 ^ CQ
CO "-tj
a
1 57
tu 3
3 O.
3 DJ - . 3 C_ CL
a Ef
DJ CD
3*1 3 O
'col
"8
"J. 3 CD Q.
al
3 c CO OJ
m
3 ro
- • fl)
roa
co S
li
re
> > 5T C TJ
CD
ro &
"cl g'
o 3
CO OJ
-K ™
3' ZT
re ro co 2.
a 9
i. 3
CO
3' g. <' Cl c
fD CO
< zj 3 co
n ;„ §-
I CT
O
odj 5' a. <¦
CL
ro tj re
ro » P. o*
3 CO O
>
3 CL
Z " ro 3m-
3 3
- • (Q
u
3 H 8 !•
3 c TJ - • ZT
H § Si
« >^
CO cq -n ro to Cj 67-°? o ¦3 tj-St
c?|g 2>S
DJ 5. DJ
¦ re - " P to S
ccr-0!^
^- m re
2 ="• 3-
ro n 5-
• oj ro
" O P CO
CD
i* DJ CL CO Q) < CD
DJ
I. io < co p. §
= X 03 DJ
^ O ro
rr o 3
CD CO
D o
a 3-a r-
DJ
3.3
DJ 3. CD CO
5i
3 m co
ro
DJ 3 3 DJ
3 CQ p
TJ CD
r—t-
J"!
> 3
3-
o
3 ^<
CD
CD O
c2 CD
f- o
!>
(IT DJ
?¦ o
a > 3 a
CD CO
ro 8 3 -1
3 3 CD ><
— O ro 9r ro Pr
2 «!
OJ- > P~ cr C-5"
CD - •
dj ? g
o »¦><
CD 3" - ¦
= OJ T| CD
3 m
ir? ro w tu 0 _
P. >< - • a.
r to'
S n - ¦ OJ
o CD
CD CL CD 23 O" 7T
CO c CD OJ TJ
ZT - ¦
o re
CD
3" 3
00 CO
00 CO
CO
to
P. -3
co
CO
tn
-1 >
00 co
CO co
* c|10910|CO TJ
S3 FT
00
O > H
O CO tn CO c
S3
CD
C
^ CO CO CO —
<¦ Ul c ^
ro r3
to ro
CD|99|—
CO
O|109|N a
ft 3
TJ
. TJ TJ 2
o 3.
0J
° CD
Z w
o oj
o -1 w ^ - zr ro " ro » ?
00 S co =• 9? I
-g o
»? o
to c 5! ^>
O CO (f> o
o
ft _L|9 10|£ Zt
3 CD
Q 0 -
o
r- CO
01 DJ
CD
oi'
TJ C
to zr
TJ cz to zr
zr o
3 tu to
o zr o
TJ to
S zS
to "S'
OJ to
3 o
33 O
to
o a a
CO
s
tu
?D" to
o
ZJ
to o
o c
S
o
' CD —i
P
73 tu
TJ
zr
OJ CD
OJ 3 CL
01
3'
o to o
TJ
O
= i
CD CD
*"<
CD
O 3
CD XI
c
CD
TJ 01
10
CD
> TJ TJ
;< fJJ
N-OJ
to c
CD
00
NJ
g »
QJ —
- • O
m §.
a|910|zr to
CD -
" ' CL
O <'
» £
o tz
5= a|109|to
DJ «; 3, P.
P. z? 2.'r1
3 DJ CD _<
TJ O|1010|TJ CD -<
TJ 01 3 CL
9L
Co cu
CD*
_a
TJ CD 3 3 ><
OO
to
OJ
DJ 3 O.
OJ 3 Q.
tj g ^
a> O 2.
TJ DJ 3
3 9. <'
ti cz
9L co
O zr 01
ZJ. CD CO
O O CQ
= 3" —
>< CD
CO r-l
3 » 3 TJ
TJ 3" O CD
zi?
CD CO TJ CQ
tz r<
3 , CD
c c_ n -• oj
iD » 8
tz
CT
CO O cr
CO
co"
0J 0J O
<;
2. Z
CD CD
-T O.
00
to
00
DJ 3 O-
01 3 O. CZ 3 3 DJ|1010|CD CL
5' Cl <' CL*
c
CD. CO
00 OJ
DJ
-3
5> to 5
CD °-TJ 01 ZT 3 " ' Q.
CO r~
3 i?
#—CJ-
o
— *i
5' 3' oj to
Si
si
<: 5
CD'
:c S i o
DJ <
3 H
CD 3 CL " •
=• to Cl oj
t 0
DJ 01
a a
CDzj c - •
.P- co
X 2.
!i
3' O
- - 3
O
3T
00 CO OJ I
00 co
TJ 01 3
6T
O
2. <; 6T
CD|1010|CL
-¦ OJ ¦« §.
CD ®
3 O
cz
3 3 01|1010|CD CL
5' CL <' CL CZ
w
CO
P. 5
c I a CO
I 5'
H < 3" Cl
c
S2. 01 CO
co • •
"^3
CD E?
i. i?
Stj
Is
o tz
»< CD
3' -t
O
^<
1.
Tj zr|1010|to"
3'
00
CO
CD
00 CO 00
00
•J>
01|1010|O. 0J 3 CL
zr
CO
I DJ CD 3 3 Q.
ro ZJ
s?
o
i.
3 CO
5' 9. <*
ci
CZ DJ. CO
o
o|1010|TJ DJ 3. CO
CD' 3
o
DJ —1 O
3' CD
? TJ zr|1010|to 3'
CD
dj s;
if
CL S. -. 3 3 CO Q. _.
II
0J CL
cz
CD CO
z
CD
o.
CD CD 3
O DJ O.
o'
O
c
>
CL
01
3 >
CT
OJ|1010|
00 00 CO to 00 00
CD
to to CD
TJ " • _ .
S8 g
ro » S
TJ CO
o cz c_
co = oj
ro cd 5'
™ 'tj « CD cVP. SHU
- ' CO co
O c "2
zr = ro
cd ro .-!
3. *< ,
8- ro
^ • dj
ro ti|910|" ¦ cu ¦_
r (t r
'jjjfo
N' CD|910|-°J 2- >
co-2|910|tZ - • CD
DJ =¦ "|101010|CD
o
5' CO
O. CD
CD TJ
ZT -r ZZ
ft cd ?
- I «
^ ro S
dj 5"
z± > S ^ >
OO CO ~ O (fl
-It CO|99|* CO
ro c c c
_ 3
00 TJ
CO o> 5* o i 3 o ro
co ' ^ H
82 c< o 3 5? < ( co
tn w
O ^
TJ
ro > -k
S3
TJ ro cd
CT) ZJ.
3 3
A TJ
Zt 0
si
OJ
o o
p. S o>
CO Z.|910|D) O ID
CO w _
ct i !j
03 .-» <•
8-1
o
Sr CJ|910|s I
TJ > CO
_^ O q> CD
> s >
u O) cn
00 co co cn
- c - c
to 3 00 J
uS w Si
s; -0
O) Q)
O zi
o rj.
¦5:
o
Zl
CO "O
O " 00
- ro w
co -»
co
_k P z*
>
£ 5'
Is
O' N Z> CD
5. tt,
-3? >
00 TJ Co
ft ' CO
* ro ji
o co i
> _L
io _k ^
10 oo o
CO - ¦
*. TJ
3 g f I
9 °CQ
,S GO CO
^ CO CD CTJ
co "t S
CD ^1 P
co *"
" o
co 3 ^
O) TJ "3
= n
ro ° CD
0)
o
ZV
s
<
CD
O
V|1010|TJ —\ cd' S
CD CT
2 CQ
^ !» CQ
CO|1010|o c|1010|o 3
co
Tl
O
c
o
3 t_
c_|1010|3' 3
CD|1010|o
>
3 3 CD
3 3 O
g co' cd|1010|Ql
CD
r-t-
CD >
c
CQ C
cn
CD|1010|TJ CD
W O rn ZJ
CD 3
T?©
2> % S» CD
TJ DJ CQ CD
O
€
3 CQ
5'
Q.
<' CL C DJ cn
O o
CO DJ
3 o
DJ < co'
CL DJ
O
D)
3 CD
rn dj
< 3 (D cl
DJ 3 CL
o
§
3' CQ
5'
Q. <' Cl C CO. co
c g cd'
TJ
o cn to.
cd"
OJ 3
Cl
O
o zr
CD 3
> Q. 0J|1010|DJ 3 CL
C 3 3 OJ|1010|CD CL
5'
CL <
c
CD CO
„ s
CD CD
• CL
> 2.
Cl dj CD 5-
3 CD
X z
CD DJ 3 3 3. Q
CD S
S! DJ CD
23 " '
to'm
C_ CO CD •<
3 CO CD CD
- j^.
to
3 — P. CD
fe" °
s H.
3 CD CD CD
8 O
" 3
CD CD
S > =! 67
CU TJ 3/|910|3. 3" § CL
"a <8
O * § > -
3'cf
Q.
01 O 3 DJ
'|910|03 CL|109|zr
to CD
Si|1010|CD =•
zr a.
o I
CD ¦ • 3 Tl
!§
— <"> O o
tn O ' CD
m o
CD _ CD CTJ
"-r 01 TJ O 3" 7C
=; to
i.
C_ 3-
ro't, 3 m
3 CT
cr
• ><
° O ro b
TJ O 2" TJ
3*
ro1! co 2
J* 3
as
r. %
a -
ro I ^ o
5'-ro ro s
O 2.
CD to
ro
CD - •
"ll CD
5<5' co c_ o o
= CD CD " ¦
- I-
CD O 3 DJ
TJ_ OJ 3^ 67
o'|1010|CD 3 Q.
C 3 3 DJ|1010|CD CL
5' CL
<' CL C
w
CO
01
S. £ 3
CD
> tj q
CD
CD DJ " ' CD
X -
CD C_
g.
|zr§
• CD C_
- DJ|1010|— r~ 3
3 * CD CL CD $ <
S«' w O
_ CD CD CO
en
3 63'
3 oT I"
N 3 OJ J
cr -
CD
.-; oj tu
is
co 2" "3 dj'« ro
Oj Cl
m > ro
X CD
CQ ^<
2: 3
CD to
SS ro 3
O 67
2 °-
O .
P. zr C a 3? £. o
i
tu <•
Cl C DJ_ CO
CD O O
cr
CD Cl
>
zx
ZT CD|1010|CO CD
O
c to"
CD CO
I"
ZJ
If 1<3
|&
a o
to fu" CD|1010|
00 CJ
I
X
0O to CTJ
„ 2.
to O
CD .
O
O _k
PT CO
-. CO
. Oi
00 -
CD —I
CO -
trt j»
S CD
S
3 c=
CO CD
o o
S co
_^ o'
Cn CO O 3
00
to
oo
I
k
00 CJ1 to
3 o CO
c - c
co co H S ™ o o S =
£ y -o
CD
t" S 2
O C_ QJ
cn 3 i3 < ii
CO CO qu
CO CO
co i
00
to
OO c
ft?
O CO
|1010|00
to
TJ H -»
CO zt > w
O Co to CO
3 „,
1: "_ CZ O CO 3. 3 CO <
-Oft!? a \ co' 2-?'
O CO CO -a
cn c
z 2
o z;
CO CO
ro oo »
O CO 3
£ C& CO So OJ ~" 3 . (Q _» to
^ CD
CJ CO ^
O cn t
, c3 2,
' > 2 g
3 - -T —
I "O CO
I ¦ OJ
r CO z)
» cn co
¦. cn
00
ro
3 -?'
00 CJ1 OJ
oo
cn co
cn c
S|910|CO -o
~?
^ o
ro|910|00 00
tn
CO H
o cz
O QJ
?r|910|Sc
N'|910|CD <|109|CD
<" St
co to
cfj S£ • co <3 r; co co jo
CD 1?
co > cn co ^ cn
OJ °o -fc
o _ m
o S
T o
OJ
Zl
ro ca
I 2
co -
o
1 I
<3 3- O
S CD-O § ^ CO CU
-(v CO -* zr S CD
ro co
OJ C£>
a S1 =
2 5
CB
" CD
_k fo to
oo
CO co
CO CO CD OI O
-» >
CO tn
00 CO
- C
oo|910|CO TJ
oo cr.
co W
W CD CO
CO
o c
o
CD
2 o
TJ CO CQ CD
>|1010|cr|1010|to
CD
ZJ" CD
O
3 CO
5" o. <
CL
c
OJ
tn TJ
3-01
01|1010|Cl zr CD —i
cn O 3 C_ CD
if
o
ZJ
CO ro'
<
ro
TJ 0) -I
w'
O O
O ZT ZJ
CD 01
-2
3 cr tu
= zf
TJ o
cr CD 3.
>
TJ DJ Z3
67 o'
ZJ
DJ 3 CL
C 3 3 0J|1010|CD CL
5'
Q. < CL
tz
OJ. to
>
< o K
2.
ro"
CO
TJ 0) -I
55'
o
3 CD
OJ|1010|CD
TJTJ O DJ
- 3 O
z, sr a
3 -jr* CQ 01 ° DJ 3 (Q
c§» 21 CD T"
O DJ O 3 >< V
0)
i-t-
CD
- • o o ro I—
3 «
I*
3 n CO DJ O 3
3 a
|ro
63 '2 3 o cdS.
>< 3 CD CQ
3. CO
ro s>
t- o
& 3
CD ci-io- <:
" ¦ CL
> tz
zf ~
3 f» DJ CD tn " •
pj t<
IJJ
63' tn
OJ CO
CO
to
00
00 OI
o
00
to
co tn oo
oo O
2 St
CD 17)
o =
00 CD
2 TJ
-^5o£
TJ LO o 00 -<
g 5 S. - R3 w
00 ro
go r* co o r- P"
o 3 S?
