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Record #: O2017-2179   
Type: Ordinance Status: Passed
Intro date: 3/29/2017 Current Controlling Legislative Body: Committee on Aviation
Final action: 4/19/2017
Title: Consent to transfer of ownership in aviation cargo lease agreement with Aero Chicago at Chicago O'Hare International Airport
Sponsors: Emanuel, Rahm
Topic: AGREEMENTS - Lease, - AIRPORTS - O'Hare
Attachments: 1. O2017-2179.pdf


OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
March 29, 2017










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


Ladies and Gentlemen:

At the request of the Commissioner of Aviation, I transmit herewith an ordinance authorizing a consent to a transfer of an aviation cargo lease agreement.

Your favorable consideration of this ordinance will be appreciated.

Very truly yours,

Mayor
ORDINANCE

WHEREAS, the City of Chicago ("City"), a home rule unit of local government under the 1970 Constitution of the State of Illinois, owns and operates an airport known as Chicago O'Hare International Airport ("O'Hare") and possesses the power and authority to lease premises and facilities and to grant other rights and privileges with respect thereto; and

WHEREAS, the City and Aero Chicago, LLC ("Aero Chicago") entered into an Aero Chicago, LLC Phase I Cargo Facility Lease dated August 8,2012 (the "Original Phase I Lease") pursuant to which the City leased to Aero Chicago certain land at O'Hare upon which Aero Chicago was given the right to construct and develop certain air cargo facilities as provided in the Original Phase I Lease, and the City and Aero Chicago entered into an Amendment to Aero Chicago, LLC Phase I Cargo Facility Lease dated June 30, 2016 (the "Amendment") to amend the Original Phase I Lease (the Original Phase I Lease, as amended by the Amendment, is referred to in this ordinance as the "Phase I Lease"); and

WHEREAS, the City and Aero Chicago.also entered into an Aero Chicago, LLC Phase II Cargo Facility Lease dated as of April 26, 2016 (the "Phase II Lease") pursuant to which the City leased to Aero Chicago certain land at O'Hare adjacent to the leased premises under the Phase I Lease upon which Aero Chicago was given the right to construct and develop certain air cargo facilities as provided in the Phase II Lease; and

WHEREAS, the City and Aero Chicago Distribution Infrastructure, LLC ("Aero Distribution") entered into a Northeast Quadrant O'Hare Airport Fuel Farm Lease dated as of April 26,2016 (the "Fuel Farm Lease", and together with the Phase I Lease and the Phase II Lease, the "Leases") pursuant to which the City granted to Aero Distribution the right to construct, develop and operate certain fuel farm facilities on certain land at O'Hare; and

WHEREAS Aero Chicago has requested that the City consent to the Proposed Transfer described in the Consent attached to this ordinance as Exhibit A (the "Consent Agreement") in accordance with Article 12 of the Phase I Lease, Article 12 of the Phase II Lease and Article 13 of the Fuel Farm Lease and take such other actions and agree to such other terms and provisions as are contained in the Consent Agreement; and

WHEREAS, the City desires to enter into the Consent Agreement with Aero Chicago substantially in the form of the Consent Agreement attached hereto as Exhibit A; now therefore

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

SECTION 1. The above recitals are incorporated by reference as if fully set forth here.
SECTION 2. The Commissioner of the Chicago Department of Aviation (the "Commissioner") is hereby authorized to execute and deliver on behalf of the City a Consent Agreement that is substantially in the form of the draft Consent Agreement presented to this meeting that is attached hereto as Exhibit A, or with such changes or revisions therein as are consistent with the purposes of this ordinance and shall be approved by the Commissioner, which approval shall be evidenced by the Commissioner's execution of the Consent Agreement, and any and all of such changes and revisions are hereby approved by this City Council.

SECTION 3. The Commissioner and such other City officials and employees as may be required are authorized to take such actions and execute such other documents as may be necessary or desirable to implement the objectives of this ordinance.

SECTION 4. This ordinance will be in full force and effect from and after its passage and approval.
/kEROTBRM
EXHIBIT A to Ordinance
March _, 2017


Via E-mail and Federal Express


City of Chicago
Department of Aviation
Chicago O'Hare International Airport
10510 West Zemke Road
Chicago, IL 60666
Attention: Jonathan Leach, Chief Operating Officer

Re: Request for Consent to transfer of ownership interests in Aero Chicago, LLC and approval of future transfers in ownership of interests in Aero Chicago, LLC, Aero O'Hare Express, LLC and Aero O'Hare, LLC resulting from the direct or indirect transfer of ownership interests in Realterm Airport Logistics Properties, L.P.
Dear Mr. Leach:

