AN ORDINANCE AUTHORIZING THE NEGOTIATED SALE OF 5044-48 SOUTH ASHLAND AVENUE
WHEREAS, the City of Chicago ("City") is a home rule unit of government by virtue of the provisions of the Constitution of the State of Illinois of 1970, and, as such, may exercise any power and perform any function pertaining to its government and affairs; and
WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on September 9, 1998, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date: a certain redevelopment plan and project ("Original Plan") for the 47th / Ashland Tax Increment Financing Redevelopment Project Area ("Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); the Area was designated as a redevelopment project area pursuant to the Act; and tax increment financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Original Plan; and
WHEREAS, pursuant to ordinances adopted by the City Council on May 10, 2010, April 13, 2011 and February 15, 2012, and published in the Journal of each such date, the City Council approved amendments to the Original Plan (the Original Plan, as Amended, the "Revised Plan"): and
WHEREAS, 51st & Ashland, L.L.C., an Illinois limited liability company (the "Developer"), desires to purchase from the City, for its appraised fair market value of Twenty-Four Thousand and 00/100 Dollars ($24,000.00), the vacant real property commonly known as 5044-48 South Ashland Avenue, Chicago, Illinois, which is located in the Area and is legally described on Exhibit A attached hereto (collectively, the "City Land"), in order to redevelop the City Land as described below; and
WHEREAS, the Developer is in title to the properties commonly known as 5042 and 5050-58 South Ashland Avenue, Chicago, Illinois, which are legally described in Exhibit B attached hereto (collectively, the "Developer Parcel") (the City Land, together with the Developer Parcel, the "Property"); and
WHEREAS, the Developer shall perform and provide the City with a Phase I Environmental Assessment ("Phase I ESA") compliant with ASTM E-1527-13 for the Property prior to and conducted within 180 days prior to the City's conveyance of the City Land; and
WHEREAS, the Phase I ESA for the Property prepared by Industrial Environmental Management Corp., and dated October 9, 2017, identified a heating oil underground storage tank at 1614 W. 51st Street and a historic filling station at 5101 S. Ashland Avenue; and
WHEREAS, such underground storage tank and historic filling station each constitute a Recognized Environmental Condition (collectively, "RECs"); and
WHEREAS, the Developer shall perform a Phase II Environmental Site Assessment to ascertain the presence of any environmental impacts that may be associated with the RECs. Upon the request of the City's Department of Fleet and Facility Management, the Developer shall perform additional studies and tests for the purpose of determining whether any
environmental or health risks would be associated with the development of the Project on the Property, including, without limitation, updating or expanding the Phase I ESA and performing initial or additional Phase II testing; and
WHEREAS, the Developer intends to develop on the Property an approximately 9,900 sq. ft. retail strip center, with nineteen (19) on-site surface parking spaces (the "Project"); and
WHEREAS, by Resolution No. 17-059-21, adopted by the Plan Commission of the City (the "Plan Commission") on September 20, 2017, the Plan Commission recommended the sale of the City Land; and
WHEREAS, by Resolution No. 17-CDC-21 adopted by the Community Development Commission of the City (the "CDC") on September 12, 2017, the CDC authorized the City's Department of Planning and Development (the "Department") to advertise its intent to enter into a negotiated sale with the Developer for the disposition of the City Land and to request alternative proposals; and
WHEREAS, public notices advertising the intent of the Department to enter into a negotiated sale with the Developer and requesting alternative proposals appeared in the Chicago Sun-Times on September 15 and 25, and October 4, 2017; and
WHEREAS, no alternative proposals have been received by the deadline indicated in the aforesaid notice; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The foregoing recitals are hereby adopted as the findings of the City Council.
SECTION 2. The sale of the City Land to the Developer in the amount of Twenty-Four Thousand and 00/100 Dollars ($24,000.00) is hereby approved. This approval is expressly conditioned upon the City entering into a redevelopment agreement with the Developer substantially in the form attached hereto as Exhibit C and made a part hereof (the "Redevelopment Agreement"). The Commissioner of the Department ("Commissioner") or a designee of the Commissioner is each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Redevelopment Agreement, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.