TJ 3
IS
O oo o o
0J OI
51 n>
to
o I tx !
00 jr
Sa
S o" ^ tz
ZZ 5- zr "I
o
o
CD O
o
o 00 to
0) O
to
(D S
CO -J
o
O CO
c_n
ro ,
"P NS £
CO CO N
to "' fi*
¦ >|910|in M
CO tO QQ
o. c u
O TJ >V
" T. I
-* 0> CD
12.
O CO
TJ OJ CO CD
O OJ
g 3
-* CO Z o>
O jj.
3 « ro 3 Cr
CD*
DJ 3 CL
OJ|1010|OJ
DJ ZJ CL
to c
3 ZJ DJ|1010|CD CL
5' g. <'
Cl CZ
SL cn
o o
3 O
o -i a
5"
TJ
id
55'
?3 01 cn cn CD ft
TJ
01 ZJ CL
c
ZJ ZJ OJ|1010|CD CL
5' Cl < Cl c DJ_
cn
OJ ZJ CL
ro cz
ZJ ZJ DJ|1010|CD Cl
5'
Q. <-Cl c
OJ. cn
g ft>
cr o
©
TJ
0)
55*
3"
CO S OJ pj
f *
67 ^
8}
CO CD
OJ
3.
CD
m
cn cn cu x
OJ
m <
OJ
zx
zj'
> 3
Q. DJ DJ PJ
§ 3 3 ti
(D (D Q)
2 5 5 C
c sr sr c>
7 £
3 CD
s .9-
ZJ c_ CD
ZJ ZJ CL
Tl ? 9> N § »
rS cn 5' ro
18
cd cn
cn zj
pj z dT 2:
o
_. §
TJ
CD CD CO O
£|
ro 5= •< OJ
21
| CD|109|w
W 3.
_ w
TJ DJ
W|109|°
Cl ><
DJ|910|DT 8
8 p. JT m
^ ro
I •< DJ
3 I
CD 3
«3
tj s m if 8
* > S3 r j a
ii3. 8
W «T S » 3
o|1010|CD 3 Q.
o osr
O CD
TJ CD
-i CD CL 3
-. o
O
i.
3 CO
5' Cl < Cl c
CO.
CO
CD o oj - •
?t7
CD O — ><
5? |
Cr O . . CO
v. ro > co zj - •
co
CD OJ
o
3 CD
CD
is
CD CO
CO CD|1010|zr O
CD
o
SL
Q.
I
TJ 01
55"
3"
s o
cn < 2! < ro 3
s*
Q.
CO o zr
DJ
CD
if
DJ r+
=?. ua
O Q, 3 CQ
ZJ »
o. a £ o
31
DJ 5T 3 $ S. SL
3' a. < o° c
CO.
cn
oo
CJl
co
oo oo
oo
00
00 CJl 00
z± D 8 » w CO
CD -4 o c
O to CD
|1010||1010|CD O
03 zt CJ
O CO oj
? §1
to
?? o? t? -H 3
co
OI fl) ?
Sro S
9 c §.
3 3 CO
cn < cu co ~ CD : CD
CO
o
: o
c» c W
SSf o
o (0 £;
m i Q
* |- CD
4? o
2 o
DJ TJ
o'
CD
TJ CD
O 01 C« TJ
TJ O
It?
TJ CD CD
o
CD
DJ 3
a
TJ DJ CQ CO
Zi 3 QJ C - . CO
o
CO CD
y. ¦ >|1010|a.
Jg CTJ
CO DJ cr (D
oj
S "tj dj n
3. CQ OJ OJ
- • •<
CD =
f§
if DJ
rn o 3 g.
- -°t
TJ TJ O o cn = DJ "< 3 - '
oj o
DJ ZT •5. 2
o tp rn cp
01
CD CO
" 2.
CQ ~ X CD
^ C =» CJ
DJ p
X CD 3
•2
= •< •< - • V 3
Hr
T I O
o
o
O " <-> oj
m M 3|109|3.«|109|CD
*< Pt
g TJ Sr °- «
Q.
ru co p.%
O CD S co
s
s -
CD
» £ a
TJ CD
TJ CD CO 01
I DJ 3 3 OJ 3"
> 3 3
CD DJ CO DJ|1010|3>
01
^ CO —. CO 3 •< DJ " -"1 CO 7s CD
03 - ¦ CD Z
CD
•< —
r-
CD
Z TJ t_ C rjj TJ CO CD o 2, oT 01
sit-"! a. o 3
co t- SJ ^ 5T 2 r- a" — j?-i-E cf ffig S
CD (D
ru o
N* S OJ O
"to"
CD
ICQ P.
DJ
r-|910|a °
^|910|CD *
TJ
CD CD
8^
OJ
3" 3
3 CD O tj.
If CD 3 O i> ".
.- — 3 - ' = CO
X Q §
s«
3 !? - • CQ'
C to —
O 3 3 3 3 g.
O
n
cl 03
DJ -
w cn
D OJ
<
CL
<' — Q.' 3" C
CQ CD
cTx
CD " • 3
§
P. dT
= DJ •<
iS oj-
1 £
rrcE'
S o 3
L7 I » ro
§1
2. zr
= f
O =!
5 co 3
O DJ O 3 O O ST
S 2 03 P. •§ «
>3- 51
" » J? a.10
y. tj o < a
i
o - • r-g ro ro
O 01 S. - • O CO
C ^ m
CD
S-'So
S 3 cr
oo
CJ N S
S o oi
-3 m 3-
_ DO - •
ro «t' £?
cr. m Co
q: y 3.
01 o CD
I CO CO OJ DJ DJ
ill DJ ¦< _-T
O 2. ro
3 CD t
5>- n -3
> 9 5 ^ S o fc:
' it 3
DJ OJ " -^ - ¦ TJ
CD P DJ 0J S ^ 3" OJ.
Sal'
PJ Q. DJ 1 ^ S g
3 =T. OJ* P TJ
Q. O _ _
o B
PT U ca 1 2 o-- <|1010|> f —i *
TJ
o. e; <--
X =?
- S 2- =; 3' <<
CQ —
3-< 2: ro
So"'
3 =: -. — SS.
TJ oi 03
Dl n'
o
ZT DJ -i CL
O O
cd 3. ro
C CD CO cr v< CD _.
3 ro H
TJ
<• P.
- ¦ DJ 3"
rn -• °
Li! 3 3
~ CO ^ O - . TJ
^ -X K
" ¦ 25°
o
CD
s S -3-
^ 3 CL *<
B i* m
DJ
DJ CO -i DJ
CP ?!
2jCQ cd CL 3
3 " ' CL
TJ "< &X
p." ei
oj CD - ¦
sF 2. ro ro (3 o o. ro co
2.
D cd Z
Dl_ ft DJ CO —
o § O
P. I S
c_ o 55-
2. co'
CO "2. =r 2. a> n
3 O
3 oT 3-oj ja CQ
CL t* » CD O
ro -j, —
TJ = »
2- s © 2" s. -i
as sl
"is
03 • • pj >
cT I!
=5 3 "cl, ?
¦ QJ
DJ 7:
3' CO
¦ o O ~° DJ
ZT
Dl 2
> £?
p- £
ZT O
C|910|O 3
S w
• CD C7>
as c? w
W 3 O
o o C
CJl
Si 3
CD
2 o
rj.
DJ|1010|CO
>
tz
CO
TJ
o c
CO
»-»•
(D TJ ZT CD 3
o
DJ <
CL TJ
o|1010|CD
TJ DJ to
CD
1 S CD DJ
3%
P. g
Oi
I S
CO ¦¦¦
p z
S co =: 2" *< =)' -' CO
I I-*
p.
y»' c
, TJ
CD
Sr: CO
3 3'
° ^
=r to
cd 3,
= 3-
- »
TJ
— o dj cr|109|s
s
DJ CO DJ
i <;
DJ =i 3 CO
3 2 ".
5" DJ
3 CD CD TJ - • ZT
oj P.
a c_
ZJ c
TO-5?' to' ~r
^ CD
.A
CO to'
C|910|CO - ¦
DJ O
P SL
^ CD
S» tzr
DJ - ¦
CO -r-
OJ - •
63' !d
Tl ft
o5
T< &
_|910|O DJ
< P.
ro ¦-
ro LT
- • CD
m e>|109|-|109|£
ro|910|5' g
ro o.
OJ
I Ti CD DJ ZJ ZJ
•3 sr
Co CL
cf «
DJ | 3 3'
i1! co
5'
DJ S-3 <'
¦ OJ
Si?
II
ro
CO CO CO c_ ><
c-
21
O 3 3
• n
DJ 2
3 3
CD - '
~ m
OJ 3 3 DJ 3"
00 OJ 00
m ti
OJ
ss
CD ' CD
CO
CD »<|1010|"<
—¦ > 1
CD 00 3 - .
v3 r-
DJ
DJ £
I OJ
DJ O|109|ZJ-|109|CD
CO —
li
-°! m I n'
OJ QJ
l LZ " ' CO O DJ >< 3 3 " '
3= S 53' S. > S
3 QJ
3 - ¦
CO TJ CD O
sr 2;
CD
3-
I : CD 3
-^COzj-
S cd 9»
OJ TJ B. J ZT - • CD CO
O H-S
DJ
^ O
H
ro > 5"3
^ <; > e.
3 CD
m ^
=r DJ
n' -g-o-P
¦ ¦ cr CD CD CD ZX
pj; - •
5T 5Ti K ro fi> K tn 3 P cd m
0-|9 10|5- CD 3
- ¦ CD OJ
cd 2 2 = io CL rjo ro zr
i*b
3 CD —
" • CD 9
0 i. 2.t3 3
3 » t
CO 03 2
3= S I •3 1
1- 3 >
52 co 2 0.0
3 " ' cn
"' w - •
O oj CO
3-ml
?. 3
N -CD i TT -
5i
CD CD J . DJ
00 00 00
5; co - ¦
tj|99|tj
o|1010|O CD OJ
OJ
> CL
cd J _
5= i. to
ro -°! o.
ZJ" CD
c o 6T S
CO =.
s si.
-5 1 co
c_ <
DJ cl|109|C
CD QJ_
CO «
9> co
p- 3 3 ?
CD —
0 CD
DJ CD ><§
to ro 2, 2 ro £
oj ¦<
? CD
00 OJ 00
ro E. 3 - ¦
S m oj 3
^= DJ 3 CZ CD.
O CD O -i
to
CD
CD •<
CD
O
zr 3
I
CO 3 CO
o|1010|I CD 3
¦3
U. DJ
S 3.
5 tj z
=K CD CD
3> ir
O > cd cr
ro
CO' pf
I-
O. o
7 3
O CO 3, CO 3. " •
O - • •< _i 3
tTj ^ rr T" -~!
<
CD O
zr
^ > 3
3. tzr O. CD cr -j-
S 3 3
as if
?&ro -1 - ¦ o
rJOJ
CMS -> CT -1 O 3 CD
2:4? 3
o- m|1010|S 9
DJ DJ 3 CL 3"
tn' I CD
Li! - ¦ < zr zr
LU (3* 2 S
3 2"- n'
ZJ CO DJ
ZT O
m ro
to
= c? w.
s' > 3
3 3 -M
- 3 co ? to 3
OJ zj
TJ
0' Cl
Ii
> 3
CD " • X DJ 3 Cl CD
o S
»< 3 3 "
3 2:
SI
O CD"
3 m
DJ|1010|2, o.
dj zr|109|CD
Cl -1
ZT to'
3 o. co
a 3-0
.8 s!
TJ § J»
DJ|99|m|1099|CD
Q. OJ (D
DJ|99|P.
= ro _
n 1
m _ oj
zj 3 c
CD ST DJ
— 3 " '
2 - 00
->g DJ CZ - -
3.15? ^--^
0.
rt 0
2 ?! o
2? o yog
O Mcl
M 5'
No
' ' - ¦ "CJ
-» H t»
00 c Zl.
CJ rr cn
00 S =r
5 * s
; C O 3 <• CO ™ Si
-1 CO <2. CD •? 00
J o
co ;
03|1010|
go o
3 o
tn a
o
ZL
zi O 00 o
5 =r
CO ?s
TJ zH
P
i-L Co
CO ^
Q} O
CO "*J
a> 2: LTJ co
l"s
o
o
z ^
- CO _i co CO 10
cp rn
CD cfl'
o =-
o s
O
' <_ Zl
1 ' CO
> 7^ m ¦ co
' TD CD
: l tu
1 o ; 00 a
TJ 01 CQ CD
CD •<
H O|1010|CO CO
O O
9L
Dl
zr
01|1010|01 ZJ CL
01 3 CL
TJ_ DJ 3
sr £».
o'|1010|01 3 Q.
CD CO
OTi
0) Dl|1010|°'
o
g
3 CO
3' o. <'
CL CZ
pj
CO
ZJ ZJ CD
c
3 3 DJ|1010|CD
CL
ZT CD
CD
is s
o
m|
ZJ
Cl
if
to ^
o
ZT ZJ
8 cT
CD 01
o
p. tn
ZT
o 3
CO CO
o
Co <
|
to' 3
m 3
S O ro
CD —
CO to
D Z
qi_ oi
D>' o
00 OI
O to
00 CTJ
O
zt m -z m
CJl
O CD cn CD
CO 01 CD tl) ¦B* Crt Crt ui ^ cn ^ CO
O O
O CD
73 O
73
o
01
_l ID
CD TJ
co a
TJ O CJl
7< O
CO c|10910|o. cr
DJ DJ
|1010|0J 3 CL
Z Ti
DJ 01 O S
o g' 01
=: 0J CD 3
ZT C CD
CD 3" •< =
• o
q to S a
• 2-
ZT. <
£ [—
c_ tz o
»' 3
P.