Reference is made to (i) that certain Aero Chicago, LLC Phase I Cargo Facility Lease dated August 8, 2012, as amended by that certain Amendment to Aero Chicago, LLC Phase I Cargo Facility Lease dated June 30, 2016 (the "Phase I Lease"), (ii) that certain Aero Chicago, LLC Phase II Cargo Facility Lease dated as of April 26, 2016 (the "Phase II Lease"), and (iii) that certain Northeast Quadrant O'Hare Airport Fuel Farm Lease dated as of April 26, 2016 (the "Fuel Farm Lease" and together with the Phase I Lease and the Phase II Lease, the "Agreements") for certain properties located at O'Hare International Airport and respectively known as the Northeast Cargo Phase I Building, the Northeast Cargo Phase II Building and the Northeast Quadrant O'Hare Airport Fuel Farm (collectively, the "Properties") between Aero Chicago, LLC ("Aero Chicago") (with respect to the Phase I Lease and the Phase II Lease) and Aero Chicago Distribution Infrastructure, LLC (with respect to the Fuel Farm Lease) ("Aero Distribution," Aero Chicago and Aero Distribution are collectively referred to herein as the "Tenants") and the City of Chicago (the "City"). Capitalized terms used but not defined herein have the meanings ascribed to them under the Agreements. Reference is also made to that certain Ground Lease for Site 19 O'Hare International Airport between the City and Aero O'Hare Express, LLC ("Aero O'Hare Express") dated August 15, 1995 (as amended, the "Express Center Ground Lease") and to that certain Lease at Chicago O'Hare International Airport between the City and Aero O'Hare, LLC ("Aero O'Hare") dated February 5, 2002 (as amended, the "Willow Creek Ground Lease" and together with the Express Center Ground Lease, the "RALP Related Parry Agreements").




201 West Street Annapolis. MD 21401 Office 410.280.1 100 | Fax 4 10.280.0100 | www.aeroterm.com

Mi". Jonathan Leach March __, 2017 Page 2



There will be a reorganization of our corporate group that will result in the transfer of 100% of the ownership interests of Aero Chicago from NE Cargo Chicago, LLC and Sphere Development Group, L.L.C., to RAL CAC, LLC, a Delaware limited liability company ("RAL CAC") (the "Proposed Transfer") which is wholly owned by RAL US Holdings, LLC, a Delaware limited liability company ("RAL US"). RAL US is wholly owned by RAL Splitter, LP, a Delaware limited partnership ("RAL Splitter LP"), and RAL Splitter LP is owned by Realterm Airport Logistics REIT, LLC, a Delaware limited liability company (the "REIT") and RAL Splitter GP, LLC, a Delaware limited liability company ("RAL Splitter GP"). RAL Splitter GP is wholly owned by the REIT and the REIT is wholly owned by Realterm Airport Logistics Properties, L.P., a Delaware limited partnership (the "Fund"). RAL GP, LLC, a Delaware limited liability company ("RAL GP") is the general partner of the Fund and is owned by Realterm Asset Holdings, LLC, a Delaware limited liability company ("Realterm Asset Holdings"), which is owned by certain principals of Aeroterm (as defined below). The limited partners of the Fund and their percentage interests in the Fund are set forth in Schedule A attached hereto (the "Limited Partners"). Aero Chicago, Aero Distribution, RAL CAC, RAL US, RAL Splitter LP, RAL Splitter GP, RAL GP, Realterm Asset Holdings, the REIT and the Fund are herein collectively referred to as the "Developer Parties" and each is referred to herein as a "Developer Party").
For the City's reference, attached to this letter as Exhibit A are charts showing both the current organizational structure and the proposed new organizational structure of the ownership of the Tenants. Following the transfer of 100% of the ownership interests of Aero Chicago to RAL CAC, the Fund and the REIT will be controlled and managed by RAL GP, which is controlled by the principals of Aeroterm Management, LLC ("Aeroterm") through Realterm Asset Holdings. Following the Proposed Transfer, the Properties, which are currently operated and managed by employees of Aeroterm through its management agreement with Aero Chicago, will continue to be controlled and managed by employees of Aeroterm both through the principals of Aeroterm's ownership ofthe general partner of the Fund and Aeroterm's management agreement with the Fund. Accordingly, there will be no change in the day to day operation or use of the Properties as a result of the Proposed Transfer. Also note that, in accordance with the requirements of the Agreements, and subject to the City's consent, the Proposed Transfer is being completed following the Substantial Completion of all ofthe Improvements (as those terms are defined in the respective Agreements).
In accordance with Article 12 of the Phase I Lease and Phase II Lease, and Article 13 of the Fuel Farm Lease, we hereby request your consent lo the Proposed Transfer.
In addition to our request for the City's consent to the Proposed Transfer, in accordance with the requirements of Section 4.6 ofthe Phase I Lease and the Phase II Lease, respectively, the Tenants hereby attach to this letter as Exhibit B-l is a summary of the calculation of the total