SECTION 3. The Mayor or his proxy is authorized to execute, and the City Clerk or Deputy City Clerk is authorized to attest, a quitclaim deed conveying the City Land to the Developer, or to a land trust of which the Developer is the sole beneficiary, or to an entity of which the Developer is the sole owner and the controlling party, subject to those covenants, conditions and restrictions set forth in the Redevelopment Agreement.
SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.
SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.
SECTION 6. This ordinance shall take effect immediately upon its passage and approval.
EXHIBIT A
Legal Description of City Land
(Subject to Final Title Commitment and Survey)
LOTS 19, 20 AND 21 (EXCEPT THAT PART THEREOF LYING EAST OF A LINE 50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID SECTION 7 CONVEYED TO CITY OF CHICAGO BY DEED RECORDED AS DOCUMENT 9584221) IN BLOCK 49 IN CHICAGO UNIVERSITY SUBDIVISION OF THE SOUTH 1/2 OF THE NORTHEAST Va AND THE WEST % OF THE SOUTH 1/2 OF THE NORTH V2 OF THE NORTHEAST Va AND THE NORTHWEST Va OF THE NORTHWEST Va OF THE NORTHEAST Va AND THE SOUTHEAST Va OF THE NORTHWEST % OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 14 OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
P.I.N.s: 20-07-230-036-0000 20-07-230-037-0000 20-07-230-038-0000
Commonly known as: 5044-48 South Ashland Avenue, Chicago, Illinois 60609
EXHIBIT B
Legal Description of Developer Parcels
(Subject to Final Title Commitment and Survey)
[To come]
P.I.N.s: 20-07-230-035-0000 20-07-230-039-0000 20-07-230-040-0000 20-07-230-041-0000
Commonly known as: 5042 and 5050-58 South Ashland Avenue, Chicago, Illinois 60609
EXHIBIT C Redevelopment Agreement
[Attached]
This Document Prepared by and After Recording Return To:
Arthur Dolinsky, Senior Counsel City of Chicago Department of Law Real Estate Division 121 North LaSalle Street Room 600
Chicago, Illinois 60602 (312) 744-0200
AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND
(The Above Space For Recorder's Use Only)
This AGREEMENT FOR THE SALE AND REDEVELOPMENT OF LAND, as
may be amended from time to time ("Agreement"), is made on or as of the day of
, 2018 (the "Effective Date"), by and between the CITY OF CHICAGO, an
Illinois municipal corporation and home rule unit of government ("City"), acting by and through its Department of Planning and Development (together with any successor department thereto, the "Department"), having its principal offices at City Hall, 121 North LaSalle Street, Chicago, Illinois 60602, and 51st & ASHLAND, L.L.C., an Illinois limited liability company ("Developer"), with^^rihcipal~place of businesslocated at r03"20~South Harlem Avenue, Palos Hills, Illinois 60465.