CO - ¦ CD _J
.<". 3
II
OJ 01
3 P
y oi
I 3 «< ~ ¦ ¦• o
CD
to'
00 OJ 00 t
00
cn -t m
CO 0) CO CO
CO >~
3 OJ 00 01
w%
sS
o c zj, co co cd
S -o
CD B>
& 2
TJ (Q • tu
-» CO CD
" CD
2°
CJl ^
3 «-"i -a
CO
01|1010|CD CO
o
c
CD
CD CQ 5= CD*
OJ
¦a
TJ o cr
O
CD 3.
Ti Z
OJ DJ 3 3|1010|- ¦ o CO 5 CD 5' CZ tQ OJ — 3 2 Cl 9r. 3" <• ^tt
-h co CD • •
TJ tJJ to OJ O TJ
zr cr.
CD CO
i3
3 Cl
s ^ §' >|1010|CO oj
3 3 Q. cQ
ZT P-
ro o
o c ~ ~~* o
I
3 CO
5' o. <¦
CL
c
pj
I
DJ ft
c_ O
ZT ZJ
CO
CO co'
II x LL
N* S to
< CD DJ 3 Q. ZT CD -i
C 3 3 DJ|1010|CD CL
O
zr
8 z S I
CL QJ ZT 3 CO' t_
1:
5P-0!
S TJ
g 8
M DJ.
? -"!'
CO
w
00
CD 3
-i O
00 •
OJ ->¦
O 00
CO
cn o o
CJl
cn o
i m u
CD
¦ 2.
' O . ZJ
73 O
^ CO - CD O TJ S oi
£ co
3- CD
£ oj
CD § 0J 7?
DO CD DJ.
TJ O CT CD 3,
3" CD
O
i
3 CQ
5'
Q.
<'
CL CZ CO. CO
z:
c
2 ¦<
CO|1010|Q.
co'
i1!
O ro.
DJ|1010|CD
3" R
00 OI
cn
Q)
cn cn
^|109|DJ
~j 01
^ o
73
TJ O CD 2.
CD o 3
mTJ DJ — •< 01 O 3
P QJ
^ 5' § 3|1010|O °-
QJ
r> —J 3- CD
11
Z 3' Q) CO
3 3 8 a
cn <. CD cl
"" c CO Dl
3 5f to
^6
». cd
Dl' Pr
o 2
C CL
tn'
O TJ g
CD. O. 0J
ro to •< g-
3 <-3
|lp
O b
O 3 Q CQ
oi 2- o P. i» w
osS
0J DJ »< 3 •< " '
3 2 -I
CD CD O — [ZJ; 3 =, CD *<
O CO CD CO
CD CZ
ZJ o|1010|Hi S >
3 CO -
°- r- ? ro ?
(D O
a c
DJ
si
5' =»
_ „ O
IcT 2; cF
CD
TJ E> DJ CO C - • -~ r-c_ fB
co
Tj _
O CD
3 •
CD Q.
CO CD
TJ " ¦
CD
o -9 to cz cd ro tj r>. c_ o zr|1010|00 OJ 00
QJ -» H
O 00 c
° ~ oT
m 3
0} CO
C_ O CD
CJl
o ro
O
_j. cn
S CD
01
3 o
"J
§ 5° OJ o c
CO CD
CD
as
C/) u
zr c
O 0°
-1 o
to o
oi
co 2*
» o
^ DJ 01 3 3. CL
P. DJ
73 cl H -*
!•
TJ S. ZT 3 5)' to
C DJ
DJ O 7T
CO
CD TJ
zr
CD 3
O TT
O
zr CD CO
cz
TJ
O zr QJ -i
CD CO
00 OJ
-si
I
co
00
CO H o EL
O ro
Si?
" Si o
CD " CD Q
n TJ o co oi ?r
^ CD CJl g
m
id
0>
DO a)
i-c.
o|1010|?D O c
to o
D
fl)
55"
ZT
o s
ZJ
CD.
|1010|o
a>
CO 0) CQ CD
a O
o »
r+ CD -1
0)
O
DJ CD
tn
tn o c
-1
o
CD
TJ 01 CQ CD
ro o
0) CD
Jl CO
z§ 9>
fl)' Q>
3 3
fl) ZT.
m =r
5i CD
O -h|109|O
8> p)
CO O
CD ZT
<. DJ
— 3_
CO o
CD
CD 9 CD 5. 3 3
- - CQ
CO
Qj*' 3* < 9:
a <
CD Q.
G> CD O
c3 CD
- ¦ Q.
X c
a> M|109|co
3 • ¦ OJ >
zt cr
CO
f.3
Dl O
Tl
i
CD
z
CD C Q.
§ a
3 3
cd q -r. cd
Q_ 3
3 3 -3- o
CD £> o 3-
- CD
rn 2?
rT ZJ 0) - .
z Q
CO
DO
CT O
01 3 3 CD tt
7<
CD 3
c_
DJ|1010|CD CO
c|1010|3 CD|1010|CD tt
5' Q.
<'
a! c SL co
«s
Xo?
si
3 Q-
2?5
g. CD
o I
CJ o
» s|10109|IO
Q. =•
~\|910|CD tt|109|<
V tt
c|109|oj.
•< co
g'm
DJ|910|3- DJ
O|910|S=P CZ
" CO
S §
CD " •
T= Tj
51
CD
CO - •
"S 3. OJ tt
CD CD
Si 07
CD 3
z
CD
01
<3
01 3 tt
zr
CD
tt TJ OJ o
D-l
CD CD =: >< OJ - •
S3
U X 01
S3
JJ •< 3 3
pc
CO
TJ DJ 3
tf
err. o|1010|DJ 3 tt
C 3 3 Dl|1010|CD tt
3-O. <" tt C pJ_ CO
O o
CO
zr
CD
o
CD O
cB
CD
TJ DJ 3
tf CT. O 3 01 3 tt C 3 3 Dl|1010|CD tt
5'
Q. < Cl c W CO
m
CO
o
fl)
TJ fl)
to'
of
CV) OJ
3 c
CD
TJ DJ 3
§: O 3
DJ 3 tt
M
00
c
3 3 DJ|1010|CD tt
3' tt <
CL C
SL to
CO
o c
CZL
tt
CD
CD
TJ
DJ 3
tf
cr. o
3 01 3 tt
C 3 3 OJ|1010|CD tt
3'
Q. <" tt CZ OJ
° <
°|910|OJ|910|SL CD
TJ X CD OJ tQ 3 tO 3 DJ
zr
D
CD I-=r. c
»? ^
z?"T,
P. £ m to
CO - •
zf CO
CD OJ
CD -i
C_ TJ ^
ro S O > S,^
3 £-(Q
S- 3 W
3 tt
ro 3
O o
CD
<«+ (D
D)
3 °- 3" — a.
a
DJ
_zr
>
3 3
>
Cl M
5'
CD
TJ OJ
c 5'
¦ CD 01 3 Cl
3" CD -i
O
zr
1. So >5.
3 -i 3 !*• 3 DJ
tt <' tt C
Pi CO
I
Dl' _3
o
DJ
o
3 O.
o
01 3,|1010|CD CD 3
CD
TJ CD
m ¦
CD
tg
Cr CD*
N' CD -
w g co
Tj5?|
i=o-_, 8 &
CO CO
£ 00 CJl O)
-H-m
00 c CO CO
55 57 co co
o> ^ co -*
3 is|99|O
ro ^ J> 0)
o 5" ro 3 oo g - cn 2.
a. o e;
cr. CD ^
N „ O
• CO j|109|O (Q
CO O oj
rn ^cp
S.- * !»->
CD CO TJ
cn s;'
CJl
O O
00 CO
oo
00 Q)
CO to
Oo —
o OJ
-si DJ
ITS o|1010|oo to
zi f
00 oj CO —
s o
So
3.
ca
CO
ca
CD
CD
00
o
I
II
S 3 ro •? -i • - • O
00 OI CO
2 -» m
° £8
(Q S «
to o O
o a §
co oo 2.
§ S TJ £ n CO
o 3-
CD CD
O DJ
O Co
00 ^ S S DJ CD
CD CD
O 3 jr
c??
*|910|OJ C
11 »
Oo [D y w x
(Jl O O CO _
O O M O 03|109|z H "P
O O - J> (D
^ CO 3 ^ y
OO
CO CO C CO|109|g c
° Si
*¦ » Q
~ CO
a co
00 OJ
— II
oo m
co in
-J
O CD
Zj OJ
f3 O
O)|910|70
00
cn
00
cn o
H cd — m
c o CO 0) jJJ- o CJl CO
ST
TJ" CP CD
o § S>
• "S O
O)|910|LI 'J. ^ 00 t? O
O
z! oTcq
O CD _
ro _ TJ ^ C co
rj-c?
5-p
» D?
tn DJ i CD
-t in
00
m
CO
cn co
co
to C
w OJ —
cji co O oo -» j;
CD
ro OJ
zc o
Jv 3
P c?
" . TJ 0)
oo =! Szr
is
o o g zt ca cu co
CD CD O O TT
3J
TJ DJ CO CD
DO
3 tt
CD|1010|CL
3"
CD O|1010|X
DJ -i 3.
tn o|1010|to o
Zi 0)
a
OJ 3
OJ
01 3 tt DJ 3 Q. *-»¦
zr to
DJ 3 CL
OJ 3 CL
zr
CD 3)
o
zr %
DJ S OJ 3 =2 3 CL .— CL
DJ <- OJ
3 S 3 Q. CD CL
i
T 2J CD DJ CD 3- S»
o ^ o
3 CO
5'
CL. <' CL
c pj tf)
CO
3' o|1010|CO DJ CL •<
o
3 CL <
Cl cz as.
co
3 3 to CO
3 tt <' CL
C
S3, to
O 3"
>
3 3
O
cd
tn tu
DJ
p CO
3" o|1010|a>
3" O
3 tu to
TJ ZT CD cr
P.
m 3
CD
o
3" 3
5'
CD
=
CD 3
CD (0
00 CO
00
to
00
CD -<
oa
OJ -vl
OO OJ
I
CO
. hi
CD Q]
01
m
zz rn
00 0) w CO
CO
co -» m •_i co to
Z Cj CO
» zj
~sl rn —I ' -vl
S Tl g i Tl i
o o ro 5i
H J? CU
CD SP_ g o "L
io fi' "'
"0 cu zi.
CD
l f
3 . cS
S o
CO oj" 3 01
CD ^~
co m
CD CO O
m
Tl
ro o'
55'|1010|ft)
TJ
ft) -i
W 3"
-< DJ
a-
o
3 c to
ZT
C0 <-f
CD
TJ
3"
CD|1010|CO CD
CZ 3 3 DJ|1010|CD O.
5' a.
<' CL C CM to
00
OJ 00 I
—X
00 CO CO
Co 00
CD
C
\%
Co CO
CD 00|10 9|o
co ro
o o
CD -J
0 z °r P
CO CD
CD
55
3" CD
CD DJ O O 3|1010|DJ
cTJS q dj*
CD 3" zt. - ¦
CD -^ CO
°£
Dl >
3 W a P. P. > £3
CD - ¦
° CO CO O
p. J S 5'
P, "S
P. S|1010|CD to
3-5-
c_ 9-
8 »
TT CO
?co
m 2. o o
Jfi
O-D-
|l
O PJ
BJ
s m
CL =
01 !?>
c_ - •
DJ g
P. §
r- »'
e.o
= tr
CD -•
3.3.
~ = i
DJ >.
CD
pj rj) CD
—|910|— O 3 •< CD CL
01 z DJ
11
ro
Cl
- • m
COS DJ DJ
P.
00
Co
o g1
CO CO|109|O
~j 01
CJl ii
CD CD
CD to O O
0)|1010|CD CO
CD
> 3=
CD CD
* 3"
If
a to
TJ 3 CD 9-. CD <.
n o.
§ a.
Q. CO
^2
CD 01
P.
CO CD 3
01|1010|(D to
c|101010|CD
01
m
to
ZT CD
CD. to O 3
00 CO 00
~ rn
CD CO CO co 00 —
0 o
CO 0)
SI
01
TJ O O
TJ
O
cr
CD 3,
cz
3 3 DJ|1010|CD CL
5'
Cl < Cl cz SL to
00
^1
O (D
2i-
CD CO 3
g X
Sr ro
S-l |z 3" S>
U
pj -g
o. 5 3
zr o o CD
° Li
ZT CD
Dl
>3
OJ 3 3 CD
N ^<
O DJ
|
3-CD
c. ><
DJ 3 3
Z 3"
oj ro
la
OJ zza zr
dj|910|91
C*|910|if g
Dl CD
3. a
01 S*
• CO
C_ CD
Di -<
3
ra -j
¦ CD
S; cd
"5? 03
P. r~
3' DJ 01 3
Bl °-3 zr
CL CD
O CL
$ 3- S
CD CD q
co ^ ii
dj 3 < to CD
a 3 °; c_ a o o <. o
=T cx =
3. CZ (M Or? 5
= co 2L
CD M 3 — o CO|1010|o go
TJ CD
3. CD
3 °
- • CD
co -•
3" CD CD -I 3
1 >
ro cl 5§
I2
& .5;
S cd <-
DJ — O 3. -~ TJ 'ZT DJ -e, CD 3
8 3 3 8
3 CT - ¦ 3
«{? .-ii
i oT 0- 3 cl =1 jT co
O § q o
CD CD 3
"2. I ° -5T
?. (D tQ =
3 zj ro 01 ro -g a a
DJ ZT O - • 3 CD 3 tt 3 " ¦
CO DJ
tn
CO
CO
co
00
oV w
CD — in q Co rj] — -
^ S? ** ZoOC
P |5 O ro cn 9- CD
Zt H T
00 C DJ O (D -
Sic?
v? CD CD
CD
2 o
TJ DJ CQ CD
ro ro
Z
TJ O 3,
TJ O
tr
CD
3,
X TJ
— CD
co 3.