Mr. Jonathan Leach March _, 2017 Page 3



Gross Proceeds (as defined in the Phase I Lease and the Phase II Lease) for the Phase I Lease and the Phase II Lease derived from the transfer of the ownership interests of Aero Chicago (the Tenants have provided the City with true, correct and complete copies of all supporting documents used to calculate the Gross Proceeds), and in reliance upon such supporting materials, we request that the City acknowledge the City's agreement with the calculation of Proceeds Rent under each of the Phase I Lease and Phase II Lease. In addition, in accordance with Section 5.8 ofthe Fuel Farm Lease, attached as Exhibit B-2 is a summary of the calculation ofthe Net Sale Proceeds (as defined in the Fuel Farm Lease) for the Fuel Farm Lease as a result of the transfer of the ownership interests of Aero Chicago (and the Tenants have provided the City with true, correct and complete copies of all supporting documents used to calculate the Net Sale Proceeds). As the proposed reorganization is a "Recapitalization Transaction" in accordance with the terms of the Fuel Farm Lease, and in reliance upon such supporting materials, we request the City's acknowledgement that no additional payment is owed under the Fuel Farm Lease due to the fact that there are no Net Sale Proceeds.
In accordance with the calculations set forth in Exhibit B-l and the related supporting materials, the City's consent to the Proposed Transfer shall be subject to the City's contemporaneous receipt from the Tenants of an amount equal to $4,976,100 in immediately available funds in satisfaction of all Proceeds Rent owed as a result of the Proposed Transfer (the "Proceeds Rent Payment").
Since the REIT and the Fund are structured as open ended investment vehicles to allow the transfer of investor ownership interests without a change in the control or day to day management of such investment vehicles, subject to the terms and conditions set forth in this letter below, we also hereby request the City's (a) consent to the future transfers of, or the issuance of additional ownership interests in, the REIT and the Fund, respectively (collectively, the "Proposed Future Transfers") under the terms of the Agreements and the RALP Related Party Agreements, and (b) waiver of the right to receive Proceeds Rent under the Agreements and the Willow Creek Ground Lease as a result of the Proposed Future Transfers (the "Limited Future Proceeds Rent Waiver"); provided that such Limited Proceeds Rent Waiver shall only remain in effect until December 31, 2031 (the "Future Proceeds Rent Waiver Outside Date"). After the Future Proceeds Rent Outside Date, and in addition to the other restrictions and limitations in the Agreement regarding direct and indirect transfers of ownership interests in the Tenants, (y) any transfers of ownership interests in the REIT or the Fund, or (z) any issuance of new ownership interests in the REIT or the Fund, shall be subject to the payment of Proceeds Rent to the City in accordance with the terms and provisions of the Agreements and the Willow Creek Ground Lease.

Mr. Jonathan Leach March _, 2017 Page 4



The Tenants have agreed, in consideration for the City's consent to the Proposed Future Transfers and the granting of the Limited Future Proceeds Rent Waiver, to pay the City an additional one time Proceeds Rent payment due upon the closing of the Proposed Transfer in an amount equal to $463,628.00 in immediately available funds (the "Additional Proceeds Rent Payment").
The City's consent to the Proposed Transfer and the Proposed Future Transfers and grant of the Limited Future Proceeds Rent Waiver are contingent upon, and subject in all respects to the following: (i) prior to any proposed transfer or series of transfers which result in a current or new owner of at least 7.5% ofthe beneficial ownership interests of the REIT or the Fund (an "EDS Owner"), the Tenants shall deliver to the City updated Economic Disclosure Statements (in the case of an existing owner which is to become an EDS Owner) or initial Economic Disclosure Statements for a new EDS Owner who does not have an existing ownership interest in the REIT or the Fund, and upon the City's receipt and review of such Economic Disclosure Statements, the City shall have the right to reject the proposed transfer or series of transfers by notifying Tenants of such rejection, and, in such event, upon such notification by the City the proposed transfer or series of transfers shall not be consummated; (ii) prior to any proposed transfer or series of transfers which result in a current or new owner of the beneficial ownership interests of the REIT or the Fund, the City shall have the right to reject any new entity or person's ownership of interests in the REIT or the Fund if such entity or person is not an institutional investor or is an entity or person whom the City has reasonable objection to as a result of legal, regulatory, security or similar concerns of the public interest, and the City shall notify the Tenants of such rejection, and, in such event, upon such notification by the City to the Tenants, the proposed transfer or series of transfers to such new entity or person shall not be consummated; (iii) receipt by the City of the Proceeds Rent Payment; (iv) receipt by the City of the Additional Proceeds Rent Payment; and (v) written evidence that the Tenants have paid the State, County and City Transfer Taxes relating to the Proposed Transfer.
For the avoidance of doubt, the foregoing consent to the Proposed Future Transfers and the Limited Future Proceeds Rent Waiver shall not apply to (w) any public offering of the REIT, the Fund, or any of their successors or assigns, (x) any transfer of interests in Aero Chicago, Aero Distribution, Aero O'Hare, LLC or Aero O'Hare Express, LLC (collectively, the "RALP Related Tenants") resulting in such entities no longer being one hundred percent (100%) owned by the REIT or the Fund, (y) any direct transfer of such RALP Related Tenants' ground leasehold interests in their respective properties, or (z) any recapitalization ofthe REIT or the Fund resulting in the transfer of substantially all of the ownership interests in the REIT or the Fund to a new party or parties.

Mr. Jonathan Leach March _, 2017 Page 5














cc: Erin Gruver, Chief Development Officer Aaron Sacks, General Counsel
Michael L. Minear
Executive Vice President, Eastern Region

AERO O'HARE, LLC AND AERO O'HARE EXPRESS, LLC By: Aeroterm Management, LLC their authorized agent


Michael L. Minear
Executive Vice President, Eastern Region

Mr. Jonathan Leach March 2017 Page 6



Subject to the terms and provisions of the above letter, the undersigned hereby consents to the Proposed Transfer and the Proposed Future Transfers and agrees to the Limited Future Proceeds Rent Waiver and acknowledges that no Proceeds Rent is owed under the Fuel Farm Lease as a result of the Proposed Transfer:



CITY OF CHICAGO



By:_ Name: Title: Date:
Mr. Jonathan Leach March 2017 Page 7



SCHEDULE A

LIMITED PARTNERS

Limited Partners Percentage Interest
UPS Group Trust 23.70%
State of Wisconsin Investment Board 16.93%
Utah State Retirement Investment Fund 12.70%
Stichting Pensioenfonds ING 11.85%
ASGA Limited Partnership 2.96%
BMW (UK) Trustees Limited as Trustee of BMW (UK) Operations Pension Scheme - CBRE Global Investment partners Limited in its capacity as duly authorized 1.86%)
CBRE Global Investment Partners Fund Series A.a.r.l acting in its own name and on behalf of CBRE Global Investment Partners Global Alpha Fund Series FCP-SIF -- CBRE Global Investment Partners Global Alpha Fund 16.93%
Lloyds Banking Group Pensions Trustees Limited, as Trustee of Lloyds Bank Pension Scheme No. 1 3.32%
Lloyds Banking Group Pensions Trustees Limited, as Trustee of Lloyds Bank Pension Scheme No. 2 1.66%
TFL Trustee Company Limited as Trustee ofthe TFL Pension Fund 1.74%
Amlin A.G. 3.39%
Amlin Europe N.V. 1.69%
RAL LP, LLC 1.27%



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EXHIBIT C ESTOPPEL CERTIFICATES
GROUND LESSOR ESTOPPEL CERTIFICATE
To:
DEFINITIONS: Ground Lease:












Premises:



Ground Lessor:
Ground Lessee:
Commencement Date:
Current Annual Base Rent:
Capital Improvements and Maintenance Reserve Payments:
Current Monthly Additional Rent Payment:

Term:
Termination Date:
Aero Chicago, LLC ("Ground Lessee")



Ground Lease for Aero Chicago, LLC Cargo Facility Phase I Lease Dated August 8, 2012 between City of Chicago and Aero Chicago, LLC, amended as follows:
Amendment to Ground Lease dated June 30, 2016 between the City of Chicago and Aero Chicago, LLC
Commencement Letter dated November 1,2016
Consent Letter dated March ,2017 from Aero Chicago,
LLC, Aero Chicago Distribution Infrastructure, LLC, Aero O'Hare, LLC and Aero O'Hare Express, LLC to the City of Chicago

An area of land consisting of approximately 1,605,055 square feet and containing the building known as Building 836, at O'Hare International Airport, Chicago, Illinois, all as more specifically described in the Ground Lease.
City of Chicago
Aero Chicago, LLC
October 15, 2016

$3,210,110.64 per annum



$4,012.64 per month

Three percent (3%) of Gross Revenue (as defined in the Ground Lease), due quarterly

35 years

October 14, 2051 (assuming Commencement Date is correct)




City of Chicago
Ground Lessor's Address Office of Chief Financial Officer
for Notices: Suite 700