<3 •?
ro zrj
a g
o
CD »
i
CD oj
I-CQ 0) CD 3
sr o-
O 3" DJ CD
a?
CO
o zr
E% o o
3 o
CL |j
O 3-CQ
m-
3 CL
¦< §!
Q. C
DJ <
Q c"
a- 0)
sj co
2L u
X
D>|1010|TJ O 3
CO
- • CD
CO TJ
|- < to c
¦< 3" p- CD|1010|OJ - ¦ " CD CD 3
m
m
co
1- I
CO CD o o
DJ 3 CD O
zr 5 o
3 CL
3 O
3" 01 ~i
CD
OJ
c
en
r-o
CD
03 C
tu
3 Cl
01 3 Q.
r—*-
zr
CD
3 CQ
5'
Q. < Cl cz
co
G CO
c
,CD
'X
DJ 3 3 OJ 3-
10
to DJ
CO 3"
o O o
0J|1010|3 CO. Q.
DJ 3 Cl
DJ 3 CL r-y
zr
CD
O 3" 3
01 3
Cl oj
3 CL
I.
3 CQ
5'
Q. <
Cl CZ DJ
ZT CD
|
O
3 CL <' CL C CO CO
J
CO
X
01|1010|TJ *-*¦
O|1010|O
SZ
DJ =)• 3" DJ
co'
CD
DJ
TJ CD CQ CQ ><
m 3
x
CD to
r-*-
CD
O CD
CD
a> co
DJ
3 c
DJ|1010|CD CO
CD
DJ 3 CL DJ 3
§S 01 3"
§¦¦ z
?. o
g_ cq CD -• sr 3
it
m tr — ?! ?!
CD •<
1 O
CD
o tS
o
3-01 —>
CD co
O CD
CJ
O 3" 3
TJ CO. TJ ZT
jj ¦<
3 3
C_
o
zr|1010|0J 3
o.
DJ 3 CL
Ef
CD
O
Z 5T
DJ 3
3= °-oi oi
3 3 CL
3 CQ
5'
Cl <'
CL
CZ
SL
CO
O g. 3 CQ
3-CL <' Cl C DJ.
O CD
CD CD 3
?!
r-o c to'
^ 5T
DJ DJ O
DJ O
<;
3 3 "<
O 7*:
pj
DJ
DJ -5
TJ O > 3 3 ><
o o c
CQ
zr
CD
Q
CD
o
CQ CD
OJ 3 Cl
01 3
a.
Sf
CD
i
|1010|Cl <¦
Cl
CZ
£L to
I
CD 3
«3
oi
3. 01
DJ 3 CL
CO O 3
c?
cr
CO
o
p|1010|DJ
O
CD
O ZT 3
01 3 Cl
DJ 3 CL t-f
zr CD
i
3 Q. < Cl cz pj.
?! Z
DJ
O
Q.
oj
0) [Tj
n'
DJ
O CO
TJ CD
o
CD
CD CD
DJ 3 CL
OJ 3 CL
ZT CD
O 3" 3
cz
3 3 DJ|1010|CD
a.
O
o 3-|1010|X DJ
co DJ DJ O
m
Cl
3 tz
3 Q.
o. <¦ Cl cz pj. co
O
o o
y
DJ
c_ O ZT
OJ|109|j 3
D. 3 CL
DJ "51 OJ
353
CL - . CL
r-*- -n
ZT £ ZT
CD 2. CD
v< -Ji
— ^ —|10 9|5 5"
S. P. i.
3 3
ta <", to
— cu —
< > <
Cl 3 Q.
c p. cz
w OJ . CO
'" ?! cr ?!
CO 3 O
DJ 3 Cl
ZT
in
~ cT
C 3 CD CO CO Q] 0J 3
QJ 3 CL
ZT CD -1
I
Dl'
3 O
CD
OJ|1010|CD
X CD 3
•2
co oT
O
S
DJ
O ZT
O
CD 3, CD
> cr CD
3,
Q
f S
CL Q)
5 ca
CD CD
s 2.
eg W
3' »
a-. 3
a c pj.
CO
X
01
51
>
CT -i DJ 3" DJ|1010|DJ 3. 01
TJ O
pi
O tu
o
CD
00 00 -fv CO
oj ~g
oa co
00 co ^1
00
CJ
00
00 to
00
CO
00
00 OJ
00 OJ
00 CO 00
00 •
CO
00
00'
cn
to
00
OJ
00
00
CO 00|1010|o
CL DJ
OJ DJ 00 CT CD CJ)
m
03 01 A Cl OJ -*
3 -ti
M 2.
a Ti
(O co nJ o'
TJ 0)
ZJ.
zt rn
Co 01 CO to
"2 Ti
3>
S o'
zt m
CO oj CO CO
m
OO Qi CO 00
ro 5'
CQ fD —* CD.
01
¦0
o
53'
zt m
CO m
CO 10
-v -*
M !5. cn
rv3 o ^
00 oj' ^1
O0 ru CO CO
m
— 01 CO CO
3 I<
co *-* co "2 -n
O —
3 o' ro 5'|1010|01
TJ 01 3.
CO
Co Ql
2? "S oi CD
cn
S o
3.
o
3.
o 3.
o C&1
S o
CD CO O
CO
o
o
0J o o
CD CO
DO o
CD OJ
o
CO ca'
TJ >
DJ 3 CL CD N
o 3
CO 3 CD
3 o
3 Q. '
CD 9.
3 51 3 CD
DJ 3 Cc
CD >
0)|910|TJ|910|!3: QJ
CD 9-
CD -N C_
CD OJ 3
cr ©
TJ
ft) *i
»" 3"
DJ -1 cr 0
3 cz
CQ 3-
co
CD < CD 3
a.
CD 3
CO
CD TJ 3-CD 3
CO DJ C 3 CL CD
DJ *< CD -3 CD
TJ O O ?TJ o
CT CD
3,
TJ
c_ o
ZT ZJ
TJ
CD a. a. p
O
CD O
c3
CD
TJ CD
o
co < 5!
O
CD
C TJ 5 OJ
3 g. 2. §
3- »
it o-
rr
CD
o' a.
CD |
O 5'
OJ 5" 5' 9-.
CD <
>&
0>
S> co-
re o
CO ±9
ZJ OJ CD 3.
sS
= CD * CO
CQ ZJ CD OJ
3g
Q. ZT CD
00 OJ -vl I
CO » ?
u u 2 ?0 -j 3
00 cn
2SU 01 CO
O O w o o ¥
C \j, 00
ZJ ZJ
I < <
1 CO CO
z »
o
o
ft ™
2 2
-r <
zt CD
o
^ ^ ZJ
T* CO OJ OJ < OO zj ZJ ZJ CD
S S
CD 00 o
o o io
gco§ ZT3 XI
DJ TJ
CO eJ:
DJ 3 CL
D?^
3. CD
CO|910|CO ZT.
CD|910|<; >
a 3-
o 2.
=i'|910|CD CD
¦e c_
CD
"2. g
dT <-+
cT. CQ
o oj
3" CD
CQ Q. Q-
5 o
CD O
I 3 CQ
5'
Q. <'
o! c w
CO
g 5=
- 5. ? ci SL 3'
Q. <'
oJ c to
CD DJ 3
CO
^ »
ID TJ
3 cr. n co
CD
cd n
DJ 3 Q_
ZT CD -1
O 3"
CO -1
sr DJ
P|910|p, Q.
5. co
OJ - •
i °
2. E|1010|> O. O TJ
O CD
~ CD
ff|910|3 Q.
00
OJ OJ I
00
OJ
CL " '
8 w
V1 CD
01
Co CO TJ
Oi
o c
-1
O CD
OJ
"C-5 rt zt 5
~* CO -J =3
co O _l CO
co z* 3 "o
2 CO CO
5 2? I
cn ~s M "
S Co O
f» CD o
K3 - ZJ
CO CO
tu ii CO CO U
o> 5J 0 cn 3
O ! O :
o
o
™ S CD
co r? o
ZJ _— o
g < •
« $5)
5; s 3
CD —. CL
Z 3 CO
op. g.
a Q. c?
rt W —
ZT - ¦ O
cd. tj 5
- q i-
9- S cq
DJ CD
C " ' 3
id m a|109|3 <
Q. =-
CD I q.
> 3 3
5 O OJ
£ TT O
3 " • TT
3 T " -
™ CD TJ
o 3
CD
OP.
s' o
CD =: ."! <
rr, CD
cd .-1
3, CD CT oj CD "
n cr
oS
dTlT
3. 3 CD CL 0) DJ
c^ S
3 I
~3- °-
qj
CO - ¦
00 CO 00 1
00
o
Pig1 v £ a -33
o> co 0 S» 3 o
_k CJ> 01' CO * ' 3
j> rn u
01 _
=i co T>
_k oj
to T| 3.
CD "
o' • 65' S 3 o f» 3,
5 -m
eg?
CD
CO CO
00 CO OJ
00
OJ 00 I
_k
00
J>
CO
cn ~ rn
00 oj
« g1
CO co
00 —
CO ft).
co S
CO JL
N> qj' O oi'
CO - '|9910|> m to oj
y S -0 tj
CO Tl
ro co
0J
CO s QJ
o
3.
TJ <°
CD
CD
S 0
o ^" CO
co
on
00
to
a lv
CO co
—J **
O Tl
CO f0_|109|n'
-J OJ
00 CO
00 to CO CO
NJ O
CD
CD
DJ 3 CL
Dl 3 CL #-»¦ ZT CD
|1010|ca 5'
Q. <' Cl cz
0J_ co
DJ 3
P.
TJ DJ 3 3 DJ
rr
> 3 3
c:
CD
00
co 00
00 nj
CO to
CO r*
S J
CO cp_
CD
CD
ciO
Cl ju 1} CQ CD ?8|1010|CQ
5' Q. < CL CZ OJ CO
CO O
tr
o
JD
Tl DJ 3 3
;<
I 01
>|1010|a. 3
tn
it 01
co to O
y " s o 2. 1
o tu CD|1010|DJ
TJ 0J
If
o3
(D r* co _ O I cr cd
* i
fl)
tzf.
01
ZT
i
CO
3' o.
<'
CL
c
CO
to
CTJ
to'
CD
o jx
D
01
3 n.
co o
TJ 3"
0>"
'i
¦oo CO co
S if
o
o
tj o
C 01
"§•3
TJ o
CT CD 7X
TJ. 01 3 CD
o|1010|01 3 CL
c
3 3 0J|1010|2.
3° Q. <" CL C
SL
CO
oo cn
3 to
|1010|co
oo
CO|1010|DJ
93 rr co
c_ 01 -i
CO
¦S og.
3" * CD
CO §Pf
DJ cr
DJ
c <
CD
O " -
- 2?
0) CD
Si" CD
ZT CL
CO
c
CO 01
CD TJ
CL
3 TJ
q. Ti g>
CO CD 3 O
I—*- —I
DJ CO =¦ CD
o Ti
(_ O DJ =1
a. o'
- 3
o c to' 01
TJ tz to
? > SL
io =T 15 =
S P 3
S 3 DJ C_ 3. 3 DJ CQ
- o zr
DJ >7 ~
CD
3 CL <
oj c SL
CO
CO CD
3 S cr 5. g S>
%. 3
zS. CD CL "<
"cl £ co o
s-i?
= J! io"
¦6' 3 - ¦ CD (O
C_ •< 10
W _, fj"
o
5. rn -e
- Rj" Z.
TJ OJ
TJ Dl 2 CD g" <
sr a ?
-1 =[ 0J "> TJ 3
O CD
Dl
3 CL
zr
CD
¦if o o. ^ it J
CO
DJ m 3
3 CO
O. _.
zr 5 3
a 3 a
CD
O
zr
CD nj O
< Cl
3 3 01|1010|SL co
CD
00 00
CL
00
00 I
00
01
j> CO c
~J * m
CO
Z CO H O O c
O nj
*¦ ^ C
CO o S cn
-j 5 - H "
CD C C
CO _ CD
a?
CD O
W ST P
1 ES c 3. -» =1
; - S *
> CD ^
!?|.!
1 i? R ' Q
CO 3
CD C
CD CO
O CD
-|910|3' => N 2}. CO CD ¦ CD ^
Q ZJ CO
3 JT 0>
? O » 3
s a> cd
DJ SZ 0J
3. ?.|910|CD = O
en m 3"
CO QJ
>5 Z
< CD CL
9 tj ;
o
D) 3 Q.
CO CD CD TJ
zr
m QTi
Cl c DJ 3=3
O DJ ST 3 3a
- P. °
=
CO CD
a o zr 3 01 CD CD - • zt>
>|1010|" s =
CD
¦ ca
O|910|TT CL
— CD ZS'
DJ ¦< -•
0'
« ti
tj 3
- 3
O
o So"
5" f.
Q. tz = tj 2 oi o
P. CO _ 01
1? 3
N V
oj £• cr co
CD CQ r—f- r-.
I
CD 3 3
3" & CD
—\ O|1010|o S
CD = ¦' Dl'|1010|
00
OJ
00 01 -J
cn —» rn —I - 00? z « o « o 5j S
oj cr 3 <» 01 3
CO P CD
Zj CJl TJ 3 CO CO •< O ^1 3. ~
§ 3- ?
" S O « Nj O JJ.