121 North LaSalle Street Chicago, Illinois 60602 Attention: Chief Financial Officer

CC:

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Commissioner of Department of Aviation

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Deputy Commissioner of Real Estate

City of Chicago
Department of Law
30 North LaSalle Street, Suite 1400
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel, Aviation, Environmental, Regulatory and Contracts Division



As of , 2017, the undersigned Ground Lessor under the Ground Lease hereby
certifies to the Ground Lessee the following:
The Ground Lessor has not been canceled, modified, assigned, extended or amended (except as set forth above) the Ground Lease and the Ground Lease remains is in full force and effect.
Rent has been paid to March 31, 2017.
The current annual Base Rent payable under the Ground Lease is as set forth above. The annual Base Rent shall be adjusted in accordance with the terms of the Ground Lease on the following date: June 1, 2018. The Current Monthly Additional Rent Payment payable under the Ground Lease is as set forth above.
The Ground Lease is for the Term set forth above ending on the Termination Date.
To the knowledge ofthe Ground Lessor, Substantial Completion (as defined in the Ground Lease) has occurred for the construction ofthe Phase I Cargo Facility (as defined in the Ground Lease) in accordance with the requirements ofthe Ground Lease and, to the knowledge of the Ground Lessor, all improvements required to be made by Ground Lessee under the terms of the Ground Lease have been completed.

2 .
0322201703222017VI CI. Aero Chicago LLC - I'hasc I Lstoppd

Ground Lessor has not assigned its right, title or interest in the Ground Lease.
To the Ground Lessor's knowledge, without having performed any due diligence to confirm this statement, Ground Lessee is not in default under the terms and provisions of the Ground Lease.
To the best of Ground Lessor's knowledge, Ground Lessor is not in in default under the terms and provisions of the Ground Lease.
The statements contained herein may be relied upon by Ground Lessee.
The current address to which all notices to Ground Lessor as required under the Ground Lease should be sent is the Ground Lessor's Address for Notices.

IN WITNESS WHEREOF, Ground Lessor has executed this estoppel certificate as of this
day of , 2017.




City of Chicago




By:
Name: Title:
























J
0322201 703222017V1 CI. Aero Chicago LLC - Phase I Estoppel

GROUND LESSOR ESTOPPEL CERTIFICATE
To:
DEFINITIONS: Ground Lease:







Premises:



Ground Lessor:
Ground Lessee:
Commencement Date:
Current Annual Base Rent:
Capital Improvements and Maintenance Reserve Payments:
Current Monthly Additional Rent Payment:
Term:

Termination Date:
Aero Chicago, LLC ("Ground Lessee")



Ground Lease for Aero Chicago, LLC Cargo Facility Phase II Lease Dated April 26, 2016 between the City of Chicago and Aero Chicago, LLC, as amended as follows:
Consent Letter dated March ,2017 from Aero Chicago, LLC,
Aero Chicago Distribution Infrastructure, LLC, Aero O'Hare, LLC and Aero O'Hare Express, LLC to the City of Chicago
An area of land consisting of approximately 781,870 square feet and containing the building known as Building 837, at O'Hare International Airport, Chicago, Illinois, all as more specifically described in the Ground Lease.
City of Chicago
Aero Chicago, LLC
December 20, 2016

$1,563,740.00 per annum



$1,954.68 per month
Three percent (3%) of Gross Revenue (as defined in the Ground Lease), due quarterly
35 years
December 19, 2051 (assuming Commencement Date is correct)





Ground Lessor's Address City of Chicago
for Notices: Office of Chief Financial Officer
Room 700
121 North LaSalle Street Chicago, Illinois 60602

Attention: Chief Financial Officer


CC:

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Commissioner of Department of Aviation

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Deputy Commissioner of Real Estate

City of Chicago
Department of Law
30 North LaSalle Street, Suite 1400
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel, Aviation, Environmental, Regulatory and Contracts Division



As of , 2017, the undersigned Ground Lessor under the Ground Lease hereby certifies
to the Ground Lessee the following:
The Ground Lessor has not been canceled, modified, assigned, extended or amended (except as set forth above) the Ground Lease and the Ground remains in full force and effect.
Rent has been paid to March 31, 2017.
The current annual Base Rent payable under the Ground Lease is as set forth above. The annual Base Rent shall be adjusted in accordance with the terms of the Ground Lease on the following date: June 1, 2018. The Current Monthly Additional Rent Payment is as set forth above.
The Ground Lease is for the Term set forth above ending on the Termination Date.
To the knowledge of the Ground Lessor, Substantial Completion (as defined in the Ground Lease) has occurred for the construction ofthe Phase II Cargo Facility (as defined in the Ground Lease) in accordance with the requirements ofthe Ground Lease and, to the knowledge of the Ground Lessor, all improvements required to be made by Ground Lessee under the terms ofthe Ground Lease have been completed.
|1010|0322201 7 03222017 VI CI. Aero Chicago LLC - Phase 11 Csloppcl