3 =
§1 g
« g N
OS™|10 9|M
< CJ 00 CO § 01 >< 2. 3
01 ^
^ - ro
0 s? o
Di Dl <
=r tj
o £D cr CO CD • 3. DJ 3
a
TJ 0) IO CD
ro
tn
> 3 CL CD —i CO
o|1010|
C
o «<
CO 3 CL
01|1010|CD CO
01 3 CL
c
3 3 DJ|1010|CD Cl
$8
CD =i 3
p. 3
s 2. o
3" C
DJ|910|CD 3 3, CD „M. CL
TJ " 01 g
a CO
ii
S CD
'?!
PJ CO
• i & ¦ •< •<
o e>
3" 3 OJ CL
3 3 cr ^
CD CD
—i rn
CO
- • C
11
D
CO CO TJ TJ
TJ
CD CO CO
*< ><
Se
Cl
-n a
" CD
3 fD
CO 01 CD 3. CD ft
DJ
CD
CL j |&
Dl 3.
3 tJ
3" |
s.«»' I
CD 3
-2
TJ_
CD
co tn tn'
to 3 g co'
tj OTi
3" DJ 01
Dl
8 fa.
CT r-CD
0) 3
O 3
DJ
>2 I Q.
> = Er
i cu »
CO co = c *< o
N - • < CD C_ S. !* O 3 CD 3" CO
> 9: 3 <
CD <
o
CD CD
Tl
i§
DJ 3
3 z< S ?
CD - •
i. o|1010|<-3
§5
3; to
CD S CO CO CD
«< qj - ' 3. O > CD 3 3 CO - •
_ 5 CQ O CL Q. CD. g CD.
oT cu 5'
f i
3' DJ* CD CD
3 o
> O" co O o|1010|
CD 01 CO CD 3|1010|01
¦5
DJ 3 CL ZT CD
CD 3 c_ O
CO CD TJ ZT
Z3 CD Dl 3
CL
DJ 3, ZT 01
D
c
O
CD O
c3
CD 01 3 CL
> 3 3
zf
CD
C
H CO TJ
q
CD CO
CD
TJ CO
DJ C
i a
" o|109|N
iff »
TJ S>
co *< CD
S. P.
01 3 CL
zr
CD
§' s
3 ^2
ZT CO CD M
CD
a .
3" K
Dl CZ|109|0J_
CL CO
CD CD
cr Dl 3 7K O
OJ 3 CL ZT CD
CD co'
CO
co' cn tj' tj
TJ <
CD
i.
ZT
CO —
-». DJ
Cl CL S
<— 5'
01 o 3 -l CD " '
o
o
Cl
CL
DJ|1010|
TJ DJ 3
sr
o'|1010|O 3
TJ DJ «< O
c
DJ J3 C CD|1010|3-
CD CO
DJ 3 CL
CO
to c
3 3 DJ|1010|CD Cl
zj'
Q.
<¦ Cl c SL co
O
25"
Z3
tn o
O zr DJ —CD CO
§¦ 3
^ CD Tj3
cd =r co 3
CO
DJ 3 CL
01 3 Cl
zr CD
O
g. 3
CO
3' 9. <
CL
c SL
CO
CD
§.
CO
01 3, ZT DJ
?J DO O 3 CD CD
°- ,3 cr TJ DJ'
Hi-§
cr ' co
0 c|1010|O 3.
0' 3
OJ oj
—^ r—»¦
cz o'
3 3
I3
CD CL ,
01 TJ
CO DJ >< 3 g
&S
pj_ cr co oj 3 o. to OJ
cz
3 3 01|1010|CD CL
5' CL <
Cl tz SL w
DJ 3 CL
DJ 3
o
CD|1010|Q
DJ 3 CL
o
01 —»
CL CD 3 3 CD
T>_ DJ 3
r-f
M
5' 3 01 3 CL
C 3 3 03|1010|CD CL
5"
Q_ <' CL C
SL co
o o
CO <
x o|1010|o
cl " O
ss:i
"I o «2
TJ < 0J C I"3
= cq CD
3 _. a
CD 3 ~" DJ & O
3 < o
CL 5! ¦=
zr cz c»
CD SL rt-
co CD
o ¦ • -1
Z c_ »
~
CD 3 3 " • <_ TJ
£ o'
§" DJ
CD " ¦ C_
> S 3 JD
2. n|10
o
3 o •< co
V, CD
co^Sj
SL o. zr 3-
O
zr
dj ?S,
oo w
00
oo Oi
00 OJ
I
00 O
00 OJ OI
oo to cn i
00 OJ OJ
00
OJ 00 I
00
ro
00
cn to
00
OJ
« M
cn
00 n?
Cd 3.
oo co
S F
CO
. CD
«°
73 (B
<">|109|S
a o3
° I?
?|910|5 <
-* cd
CO ¦<
->J (fl
CO
_» o
CJl
3?
CO M
=" ^ ;~ ai c
*8
. CD O
CO 00 00 fi
* J> co 2
O Q ^
O 3 O =: 00 CD CO CD
K5 Kj 3 "0
O0 CO CO co
CO o »' r* o -J
Lr < o
5 CD O
2* S 1
=. CO o in O ID
c?H§ O 13 *¦ ¦ 3J -» o>-oo ro tj
p CD
c
or CD 2
J>. =! 2
o
N3 TJ _k K5
co _ ro
OJ cr -||109|co «.
§ If?
O CD O
^ D? ~
3.
CO CO
CD
oo
2 -
CO £ c
00 CD «
ja co S
M CO|91099|=
A CJl to
Nj|99|TJ
M CD U
C o
<3 CD
3 o
OJ
01
zi 3
O CD
o
O 0 ~
—. —. co
533
CA CO 00
cu co ro
01 01 M 3 3-3T Z
22?
o
& & 3 S
CD CD - <
CO CO -5
O O CO Zj
0 0 ft. 3
* Q Q
O O v rj)
- 3 01
O
c o
CD
^ z co o
TJ CD CO CD
N> CO
3 3
SL "_ 5" to
CD OJ 01
o
DJ 3
Cl
2 m o m oi to pj g
CD <
pig
c_ O
zr|1010|QJ 3 Cl
ZT CD -i
O 3-
I I"2.
QJ O OJ|109|3 3
CD § OJ
Zt CD
CD " • O
iis
CD CD Cf "O ~ ? 3" ™ n
=¦ m —
3 =*. CD CD CD P>
m 3 oj"
C CD S to -' 5.
o Q o
CD CD =*
sic?
DJ 3 CL
03 TJ O OJ
& 3,
5"S tjB o S? »1
5L J2 TJ O
if 5
oi?
CD. =: CD «! CO .„
CD CO -1 CO
O "
J". o I
Ot3
W 3. w.
ic?*
Dl ~' CD <»
- l'S
> 3" 3 CD
cr
f!
^cE
ii
CL
c
DJ. CO
CO P. CL
CD. < CD
to ' c?
w
O § CD
zr
% zr
CD
01 DJ|1010|
CL
--" =T 2
CD OJ
= 5-
Cl O CD
TJ =] "
dj g
i. |
TJ CD
3" Q-
CD|1010|3 Q. <'
CL
c SL co
m
CL
3 o
3 CL
CD zz> 3' CD
O
zr
01
—i
OJ
O FT. CD
OJ
co i
CO
to
CO
00 00
CO CO
CO --1|109|3 =
-b. ~J CD
to P3 "0
OJ CO CO
O o
o
O .
CO CD
- ><
o> ^ ro —J -* cnu
S !°
3- Z ^ 01
co *< eta m
» 3
g.3
DJ 3 Cl
r- m 3. ZJ
—I > J
|i |S
1 s
CD Q_ CO
CO
c
CO DJ
—DJ 3
Cl
O O zt O
o
3 QJ 3
CL
NJ
OJ
C 3 3 DJ|1010|CD CL
5'
Cl <'
CL
c
DJ
CO
O0 CO OJ
cn a
§ cF 3 TJ
_fc 0) 3. Co
o
O
o re
DJ~ 3
1 3 1 QJ ZT
: cu 7^ to
EE cq
cd g-oo p.
&s|1010|•< DJ
to _ cz
CD CJ CO
¦ ' CD ,„
r- — CO
O
3-DJ
CD CO
EE to cd
CD - • " ¦
> tr.
CT N|109|»|109|I
ro
co'|101010|o
N ^
CO (-|109|^|109|Q.
CD CD
QJ «5
: ii
! QJ : 3
s-.
o
>|1010|CD 3. O DJ 3
2 °
S CO _ CD Q) CO
O > O 03 CD 3 DJ CD|101010|j c.
co'
3 3 §42 f g g CO
f 3 - CO'
zr
CD
3 cr?
fr DJ W —
z oi rr - ¦ = „
DJ J DJ -< 3 Cj
3 ZL 3 ro " • 3
ill
¦» -r 3
_) —' CD|10 9|O 3 = o 01 O
*' ii =r g
O 10
•< 3' - • 9-<'
& ii-
M CO
3 - • tj < = t- 3. s
- C ,10 "<|109|<« - • T
o ca' -H 3
•2 r- | 3
51 o sj' S
z?CO 3 (5'
O
o 3
!>< oj -•
3 I? I
rn -• CD
S? 5 » rr.i Si
7 ? O 5fr c 3" (D 3 3
> CD 3 3
3. 5' 3 -'
Cl 7s
-¦ bj rr a rr.V-
» CD J" »|109|X 9:5|109|CD. CO ^
g ti m
O " 3 n"
zr O 3 dj
DJ zr Q.
3. dj to S
O 3. - ¦ zt f* ^ CD "< CD o " ' C_ CT 00
. CD CO o
2, o
° "' to" oj 3- ro
CO - ¦ ^
to r-
DJ CD
3-
00
to tn i
co
CD
3 = co' 2 2. co -p oj
DO TJ ZZ 01
I Si.
^ ' CZ) = _ M ">J CO
£ *¦ cn
to oo y j o co ^ -
S co
01 CO
S- S> * S ^ 3 co o
Z - a.
O -a
o _
c° sr co o
" i"
s; co
o
M
2- O TJ
3 CD
I-0)
- ZJ
Q 8
Ii
CD •<
p >
C CD
DJ 3
i M CD Q
- ¦ cr
!l
CD "~1 CO O
a.
"2- S
3 O
Cl 5)
S" r* zt. M <°
9 a O
CD 3
-3
3. O
co zz: 3" tu !?
= o
CM
Dl
CO CO
to' w
TJ TJ.
TJ <' CD -j
Dl 3 CL
ZT CD|1010|zr
CD|1010|a
CD 3 co'
CO 01
_3 z
DJ 3
DJ 3 CL
CD O
-> S
" 5'
17. CQ
!=, = a. 5-
a
CD O
TJ O.
O <
S o
CD ^
3 CL CQ CD
E? to
5-
C) "
tz
00
OI I
—x 03 *. OJ
CL
I CD
-t CO
CO
to oo
Si. °
=5 = C
irj co -t
OJ DJ CQ
O |
o F
< P 5 §
0) < D (D
S'S
m 3 CD rj O CO
X
g- a,
Is
CO o
00 CD CO
X fl> cr fl> 3-
£
cd «2 cu
3 D.
CD CD-CD|101010|s if
m CD
o 3-
ro >
o
01 3 CL
|1010|CO
o p
(0
CO 01
3 c
CD
O U X
Jr7 CD Dl
S 0>|910|3 O 9;
CD CT|910|3 -3 iP
01 c_|109|O
CL 3"
P-
3" |—
O
3- C
to S
CO <"
X
01
I
r—t-
o|101010|01
c p.
>
c? CL
tl) 01
a.
o"
O
O
01
TJ oi *<
3 o
3 TJ
JJ
Dl O
rn
Dl
P ™
01 Z2 CD'
TJ
3 CL
TJ
.M CQ CD M
<— ro|109109|°-
01|1010|CD
a 5'
Q.
<¦
CL
c to
CO
"< 01
" '|910|oTS
C 3-
3 »
zi
o o
b- i.
CD 3 _3- CQ
t_ 3*
at cl
"0
CO
O M
TJ > 0i CT
£ 3
- • 3" -J CO
£ 3
CD - '
f I II
tn
X CD 3
^
c_ O 3" 3
^- CO
O
c to'
CD
00 OJ OJ I
00 0J CO
co ^
SS-o
3 .2i » i - =
Co Co CO CO " 3. CO
CO
ro - 3 co|
§s
i to OJ o - • o|10 9|*¦
§ F S p|10910|o
(T» CD O O
O
CD i.
5T •g_
01 3
5T 5'|1010|Dl 3 CL 00 O
c
3 3 01|1010|CD CL
5' Cl
<"
CL
c dj co
00
co
00
cn
O CD
=! a
- <'
tA
Q
00 01
5 5'
—1 -T
SL cd
8" CT
ir if
01 3 CT CQ
SL 3"
to a
- ?¦
CO S
ai c
^ SL
r*; co
W TJ
3 I 5» f>'
fir 5 a
= CO CL <
P. a S d
CO CD 3, CO
3- =r ». V_
S>
s> £
o
3 3 CD _ *
ZDJ
» 3.
O
ro _
o c cr co
111 5s-S
^ CO CD
I*
oo
OJ
oo i
00 OJ CO
OI ->• pj NO? - CO CO ™
c -j » 2 a oo <3 =
m CO CJl CD
O S f3 TJ o o -> OJ
T3 CO
Z <3 O .-Z1
ro H
oo 3
00 CD CO -<
2. i
CD
ro 3
01 3 Q.
Co > 5T £32
CD. S. 5' CQ
CD 0) 3: 3
01
a|1010|CD
CO
Q. _ co' << O|1010|>!
3 Q.
« CD
c SL co
m
co
E?
CD
r-O
c co'
CD 01
CD
Dl
co
7T CD
Dl|1010|CD co
O zr Dl
3 J 4? P.
'-, m
2 CL 01 <
3, 5
p. a.
01 o
3. 3
CD " •
F*
CD
00 OJ
cn i
00 00
00 7Z o CO c
o co gy
SJ 3
7 o n
o y c
O —i
o> o> ?