Ground Lessor has not assigned its right, title or interest in the Ground Lease.
To the Ground Lessor's knowledge, without having performed any due diligence to confirm this statement, Ground Lessee is not in any respect in default under the terms and provisions of the Ground Lease.
To the Ground Lessor's knowledge, Ground Lessor is not in any respect in default under the terms and provisions of the Ground Lease.
The statements contained herein may be relied upon by Ground Lessee.
The current address to which all notices to Ground Lessor as required under the Ground Lease should be sent is the Ground Lessor's Address for Notices.


IN WITNESS WHEREOF, Ground Lessor has executed this estoppel certificate as of this
day of ,2017.




City of Chicago




By:
Name: Title:






















|1010|03222017 03222017 VI CI. Aero Chicago LLC - Phase 11 Estoppel

GROUND LESSOR ESTOPPEL CERTIFICATE
To:
DEFINITIONS: Ground Lease:







Premises:




Ground Lessor:
Ground Lessee:
Commencement Date:
Current Annual Base Rent:
Aero Chicago Distribution Infrastructure, LLC ("Ground Lessee")



Ground Lease for Northeast Quadrant O'Hare Airport Fuel Farm Lease dated April 26, 2016 between the City of Chicago and Aero Chicago Distribution Infrastructure, LLC, amended as follows:
Consent Letter dated March ,2017 from Aero Chicago, LLC,
Aero Chicago Distribution Infrastructure, LLC, Aero O'Hare, LLC and Aero O'FIare Express, LLC to the City of Chicago

An area of land consisting of approximately 235,097 square feet and containing the premises known as the Northeast Quadrant O'Hare Airport Fuel Farm, located at O'Hare International Airport, Chicago, Illinois, all as more specifically described in the Ground Lease.
City of Chicago
Aero Chicago Distribution Infrastructure, LLC October 15,2016

$117,548.50 (annual)



Term: 35 years, subject to extension to the Termination Date of the Phase
II Ground Lease or the Phase III Ground Lease (if any).
Termination Date: The later of (a) 10/14/2051, (b) the Phase II Termination Date (as
defined in the Ground Lease) or (c) the Phase III Termination Date (as defined in the Ground Lease, if the Phase III Lease is entered into between the City and the Ground Lessee or an Affiliate of the Ground Lessee (assuming the Commencement Date is correct).
Ground Lessor's Address for Notices:
City of Chicago
Office of Chief Financial Officer Room 700

121 North LaSalle Street Chicago, Illinois 60602 Attention: Chief Fincial Officer CC:

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Commissioner of Department of Aviation

City of Chicago Department of Aviation 10510 West Zemke Road Chicago, Illinois 60666
Attention: Deputy.Commissioner of Real Estate

City of Chicago
Department of Law
30 North LaSalle Street, Suite 1400
Chicago, Illinois 60602
Attn: Deputy Corporation Counsel, Aviation, Environmental, Regulatory and Contracts Division


As of , 2017, the undersigned Ground Lessor under the Ground Lease hereby
certifies to the Ground Lessee the following:
The Ground Lessor has not been canceled, modified, assigned, extended or amended (except as set forth above) the Ground Lease and the Ground Lease remains in full force and effect.
Rent has been paid to March 31, 2017.
The current annual Base Rent payable under the Ground Lease is as set forth above. The annual Base Rent shall be adjusted in accordance with the terms of the Ground Lease on the following date: June 1, 2018. The Current Monthly Additional Rent Payment is as set forth above.
The Ground Lease is for the Term set forth above ending on the Termination Date.
To the knowledge of the Ground Lessor, Substantial Completion (as defined in the Ground Lease) has occurred for the construction of the Fuel System (as defined in the Ground Lease) in accordance with the requirements ofthe Ground Lease and, to the knowledge ofthe Ground Lessor, all improvements required to be made by Ground Lessee under the terms ofthe Ground Lease have been completed.

|1010|03222017 03222017VI CI. Aero Chicago Distribution Infrastructure I.I.C - fuel farm I-

Ground Lessor has not assigned its right, title or interest in the Ground Lease.
To the Ground Lessor's knowledge, without having performed any due diligence to confirm this statement, Ground Lessee is not in any respect in default under the terms and provisions of the Ground Lease.
To the best of Ground Lessor's knowledge, Ground Lessor is not in any respect in default under the terms and provisions of the Ground Lease.
The statements contained herein may be relied upon by Ground Lessee.
The current address to which all notices to Ground Lessor as required under the Ground Lease should be sent is the Ground Lessor's Address for Notices.


IN WITNESS WHEREOF, Ground Lessor has executed this estoppel certificate as of this
day of ,2017.




City of Chicago




By:
Name: Title:
























03222017 03222017V1 CI. Aero Chicaao Distribution Infrastructure LLC - fuel farm \l

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CITY OF CHICAGO ! ECONOM IC DISCLOSURE STATEM ENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Aero Chicago. LLC .
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:
Business address of the Disclosing Party: 201 West Street
Annapolis. MP 21401
Telephone: (800) 528-5565 Fax: (410) 280-0100 Email: drosefaiaeroterm.com
Name of contact person: David Rose
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):

Assignment of Ground Lease at Northeast Cargo development project
Which City agency or department is requesting this EDS? Department of Aviation

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

Specification # NA and Contract # NA



Page 1 of 13

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:
] Person [X] Limited liability company
] Publicly registered business corporation [ ] Limited liability partnership
] Privately held business corporation [ ] Joint venture
] Sole proprietorship [ ] Not-for-profit corporation
] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
] Limited partnership [ ] Yes [ ] No
] Trust [ ] Other (please specify)
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

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
Kenneth Code Co-Chairman
John Cammett Co-Chairman
Mitchell Gordon President
Erin Gruver Chief Development Officer
Benoit Viens Executive Vice President
Michael Minear Executive Vice President
Dustin Gillioz Executive Vice President
David Rose Vice President
Page 2 of 13

Elijah Gregory Vice President
Aaron Sacks Vice President and General Counsel
Melanie Lundquist Vice President and Chief Financial Officer
RAL CAC. LLC Managing Member


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











































Page 3 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
RAL CAC. LLC 201 West St. Annapolis MP. 21401 100%







SECTION III -- BUSINESS RELATION SHIPS WITH CITY ELECTEP OFFICIALS

Has the Pisclosing 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 Pisclosing 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 Pisclosing Party is not required to disclose employees who are paid solely through the Pisclosing 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 Pisclosing Party is uncertain whether a disclosure is required under this Section, the Pisclosing Party must either ask the City whether disclosure is required or make the disclosure.





Page 4 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 [X] 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 5 of 13

2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities
identified in Section II.B. 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.

3. The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").


Page 6 of 13

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor nor any Agents have, during the five years before the date this EDS is signed, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the five years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in a. or b. above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions of Municipal Code Section 2-92-610 (Living Wage Ordinance).

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







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.

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"). NA



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. NA


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [X] is not
a "financial institution" as defined in Section 2-32-455(b) 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 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):
NA



Page 8 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 [X] No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit 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 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 9 of 13

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

X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:







SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

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

A. CERTIFICATION REGARDING LOBBYING

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





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

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 10 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 11 of 13

SECTION VII- ACKNOW LEDGM ENTS, 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 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 PERM ANENT 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 of the date furnished to the City.

Aero Chicago. LLC
(Print or type name of Disclosing Party)



David Rose
(Print or type name of person signing)

Vice President
(Print or type title of person signing)

M^yj^t^ (state)


Signed and sworn to before me on (date) at/Wlg /W^e County
Notary Public-Maryland Anne Arundel County Mv Commission Expires in» 03. '2U>&
Page 12 of 13

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDED 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.La., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

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

[ ] Yes [X] No

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











Page 13 of 13

CITY OF CHICAGO ECONOM IC DISCLOSURE STATEM ENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Aero Chicago Distribution Infrastructure, LLC
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. 1.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 201 West Street
Annapolis. MP 21401
Telephone: (800) 528-5565 Fax: (410) 280-0100 Email: drose@aeroterm.com
Name of contact person: David Rose
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):

Assignment of Ground Lease at Northeast Cargo development project
Which City agency or department is requesting this EDS? Department of Aviation

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

Specification # NA and Contract # NA



Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:
[ ] Person [X] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
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

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
Kenneth Code Co-Chairman
John Cammett Co-Chairman
Mitchell Gordon President
Erin Gruver Chief Development Officer
Benoit Viens Executive Vice President
Michael Minear Executive Vice President
Dustin Gillioz Executive Vice President
David Rose Vice President
Page 2 of 13

Elijah Gregory Vice President
Aaron Sacks Vice President and General Counsel
Melanie Lundquist Vice President and Chief Financial Officer
Aero Chicago. LLC Managing Member


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











































Page 3 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
Aero Chicago. LLC 201 West St. Annapolis MP. 21401 100%







SECTION III -- BUSINESS RELATION SHIPS WITH CITY ELECTEP OFFICIALS

Has the Pisclosing 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 EPS 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 ANO OTHER RETAINER PARTIES

The Pisclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, accountant, consultant and any other person or entity whom the Pisclosing 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 Pisclosing Party is not required to disclose employees who are paid solely through the Pisclosing 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 Pisclosing Party is uncertain whether a disclosure is required under this Section, the Pisclosing Party must either ask the City whether disclosure is required or make the disclosure.