S
CO
Ol CJJ CD oo
O CD
O O jk zo zzi
-j. O O
CO ?T TT
| £ TJ
O "|910|00 CO
ro cr z co
j = H> 3
00 CD * X"
S! ro
Kl S
: 2 o
TJ_ 0) 3
to ti|1010|Dl 3 CL
c
3 3 0)|1010|CD Q.
5" Q.
<' CL C
00
cn co
SL co
oo co
CJl I
00 NJ
< ro co
CD CJl —
>< A
01 -
82
1*3 O CD
\0 Z£.
CD O
-o e
S 3|1010|03 §
O CD
O oi
o 3
o ro f3 < P •p -a
01 _k
5- ?? °J
-p. CO
ro ro oj g
S ro co
5 = ~
ro ro I
Tj o
3' rz S ¦<
O OTi o o 01
3 3 3 5' 5' o>
X3 JQ =•
c c 2,
CD CO 3
- ¦ - • o
CD O 3|10 9|CD rf|109|O 3"
01 = CD
< CD —
CD y CD
pr co _.
3 3 0) CD J 3 " ' CD
rr-SJ O SC TJ -»
O CO 3"
TJ S" ®
if Q I
to Dl
3-01
> S> tn. - 2 co =: co
CD TJ - • TJ
il
s. i.?;
DJ CO 3" 3 "/ CD
• s I
T> CD O
oj =r 5'
WCQ X"< 3
fD < Q.
3 $ <:
CD CD 9-
Sp
S! S: 3 3.-9;
00 OJ
cn
CD
CD
CO' 4^-
CO
0)
_ 5. 3
O = O (0
cd ro —
n3 "D N5 3
CD 01 o ~
Vt CD
3" a
O
O
CD 01
o
Ti 2
if oT 3-
si; U3' O QJ
2 CD
O c?
$ 3
< Q- 3" 0
°- >
3. CQ
CO 3 •< CL
if s
01
CD - • "
"3 CD
W Si.
o
re oj ro m
S CD CD " '
Or q)
$1 3 °
S CD CD Q. 3.CD C 01
-s. a
O 3" 0) CD CO -< TJ O
ai zr
CD CL
!"a
C4
TJ TJ
DJ 3 Q.
ZT CD
0J 3 3 3 3 Q.
3§ &
CD o 0J
^ S- r?
3;"
CD
cSo D oj » 00 CD
sic
CD
CO CD -J
ro "0 tl
co cu
TJ m s
O S CD
in CD Sr.
CD ~ 3
CD
CD 2.
3 CD
01 3 O.
m
0) -|1010|CL
Cl _ • - S
»
cr
Dl
3, ZT 01
rig"
y. 3
O CD ZT „,
I 01
DJ
5"
CD
" 3
>
CO
CD CD O
CD ^
* > 3 3
O 0) O 3.
9- co
£ CD|1010|CL 0)
o.
00 TJ H
o cd g
CO
- a
3! o ~ S P.
f is*
- 3. s
O •<
TJ CD 3
O 3 fl) » 3 "
cd ¦< "n
Ft * " DJ
O -">' JJ 3 m O
' c CD
e-t
"mzr
DJ C Cl tfi »< - •
DJ 01
ri
DJ O
co o|1010|J". tz
N
DJ 3
Ft
l— f_
0J o|109|3"
-J|910|CD CQ
i ¦<
=: CD. S §
o 5
CO ~ CD 3" co O
§>
CD 3
c- o
O 3 3" ><
i°s
J o
» CL
CD
¦ • O
O Co CD Q) -i
CO C CO 3: JD CF
O r1
cd a-
CO f± DJ CD
II
2. CD CD (0
CD =0 CD < W CD
- • 171
si:
CO °-
w 3 c 3 ?-.co
S. fij
— Q. ¦•CTJ
O co tu"
OJ CO 3
/-I DJ
CD rzr.
• 3. o
cu 3j<|910|Bl g>
o P. 9.
JD _|910|g. cd
3.
c TJ ^
TJ °1 -- 3 CO O .4 3"
CD O
DJ 5; 3 CO
> 9= Q. 01|1010|ZT CD
CD CD "2. zj M TJ
" . o <•
-< DJ CD
o < c a oj
3 - • 3
i
i— cq' zt It 2?
DJ
* » I
O DJ
01 3 Cl
^3 O
01|1010|(D oi
CD <
« CD
CD '
21
01 3.
<3_
DJ 3 CL
zr
CD —i
O ZT
01 3 CL
|109|>Ti
CD 01 OJ
io 3 3
o 3 sr
ZT
V- tj g
o a ^|1010|IT 5
CD CD
i« if
3 I CO. DJ CD CO
3 !2.
TJJ TJ O - • TJ
co "
= c 5
C CD O
ST!|910|c? CU - -
II
5 3 CL CQ CD _.
5- 3
cd'cq
CD Q. DJ <'
m 9L
ITI 3" 01 CD
co co zr
CD T
—L „
- • CD
if3-
SL cd
DJ o
Dl' i.
- •|910|T| CQ|109109|CL
2. \%
CO 2-
.» £
CD co
~ Ft CD CD
DJ 3
3- n>
CD CO co - ¦
IE OJ
OJ Ft
o ."i
co _
CD TJ
TJ O
3" CO
g- CD
°> CD
51
CD
55" s
v; Dl
01 3 O
n
CO
DJ|109|0J
H n
CD - •
g 3'
CL 01
Dl 3 Cl
W 3 Cl
DJ 3 Q. <—»-
zr
CD
o § 3
CQ
5" Q. <'
a c
M co
CD |
co
DJ 3, 3" DJ
01
¦3
TJ CD CQ CO •<
DJ CD 3 3 CD >2
P"c_ o
CO CD TJ ZT
01 3 Q.
c
3 3 01|1010|CD O.
5' a <
Cl
c
BJ. CO
1 O
CT S
3. CD -1
TJ 01 C
3 3 S
zr 5 A 01 tr. to 3 § DJ
o
ZT
X
§ 3 0 01
3. 3 CL
3 CD
2> cd DJ (S
S 3
S s
CD ,!?
CO 0)
3 _zr
TJ O
01 3 Cl
O CD O ^ 3. O
5> co =|10 9|3: »
CD O TJ -*
Q. w|109|a
S? 0J 5? 3
3 o.
p zr
O. CD
OJ
CO O
3" V- Q
2? » i.
o. 01|910|ZJ 3 CL
g o. <•
co g" &
DJ. -1 01
O 3
Z< 3" fi
00 00 J> 01 o ->1
5 i
^ TJ ^4 CO
O O o o
CO CD *< •< 0} 01
H 33
01 01
CO ~J o ^
00 • OJ
_! 00
OJ CO
co co 2
CO CD <
CO = O J> CD
3^tj
O) U D)
M 2 O - . D -*¦_*<
III
4 £ CD
CO OJ 00
I
_L
00
OJ CO
Zl CD co TJ
CO CD
OJ CJl
o
S3
o 3
CO CD
3 Ti
-o 01
|1010|0 zv
CD O O ?r ro
¦0
00
01
00
01
^01 ^01
O CD|1010|Si
<
o
CD
o
(5 CD
CO OJ 00
_>, CD
zi -0
ro o>
- 3.
V ZT
co|109|O
00 OJ OJ
w 2L
V CD
zX 0
00 o
tz <
NJ
; c w
tl ¦< CO
! 57 O ' 3 C
W S NJ Tl CO CO
1 S! ir
O CD
ro|910|.•^ to|109|TJ
O 01
' 5- CD
ro n
oj o
co|910|- <
-» CO
00 -<
CO 01
2>|910|S|910|CO
CD
f? o
- O 0)
-* O|910|00 ZJ
CO < ^
CD CD ^
' 3"S p'
u 5 c
O Q CD
» * 0J
o
o
s o >
s oi a
<|9910|
z? T
CD
| >2 S
J3. - • 3
So?^
g.g s?
OJ ZJ
= i*
S> > CD 3. fD 3
S CO P.
r- cl m c 5 N'
- ! ftj CO ^
> TJ
Z 3 O
* a tr
2. a> a •«18 i=7 a i S
"WO CD 3 -'
Pr % m z-'l
tu O ,z=-
ZJ CD - • O
"< CD ><
S|99|Z
2L CL =
S 3- I'
CU CD|910|m § g
°-|99|Q-|109|01 =»
TJ O CO
ft 2"
CD 5 ?-
ro O >
01 3" CT|109|DJ CJ
CL 3.^<
to ¦ •|109|H »
TJ
01 CO CO
3 S £
1*8
-< 3 CD O 01
^ 3 3 - • CD -j
r_ O. m
CD
C_ CL
o CO
3 § S? - • P. (Q
CD
(S © S - CD 01 O 3. "> c3 CO
-"! ti
01 3 3 ><
CU rj 3 B>
O ZT
51 3|1010|I 0)
3.
CD
** CO 01 •<
*g
> o-
2" 3" 3 »
3- !j
0) o
3 I
- ¦ Q.
Id S>
3 O
8 5s n cd
CO sJ
s|
g m ¦< S
CO ctT DJ -
0) - •|1010|HP.
i?c7
-> o o
i-5
CD 3
3 Q-
CU PJ
I TJ
fD <•
3 CD 3. tD
r-
i
to tu
3 Q.
TJ DJ 3
O 3
DJ 3
a
CD | Q
3" CQ
5'
Q. <' CL C DJ
co
3 Cl O
n
DJ 3 O
o to'
o
CD
CD CO
CD
O zr|1010|zr o 3
00 CO OJ
00 OJ
to
a>
3 CL
O
ro 2
to. CD
c
3 3 DJ|1010|CD
a.
5' a.
<" a! c SL
CO
oo
OJ
cn i
00 OJ OJ
m tj
"""f CD
m 2
«-8
TJ
o" zr
01
a
0) 3
CL '
C TJ
ZJ r-^
• 01
I -•
CO °|109|o
•|910|C— r*
DJ|910|O CD
• 3.
0«zr 3
01
•5
DJ 3 CL
ZT CD
CO CO
co' a. —
is gg
-«! Q.
r~ =¥
£ «f to g>
DJ =
tl
O 3 v< (Q
C_ 5'
o a co z=-
CD -TJ Q. zr tz 5' SL
CD to
oo
OJ 00
TJ C CQ
zr
o> •2 >
3 3
DJ 3 CL
Cl W
C 3 3 DJ|1010|CD Cl
5'
CL <'
Cl* c
SL co
00
J>. oo
IS
f O
CD m"|109|a
c3 c_
CD O
a i.
5" M
cd zr
TJ.
oj
3^
ST »-»¦
o'
3 01 3 CL
ro
OJ
3 Dl|1010|CD
CL
5'
CL <
a! c
SL co
oo
OJ OI I
00 OI CO
o|1010|O
O 5 QJ ^5
| T)
? zr
3 a
c to'
TJ. 01 3
6T o|1010|tu
OJ
zx
CD W
X
CD
3 CL
o
g
3 CO
r- co O - ¦ £. S
CO =j
DJ 3 CL
zr CD
C 3 3 DJ|1010|CD Cl
5'
o.
CL
c tu
>
cr|1010|ZT DJ|1010|
CD
CD
o
—I
CQ CD
01 3 TT
00 OJ 00
00 OJ
m S z O
iiig
CD — C 2 _ D. Jo?
2 C 3
S a sj
to oi 3. m < «T
01 CD ?J
CL
TJ-o g
CM?
cr 3 O
8 sr 3.
P. c=f. (Q
o ^ CQ 3.§2
CD
tii
oj' "* e7 3 | |
T J 1
r- zj o
cd zr
3" CO CD
S DO 3 fl) ¦ - ¦< C_ O
C
3 TJ " ' to CO Xl
C
3. 3
C_ 3 01 CD
8 i.
p: zt
CD
m =? o_|109|„
o o
11
1} 5 3 co
*I
TJ <
ai
Dl
O
0) l-t-CD (fl
i1! co*
p
rj cd
O CP
ro to 5 TJ
-» <
CO CD CO ¦<
o cd S5. ^ 2 «
CO o *
cn CD O
pit
OJ o o
C" . — j> • CO
<5 3
oo O o
" 3
-» <
00 CD CO >< CO DJ
Is
-H 3 - id zzcr
00 c O 00 00 c
to CO
• CD
i CD
ro ii-
£5?
S IP
CD (j
-I-
OJ C/i -O 3*
o
« Q
"2 CD
¦ 3 : co
' DJ
co CO
o m
E W
1 s
3 « co 3
E 5 5 o E
(D JJ> Q fD
CD Z CD
O CD O o
O
O CO ^ JD *
Q CB sf to
it i S. r
z> o = ~
CO CO f "J
co ro tj O
oj ro oj m
3 - 3.
* "9 -T
S co •
a O
c P o
CD <
^
CO CD
O _x qj
O|910|f "3 o
r? "T g » -C
5 ftt TJ O f— "
M zz- -J
CD 00 C a-
a
CD "n -n % to o
CD c -
2 « m
-'¦"'• c CQ
CU 3 CL
c? CQ CD 3 CD
n o
a
M
m
Q.|1010|tz
3 CL
o 3.
cv j-i
CO CD 3-
3T
CD-CA
co
DJ co co to c
CT)
C °
2- CD
cr to
s g.
O DJ 3 TJ CD
CD"
CD DJ cr 3. CD
o
CD.
DJ CO CO
n'
CD
CD DJ 3
O o c
Bo TJ O c.
CD
O
o c 3
DJ
ca
CD
CD o|1010|TJ fl)
I
=J
Co'
Oj
a h
It
5 S
CO Cl O
Co > CO O
,*] (Q O s
so|910|" 171 ?
SL
CD
cu
3 CL
TJ DJ CQ CD OJ O
!