Page 4 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 [X] 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 5 of 13

2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3,4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official 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 6 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:
NA ._







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.

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"). NA



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. NA


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [X] is not
a "financial institution" as defined in Section 2-32-455(b) 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):
NA



Page 8 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 [X] No

NOTE: If you checked "Yes" to Item D.l., proceed to Items D.2. and D.3. If you checked "No" to Item D.l., proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit 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
Page 9 of 13

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

X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:







SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

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

A. CERTIFICATION REGARDING LOBBYING

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





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

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in Paragraph A.l. above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Page 10 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 11 of 13

SECTION VII - ACKNOW LEDGM ENTS, 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 T-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,
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.

Aero Chicago Distribution Infrastructure. LLC (Print or type name of Disclosing Party)

(Sign here)

David Rose
(Print or type name of person signing)

Vice President
(Print or type title of person signing)


Signed and sworn to before me on (date) _ at /Wlf /Vtt^g/e/ County,

Notary Public.
TRACIE 6. BODNAR Notary Public-Maryland
Anne Arundel County iM y Cijii111iis>iiu11 Exu11«s
June 03. 201 8
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 HB.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 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:
RAL CAC, LLC

Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] a legal entity holding a direct or indirect interest in the Applicant. State the legal name of the Applicant in which the Disclosing Party holds an interest: Aero Chicago, LLC / Aero Chicago
Distribution Infrastructure. LLC OR
3. [ ] a legal entity with a right of control (see Section II.B.l.) State the legal name of the entity in
which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 201 West Street
Annapolis. MP 21401
Telephone: (800) 528-5565 Fax: (410) 280-0100 Email: drose@.aeroterm.com

P. Name of contact person: Pavid Rose
j ¦ ¦ ¦¦
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 EPS pertains. (Include project number and location of property, if applicable):

Assignment of Ground Lease at Northeast Cargo development project
Which City agency or department is requesting this EPS? Pepartment of Aviation

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

Specification # NA and Contract # NA.



Page 1 of 13

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

I. Indicate the nature of the Disclosing Party:
[ ] Person [X] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: 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 [X] No [ ] N/A

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles of all executive officers and all directors 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
Kenneth Code Co-Chairman
John Cammett Co-Chairman
Mitchell Gordon President
Erin Gruver Chief Development Officer
Benoit Viens Executive Vice President
Michael Minear Executive Vice President
Dustin Gillioz Executive Vice President
David Rose Vice President
Page 2 of 13

Elijah Gregory Vice President
Aaron Sacks Vice President and General Counsel
Melanie Lundquist Vice President and Chief Financial Officer
RAL US Holdings, LLC Managing Member


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











































Page 3 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
RAL US Holdings. LLC 201 West St. Annapolis MP. 21401 100%







SECTION III - BUSINESS RELATION SHIPS WITH CITY ELECTEP OFFICIALS

Has the Pisclosing 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 EPS 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 — OISCLOSURE OF SUBCONTRACTORS ANO OTHER RETAINER PARTIES

The Pisclosing 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 Pisclosing Party is not required to disclose employees who are paid solely through the Pisclosing 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 Pisclosing Party is uncertain whether a disclosure is required under this Section, the Pisclosing Party must either ask the City whether disclosure is required or make the disclosure.





Page 4 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 [X] 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 5 of 13

2. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II.B.l. of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, within a five-year period preceding the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in clause B.2.b. of this Section V;
have not, within a five-year period preceding the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, within a five-year period preceding the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

3. The certifications in subparts 3, 4 and 5 concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity. Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity); with respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
• any responsible official 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").


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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:
NA .







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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"). NA



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. NA


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [X] is not
a "financial institution" as defined in Section 2-32-455(b) 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 of the Municipal Code, explain here (attach additional pages if necessary): NA



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

D. CERTIFICATION REGARDING INTEREST IN CITY BUSINESS

Any words or terms that are defined in Chapter 2-156 of the Municipal Code have the same meanings when used in this Part D.
In accordance with Section 2-156-110 of the Municipal Code: Does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [X] No

NOTE: If you checked "Yes" to Item D.L, proceed to Items D.2. and D.3. If you checked "No" to Item D. 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 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 [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
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comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step 1 above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:







SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

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

A. CERTIFICATION REGARDING LOBBYING

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





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

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




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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.citv