CO
CO 3 Q.
D> 3
CL
C 3 3 0)|1010|CD
CL
Cl C 3 3 CO|1010|CD CL
5' Q. < CL C DJ CA
TO CO 3
ju 5"
3 CO 3 Cl
.cz
3 3 CO|1010|CD CL
3 Q. <'
a! sz cu
CA
TJ
CU 3
ST
DJ 3 CL
C 3 3 DJ|1010|CD Cl
5'
CL
<¦
CL
c cn
—I
o 3
z
CD CO
o
o
SZ
55" (D
C 3 3
co 3
CD
CL
5' g. <¦
CL
c
OJ CO
O 5
« 2.
o =
o
CD |
3 CQ
5' a.
<" Cl c
CO CA
DJ|1010|CD Co
m
Cl
O c
U)
CO
DJ|1010|s:
DJ
•2
cz|1010|tz
3 3 DJ|1010|CD
Cl 5"
CL <
Cl c
SL co
c
3 3 DJ|1010|CD CL|10910|a. a
<' <
S. CL
cz tz
DJ CO
CO CO
TJ OJ 3
r->-
pj o'|1010|OJ 3 Q.
OJ O
c
3 3 DJ|1010|CD Cl
5' a <'
CL SZ
SL co
DJ 3
DJ
DJ 3 CL
co c
3 3 DJ|1010|CD CL
5' a. < a.' c SL co
T3_
OJ 3 i-i-OJ
o'
3 DJ 3 Cl
tz
3 3 DJ|1010|CD CL
3' Q. < Cl
c SL
CO
"S. s § o
Si
cd a
to
cl O c o
G? 5T
O r* CO —J
h 22.
CD
r-t-
CD
i.
I—t-3"
CD
tz
3 3
OJ|1010|CD CL
5'
Q. <-CL SZ
SL co
OJ
•3.
00 OJ CO
oo
OJ
¦l>
oo
NJ
CO M
. oo
CO
w
oo cn
00 OJ
oo
OJ OJ
00 OJ
00 OJ
cn
oo
OJ CJl
00 OJ CO
00 OI NJ
OJ
00
-1>
Co c 00 c
c|101010|CO CO
2 o
CO 01
O CD
i: c . <'
-j. CD CO (0
N>«
2 Q ro =
CO CD 3 CO
DO 01 3
|1010|
CD
CO
O
CO oo c a; co I
5 3 co -» -J r-5 fo i1
M N y
H
N & CD -
Lo o
S? N
CO CD|10910|?T y>
S CD II
Sf.
O 3
o S
?r CD
2 00 O o
z o
|1010|
CD 01
00 c CD
CO
CD
CO
' <
Tt CD
o 5!
°- 3' co ¦< -i
O
g oo ^ 01
Rj 3
O CD
DJ O
S 3 O CD
« c S|
CO
5!
o
CO H
- 00 c?
c 6T co ro S
"*X CD _
s § ^
CD <2. |4? CD O
3.1
• CO O oi
O 3 3 TT
<•§ s 8 S
o ^*
'r z
CO p
3 o
z o
o
CD
'¦¦ tD o
CO CD|109|T3
M 01
- 3.
TJ CO
o O -u o
3 <
CO CD
co •< a> oi
co S
TJ 0) CQ CD
CO UJ
2 <"»
% 3
S cu co 3.
CD' "c_
to SJ
^ m 2. o? TJ
cr. to
OJ
O. DJ 3 Q.
3" CD
CD g. co 3.
3 CL <-Q.
3. 3 CD CQ
C
o
5' _
CL C
DJ gj
cl «
O|109|15
TJ CD
O CD
§5
CD
CD 3 CO
O
CO CD CO
g
o'
TJ DJ 3
dT o'|1010|DJ 3 CL —x fO
cz
3 3 0)|1010|CD CL
5'
Q. <'
CL
c
CO
CO
fl)
E
rr
(D
TJ fl)
7. CJ
CJ CO
.T iS
3'
01 3 Cl
CO S>
o 2:
2. zt
—. CD
£.•3:
-» co g
r-|"cB
1 §¦
CD Q.
O CQ -. !=. =T 2
to - • B
DJ
2-. £> < cr
CL CD
C -~ CD i—
SL §-o £
co fo g
m ^ 9 «
£ »i©
O DJ
- cogs-
H 3" O
J fli *<
01 3.|910|3 CD
C 3 3 OJ|1010|CD CL
8 *|910|DJ rn
S if
W §?
SL ®
_< 5'
Tj <
CD CO
- • o|1010|o s
2" °
< 0J
co co
- 7C
DJ 3 Q.
Q. M •J> CZ 3 3 01|1010|CD CL
5"
Cl
<
Cl CZ
SL co
o|1010|no
OJ
«< o c
<
CD
O 3
fl)
K
CD
(D
TJ fl)
55"
3"
C CL CD CO CZ
CO
>
¦o
DJ 3
dT o'
3 OJ 3 Q.
C 3 3 OJ|1010|CD
CL
5" cl <" a! c
SL co
0J
c
CD CO
CD QJ
9* oj
CO OJ|1010|CD
3. -h
CO O
CO =
P. °:
3-
3" CQ
_. 3. 3
c?5
2-. Pi
c
K £2
_ CD
£. "°|109|ZT|109|«*
CD ZI
O-|910|5- P.
%¦ fz>
5° CD*
c - •
3-S"
SL S
CO 01
,o
CD _ 3
s-L
P. oT
-n n
w £
3 CD O P.
P m
Silo.
CD - • P. CD
TJ-O CD C3;
P. O
rz
CO CD
"3- CO <
sj a <
5-3-3
8 | o
Tl " O I-
OJ
a a
01
5" 3
DJ
CS co
ZT O TJ
O 01
o
_ 3-
a: U3 " ft) CO
DJ|109|2.
01 —|109|Si
CD -
, a> 5. a.
3" CD 3. 3 P.
Dl 3 CL C_ CJ] 3 CD
O o
fl)
S. S"
3' 3
a.
<
CL
c
SL
CO
00 OJ 00 I
00
cn -* i—
CO cu
S 3"
o d> TJ CD §
c o - o
• < £. CD CJ -<
in DJ
CO CD
*¦ CD
S5 o 3 o
CJl
00
00
cu
c
3 <' CD|1010|s
I
oo
CD OJ
s
o
3,
oo
oi
•>J i
00 OJ 00
-* TJ TJ H 0O DJ DJ C "3.0 (J 0O to CD 3 O? J Cl
S Cl "_l C 2 ° oo 2. T2. co <
CD CD co Z* CO
9,25
It,"
lit
22. CD 3
ID U ^ 3 -J O
~ S £ ~J 5? co;
00 OJ 00
Co OJ
'-J. cp
00 St
CO CD
§ "»
O CO
00
cn o i
oo cn
$3
S s. 2.
tD o
3=^
g: lu >< 01|1010|o *
18
s z
CO 00 CJl Ol OJ O
CO c
io if
S CD
13 •a"
CJl|1010|I?
o s
00 OJ
I
00
00 OJ
•J>
I
oo
OJ
cn
00 c 00 oo oo c
^ CD 15 3 5 fD M ^_ ^ rj| Co ^
=; czr.
N N J
CD CD -
DD CD|109910|3T (0
S S CD
3'|99|»
£ £ S-
CD CD 9
CD CD ™
o o|910|o o £
TT ?C Z Z CJJ
O O o
00
cn
Hi? 2 is
|1010|^ CD Cn
Si" 2
O CD
2 cr 3
" i 2 o ~ (0
CD
o
TJ 01
tn o
CO
to
O
ZT to ¦n CD CO|1010|DJ Cl DJ
CL
CD
C
ZJ ZJ CD|1010|CD
CD
o
las'
CL <
Cl c
DJ CO
CD O 03
Z* ZT O|10 9|DJ C
| 3 t3
- TJ CD
£_ 01 O
o cq a-|109|CD c_
oj
2.|910|a
§ i
c
3 3 DJ|1010|CD
a.|1010|a. <'
CL
i. §.
3 CO CQ
5' a <
Cl
c
DJ to
H 3" O|1010|01 CO
O DJ 3 CD
LTJ n' oj
Dl
cv
JZt CZ CD CO|109|O
Dl <
CQ <
CQ|910|'CD?
Dl
3,
O
sr|1010|
01
o
- 9-
ct. (O
tt
ca
DJ
ciS.
§ g 3 ro|1010|CD —
Q.
5'
a.
<' CL c w
CO
00 CJl
CO CO
CO o CO TJ .5 _ cn co o
Co r- O
-6. 3. < S co
-* CO •<
25"
:» io
) : o 05 ^
3 2.
00 CJl
co -» r-
O CO 01
(3 co TJ
ai
-» -j co
gun
co CD
CO ^
>2 QJ •
=; = co
o >¦ o
CO CO
co ro ° TJ
oo
OJ
-j
00
cn
oo
t> cog.
est
111 S3 £
£ -i
CD
01 CD ^ 3 •< 3 01 01
cr TJ n
O Co CD CD 3" O
T 2 ^
3-IQ TJ
Ol
- ai ¦
CO -t.
CD 00
CD
00 00 Ca> CO
oo
Sci1
O CD 0> r-
O
R3 CD
O O
00 OJ
CD
CO
CO CD
z
o
o CO O
' n
| CD
CO
o g.
c o P\ cd
t_ O 10 CD TJ IT
CTJ CD (D_ ><
O ZT 3
TJ
!-»¦* —1
CD
DJ
zr
O 3" O
DJ CO
DJ 3
a.
g 1$
(D' 2' z-" SJ. m 3 <
\% 3 CD' <"
BJ DJ
a 2
O r-
DJ CD
TJ 2.
3' X
CD CD
r- 2.
DJ 3 CL
> 3 3 CD
O CO
3" BJ 3. CD CO
O
CD CO CO
c
O
zr
CD
CO
3" S'
3 DJ 3
a
O I
DJ DJ CD CD
CD_
DJ 3 Q.
CD O
!i
" CD
CD ->
CD
o cries
TJ 01 CO
n> to
CO
TJ. BJ 3
I
o|1010|to|1010|a. zt
CD
i|1010|CO
3'
Q. <'
ci c w
CD o
O-CD
S CD =: CT BJ CT 3 ^
|8 2 DJ
m w 3S
CZ CD|109|O
Q. cr
TJ TJ
O|910|"5 °-
O OJ|109|=|109|" -
CD|910|- • fl)
DJ " CO ^ C s
g oT if' |
QJ 0)
> z
3 g
3.4? O - •
03 CD
CD O CO CD
m
CO
CD
TJ O g 8.
I—t- —
0) CD ^* " "
o' c_
3 C
DJ £
3 a cd
I'd?
CO CD _. 3
.T
a.
cz W
SL CD CO ' •
•gm
g: co
" (D zr -3
!L cd
CD " 1
"si*
3- S o"5' * r-
ID
CO o cr
ai
3 3 CD
TJ 57
3" 3 —. CL
TJ g
» a.
S 3 »
I
3 O
§>«°
— 5'
i% i.
CD <
a. c
BJ CO
CD CO
CD VC
m|1010|s
CD
SL cd
c_
O
zr p
m
e
TJ
zr|1010|CO
3'
CD
¦a m
DJ <
3 p
as
O DJ
DJ " DJ - •
2 e-0- c
CD CD C P.
2 <-
| S
o. m
c g
SL S to .4
c_
CD OJ 3
DJ 3
CD
a.
CO CO 5T c DJ 3 to 3 Q.
3 o ?> 3 3 2
CD - • O. " <- c*
is j
5 co =
2 I'd' 0-^3
g CD |:
3 CD
S ™ 3
|§-~
2 CD
"-TJ =- >
TJ-
O _
CD «'|910|Pt C_ CD O
- • w m
Tl ft CO '
Q. CD -T
s-g S.
DJ 3" to 3 3"' CD CD CO
S ¦ ' B> CD TJ CO
sSi?
CD
to —
CD
SCIT COTJ|910|a i 3 8 g O
— "> CD 3. rf. -.
S- s»
CD CO (Q
"J, co' g < a s o
P. 2. o
T^iST
o oj s. -1
CD O 3 DJ
CD DJ Q-
< s- <
» H g
f S-5? 3 - • a c— >
CD co c+ f gS
to ¦' r;
cd > 3
w 3 =r - ' Cl CD
H CD o
in
O ^ CD
S S «|1010|-Si
m CD CD DJ ?!
_-| CD CO —
>|1010|
DJ
>3
CO CO
00 CO CO
*¦ * o1
CO CO ^|109910|ui J> Q.
— ^ -T
O IB
O ! o i
o
o
Tr CP CD CD CD O
00 OJ
00 OJ
.u
I
00
-o.
OJ
OO ^ O CO
00
o _
00 u
> M
O 3.
—1 c/»
£ CO
o
M
I ,- CD
i oj 5)
CP gj-
CP
CD O
TJ|910|co|910|
03
00 OJ ->1
CD "0
o
OO OJ 00
O
00 CJl
00
t
X
00 OJ
o
CD
c
00 ty) 10|§ Q
OJ O O
00
OJ
t—
CO 0>
co *
CO CO
O
OJ
o o
z
^ rjj -*
—* O CJl CO »r O
CP 71 CD -*
*. . J» to
co c_n [\j - •
§p2 5
00P ?:
3 S JV S j?-lis
s "s S o
D
to
r*
CD (A
E1 CO
DJ O
I CD
CP
si ?
2" 3- ©
a. N - • > » S
* 3 »
S 5= a » it j
CD" U 2
si
cd a.
| I tt'J
= tt tu g
3 w
• QJ
X tt
tt 2 =1 °-
CD 3"
ii CD
CD
¦ o
TJ i
oj a
& H
CD 3-
- O
r- 3
C OJ
^ y>.
x S g-3
3 M QJ 3
3" O,
tt 2" 3 CD
tt -1
73 O
CD 3"
C 01
CT 3.
CD CD|109|»
x m
»|910|3. S>
» - ¦
3 CQ
5"
a. <¦ tt c tt
CO
«> r
CD|1010|tt QJ
3" P.
CD _
-i D
O 01
o
3" 3 CA O 3
O 01
2". S.
co|109|QJ
N|910|CD " •
a ro
OJ o|109|or
tt "-T-|1010|11-
CD CD
CD 01 3
cn
01 TJ
co'
P.
73 o cr
CD 3-
CD|9109|" •
(D TJ
" ' 01
-< TJ
0J 3.|10910|' CD
2- co Z co
tt O
ZT?
CD c
r- Ji cd oJ
00
CO
z
fl>
i-f-O
3; K>" o o
3* (D (A
TJ 0)
5T
0J c_ 3 O °- tt
.§§
o X
CD V co > ¦g ¦ CD' J-
a.
TJ OJ 3 #-»¦ DJ
o'
3 DJ 3 tt
OJ 3
z rn
DJ CD W
«<><
to - • - • O c 0) 3 DJ QJ
>ir3
3 1 §.
2 q. " x-w.
CD < Qj -~ CD 3
IS j
3 O
c
Q.
3' CQ
8! Q
5 - CO QJ CO ° ZT|1010|CD - •
9, o
CQ DJ CD <
01 CO ZT 3' CQ
O _3
CO
o 3
DJ 3
01 3 tt
TJ* tt Tl tt
-o «<
CD - ¦
S3 c
O » S 3.
tj 2 cd - ¦
CD S .-! 01
<:3
DJ fsj
SL co
00
CJl CO
^. CD 3 7\ ' ¦ CD
O CD DJ 3. < CQ
CO 01
> zt z7 CD
tt 3;
if|10 9|(fl
CD 5-CO tt
3' £|109|=
O 01 co !»
3 zr
O 0J
3 3.
- CD S Ft DJ - • 3 tD"
- • 01
CJ 01
cd\2
3 .
CD >
1 TJ co
CD CD 0J
n cl 9 >
O CD
TT o q. D
3- DJ
!S
O e_ =r O Dl 3" 3.
CD
- • CO
00|1010|o -1
CD 3" O
c
CO CD
TJ fi) -1
to"
CO ZT 01
tt
cr c|1010|_CD
O
CD O
c3
CD
s ir|910|DJ OJ CD
* CD
3 (Q
? -• -
TT Oj' CD 3
_|910|• tt
TJ <'
CD Q.
.9- c c_ SL
DJ CO
li
0)
¦ <-+¦
> 3-3 ™
cr CD
3 g.
co cp
Tl = tt '
i;
.CD 3-
CD ^
2 M
CD t% 3^
• 01
DJ I— ZT O DJ CQ
CO
= s
CO c
CD CO TJ M
=r. .2
i? TJ
- ¦ O CO
00 CJl 03
DJ|1010|CD CO
o
CO
TJ 0J 3
5T o'|1010|DJ 3 tt
cz 3 3 OJ|1010|CD tt
5" tt <' tt' C 01
CO
01
CO
O
ZT Dl ~i
CD CO
X
CD 3
>3
o
3" 3
I >< 3 CO O _3
TJ CD
c—^
CD .1
O ZT CD
CD CD 3 3 CD
01 3 3 O
' 3
o
3. DJ
CO Dl|1010|
00 CJ 00
B) Q.
CO O 3
TJ &> -»
CO 3"
00
co
CO
zt 03 2
00 o CO
?? s
to 01
S3
Is
o =^
- to
Si
ro _i
.W OO
tO M
co 5
00 CT)
o a»
_i CD
00 i7 O) ^*
_fc ^C
o
00
m ^ CJ 00 -1
^
Z 0 o
CO CO q CD
*-C IO TJ
00 ? io Oj
f; oj = <»¦
O CD O -
fc? r- 3. Z
01
. oT
S C CQ S"
zi. 01
C CQ
CD CD|109|CO
•? S 73 T7» O m
! CD
S'tj cl ™ • co
3 88
03 CD ^
S " >
^ o
co
co o
CJl|910|S TJ
O CO
Ol .
CO 3.
c/1 3"
s
o
3,
<
CD
«¦'
o
8 ®
5 0> u
o- <2 3. 53" co tQ
CD »
Tj o co
»' cT j? ? > 8
P « £
o CO >
< 05
m —jl 00 00 to
Spi
CD
Is?
o
0)
3! p
O zr
CD -i
CP
co
CD O 03
" 3 E.
5" 3cl -f2 •<:
CD
CD Cl
0) ZJ CL
O 0> 3 0)
TJ W -1
55"
o
i
CO CD
3 TJ
!
51
CO
»—r-
> 3
QJ 3 CO
CD CD|1010|DJ
JO
3' 3
TJ 0> CQ CD Ca) Ol
zz
ZJ|1010|0)
Cl
ro
c 3|1010|di 3
CD CL
5'
CL
<¦
CL
c
M
CO|1010|CD CL
5'
CL < Cl tz SL
CO
¦0
CD
rj 3 g> ST
O ZJ
OJ ZJ
Cl CD
c
3 3 01|1010|CD CL
5' CL
<
ai. c
SL co
TJ_
0) 3
5T t=-. O 3
O CO
p.
03 3 CL CO 00
c
3 3 0)|1010|CD CL
5' a. <¦
CL
c SL
CO
> >
2"
CD CD
rt Pr
CD Z
CD O
* CD
TJ oj CD £¦
w s; i*
- • zr
S? CD CD o
52. CD
CD CD CO -j,
II
-.">!•
& &|109|Q
co zr
- ¦ ca
co a
oj' 3-
tz =>
- CO
CD O|109|ZJ
CD H
CD 3"
O co
cd y>
CO
pj I
fD B
• zr
c_ cd
cd n|10109|CO
¦< to
' DJ|10 10|if
c_ o
g- 5S
P. "rj, |— o cd cr
^ &
_ 0j
O 3
3 2. 3
°- rjo > =
tr - • S}tD dT So 3 2
P
So DJ O ZT - • DJ
O CD
3 3 o'
CD
i
3'
CD
m
CO 03
CD|910|DJ "J,|109|TJ
CL 3.
-r- to
? a
g g
Cl oj'
g.p.
Q. H
if S
" • CD
^ >
CD - • DJ 2 3 DJ CL 3
zr cl
Dl
3,
DJ O
> S 3 CL
P. C_ N
DJ O 3 3"
II
-• QJ
SZ ZJ.|109|0J|109|- •
DJ C_|109|CD
cd =; 0. 3
to » CD 01
TJ O QJ »<
O
O. CD BJ DJ C Ti ^ tf
CD i» r-
^1 CQ
2. r-
CD 52
3 3 >2 TJ — CO
CD
- • tu CD DJ
of a
DJ DJ =" 3
Tl
2 co
X CD
CO
s 5. ,i' §
DJ|109|CD
Cl -1
zr £
CD|910|^ s ¦ ¦|109|.CD
Oj" W
01 3"
o
o' !L
TT CD CO
TJ 5
Dl|9109|P
Cl —
0)|910|= DJ
Dl "
3 co
cd e.
to cr -
co -
>
31
CD CO
S £
CD N
CD
DJ
!L co
CD —
|1010|CD
00
DJ TJ cr.
2-
CD
S zr
2 « "f
0) (D
2 -2 » P -~*
o SP
cn'-3"' CD •
" 00
O o
DJ 3
5 di
CD CO 3. 3
CD H
tl
!"
CD 2
co q S cd
3" O|10 9|<|109|I|109|9J
2.|910|CD
I f
dT 3>
O Q)|109|CQ
s ®
q. a
zf O
CD O
J*
S
ci SL
3'
a 5' 5! c SL co
> 3 Cl
CD DJ 3
CD 0J TJ c± CO
O
BJ
CD
T| ~i DJ 3 O
co'
00 GO Ol
cJ u
o CP to .-
gi
CP
O
00 00
CP
c
3 <*
CP
•£'
00
CO I
00
CJl OJ
r? cp
_^ zt
is s
CO o
00 00
2 2
o
00 OJ
-b.
CD o o
00 OJ
00 O
- Cl Z OJ o 01 "Oo
CO TT T O W tf
S.- o ^T> ro
¦ CO » CD to TJ
8 -00 «
w'
£ CD
o o
o
ZC
O to - o>
00 OJ 00
9? z II
-°I
«i
CO TJ O Ql
-A CO
00 =r
CO " 00 CD
II
co ro
^1 o
^ ^ 3
CP
C
co
5 5!
I? o O o ^;
3 ?
~0 co
Si CD
o I
tn o
cz
o
CO
CP
CO
r° to v 8
o Z
CP
TJ 01 CO CD OJ CO|109|CD <
co at|10 9|CT) o
CD DJ|1010|O o
o|1010|
DJ 3 Cl
C 3 3 DJ|1010|CD CL
5' g. <¦
CL C DJ CO
00 OJ
T~ 00 > r-
DJ CD|99|DJ
O = zt O
O CD 9. o
CO CQ ZJ CO
ciT oj re ciT
s- >3»
" ' 3- CD O O. 3.
CD
pj c
CL S
=¦ s
CD fD
zt -g_
55' DJ
s i|109|zt.
CO §
CD|109|DJ
- •|910|O a-
ZT Ol
OJ O
3. _.
O|910|ST CL
o <
§ §•
co ju
O co
S3-
o o_
7\ tz
m | |S
o rjj|109|fl)
Q. N
DJ 3 CL
M « CD
—• O 3.
-3 =T. CD
ti a|910|S S. 2 PJ
3 ~~ CD
O- > DJ
3-3|910|CD CD Cl
s p.|109|TJ|109|O
<— ZT
CD O
DJ|910|-i =: —
n » s
3" DJ
=: TJ 3.
CL o CD
Q% 5"
CL O CZ
SL 3 §¦|109|P
^ CO 71
S|910|DJ N
S i 3 to
= CD
CD
E. m
CO —
r- g-
DJ
cr ti
3. O
c S
re|910|" ' (D
3. DJ N J
ro ST f §
H pj
2 Z.
N' DJ CD Q
ST&
o
o s.
CO DJ CD -3
== ? CD CD
•< CD
DJ 3
a.
=r 5'
O !" OJ Q.
2o
f tt 3 CQ
¦ ¦ tz
Wt ~ re. cd
co ""
o CD
3 re
" ' 3 DJ 3 Cl
5i- I OJ °-
cilT =rt8
CD 2 -i 3 O P 3-
=: rjj
3 3
00 CJl O
01 3
> r-3 oi
r^t- O
2. o
CD CD TJ
re' 3
DJ 3
Tl -C o
DJ CD|10910|CT. " -
o r—|109|O
DJ S.|109|CO
Q. OJ
Cl
S TJ <
~1 ¦_.«-*¦
CD' S- CD &
S co
01
-r, "' -1 3
TJ Tl ZT DJ
E? TJ o P.
3 3 5 CO ^ TJ 3
CD
P. c?
2 CD
ff TJ.Q
- ¦ CD
|. > O 3 cr 3"
« 3 S>
3 3-3 Q. Dl CT
< 3 2
^ CD
co re tu
CO
ro
03 n
<" DJ
£. r
CO CD
• O
C_|910|O - •
2 r~ re =•
ZT a
• O
TI-1
P
3 -2 =¦•
p 8-
c_ CD O 3,
to - •
3" -i cz o
DJ ij
- • v.;
T| -•
>
3 CQ
re
CD
O CQ
rr cd
3 I 3 2
03 - ¦
2 >
to cz|1010|CD
00 OJ
00 OJ
CJ to
* 8"
2-3
ctT I
OJ TJ 3 "O Q. CD
to 2 o =r
3.0.
^cf cr
c_
2 .9 3
TJ CO CD -Q
CD
o o -°! 3 2" >
.2 CT Tl 3 3 B?
Q. 3
TJ
(D o
11
3 <:
CD O. 3 C CD (3)
2. to
Si
-n 03
CD £3; C CO
cr fire P
=? 03
H co'
s»
?co
01 CD 3 " • CL C_
it
oi' TJ
3 8
3 CD O oi « C
cr. c
3 " o
CD 3. =
o
O- CT
si1!.-
TJ %
CD S
I ||10910|t_ 2-
c -1
DJ TJ
=> O'
tf3
E. o
to|910|- ¦ CL
C_ - •
TJ §"
-=T O
CD co
2 cd ro '
So
CD 3"
• fl) C— 3.|109|">
CO CO
CO - •
CD C_
£ °
CD CO
• CD CO TJ O 3/
ti
DJ 3 Q.O
3" 01
^ Xs -i CD
" I|10910|OO OS 00
CD r? Q. O
co
2 to
>|1010|
O o
TJ
re ai
3 CL
O D
DJ CZ CO O
" 3
to
"0 7?
2- 3
2.|9109|co
CD CO
-< 5j
DO BJ a
O O O 5 to 3
CD O DJ 3
a
zr re
n to c 2
o §
3' CQ
5'
CL
<
CL
c|1010|CO
TJ re 3 o
3 Q.
r-o c co'
2. CD
3 3 2 -2.
"tl S]
3.
S3 DJ
C Eft
re o
CO 3
- ¦ in
to 2
cl
00 _. O 3 C CL
cs <:
C CL CD CZ
— pj_
> to Cl "_. Dl 3
DJ
•5
3 a
CO c
coif
Z< <-„ DJ
° 3 !i
CO QJ
"co3 2. co o —• n ~
to o
co 3
to
re
00 00 OJ OJ
-b.
O
CD
CO
3 S 3 O
3 |
|