RECITALS
WHEREAS, pursuant to ordinances adopted by the City Council of the City (the "City Council") on September 9, 1998, and published in the Journal of the Proceedings of the City Council (the "Journal") of such date: a certain redevelopment plan and project ("Original Plan") for the 47th / Ashland Tax Increment Financing Redevelopment Project Area ("Area"), was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); the Area was designated as a redevelopment project area pursuant to the Act; and tax increment financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Original Plan; and
WHEREAS, pursuant to ordinances adopted by the City Council on May 10, 2010, April 13, 2011 and February 15, 2012, and published in the Journal of each such date, the City Council
approved amendments to the Original Plan (the Original Plan, as Amended, the "Revised Plan"); and
WHEREAS, 51st & Ashland, L.L.C., an Illinois limited liability company (the "Developer"), desires to purchase from the City, for its appraised fair market value of Twenty-Four Thousand and 00/100 Dollars ($24,000.00), the vacant real property commonly known as 5044-48 South Ashland Avenue, Chicago, Illinois, which is located in the Area and is legally described on Exhibit A attached hereto (collectively, the "City Land"), in order to redevelop the City Land as herein provided; and
WHEREAS, the Developer represents that it is in title to the properties commonly known as 5042 and 5050-58 South Ashland Avenue, Chicago, Illinois, which are legally described in Exhibit A-l attached hereto (collectively, the "Developer Parcel") (the City Land, together with the Developer Parcel, the "Property"); and
WHEREAS, the Developer shall perform and provide the City with a Phase I Environmental Assessment ("Phase I ESA") compliant with ASTM E-1527-13 for the Property prior to and conducted within 180 days prior to the City's conveyance of the City Land; and
WHEREAS, the Phase I ESA for the Property prepared by Industrial Environmental Management Corp., and dated October 9, 2017, identified a heating oil underground storage tank at 1614 W. 51st Street and a historic filling station at 5101 S. Ashland Avenue; and
WHEREAS, such underground storage tank and historic filling station each constitute a Recognized Environmental Condition (collectively, "RECs"); and
WHEREAS, the Developer shall perform a Phase II Environmental Site Assessment ("Phase II ESA") to ascertain the presence of any environmental impacts that may be associated with the RECs. Upon the request of the City's Department of Fleet and Facility Management ("2FM"), the Developer shall perform additional studies and tests for the purpose of determining whether any environmental or health risks would be associated with the development of the Project on the Property, including, without limitation, updating or expanding the Phase I ESA and performing initial or additional Phase II testing; and
WHEREAS, the Developer intends to develop on the Property a 9,900 sq. ft. retail strip center, with nineteen (19) on-site surface parking spaces, as more fully described on Exhibit B attached hereto (the "Project"); and
WHEREAS, the City Council, pursuant to an ordinance adopted on ,
2018 (the "Ordinance Date"), and published in the Journal of such date at pages
through , authorized the sale of the City Land to the Developer for Twenty-Four
Thousand and 00/100 Dollars ($24,000.00), subject to the execution, delivery and recording of this Agreement, and in consideration of the Developer's fulfillment of its obligations under this Agreement, including the obligation to complete the Project;
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NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. INCORPORATION OF RECITALS.
The recitals set forth above constitute an integral part of this Agreement and are incorporated herein by this reference with the same force and effect as if set forth herein as agreements of the parties.
SECTION 2. PURCHASE PRICE / EARNEST MONEY / PERFORMANCE
DEPOSIT.
Purchase Price. Subject to the terms, covenants and conditions of this Agreement, the City agrees to sell the City Land to the Developer, and the Developer agrees to purchase the City Land from the City, for Twenty-Four Thousand and 00/100 Dollars ($24,000.00) (the "Purchase Price") to be paid by certified check or wire transfer of immediately available funds, on the Closing Date (defined in Section 3).
Earnest Money. The Developer shall deposit with the City, not later than forty-five days following the Ordinance Date, a good faith deposit in the amount of One Thousand Two Hundred and 00/100 Dollars ($1,200.00) (the "Earnest Money"), which amount equals five percent (5%) of the Purchase Price, and which shall be applied to the Purchase Price at Closing (as defined below).
Performance Deposit. At or prior to the Closing, the Developer shall deposit with the City One Thousand Two Hundred and 00/100 Dollars ($1,200.00), which amount equals five percent (5%) of the Purchase Price, as security for the performance of the Developer's obligations under this Agreement ("Performance Deposit"). Upon the Developer's receipt of the Certificate of Completion (as defined in Section 12), the Developer shall submit a request for a return of the Performance Deposit, and the City shall return the Performance Deposit within ninety (90) days of receiving such request.
SECTION 3. CLOSING.
The closing of this Agreement between the City and the Developer, and the closing of the transfer of the City Land from the City to the Developer (the "Closing", which occurs on the "Closing Date") shall take place at the downtown offices of Greater Illinois Title Company, 120 North LaSalle Street, Suite 900, Chicago IL 60602, or such other title company as may be selected by the Developer (the "Title Company"). In no event shall the Closing occur (1) until and unless the conditions precedent set forth in Section 8 are all satisfied, unless the Department, in its sole and absolute discretion, waives one or more of such conditions; and (2) any later than
one hundred twenty (120) days following the Ordinance Date (i.e., , 2018) (the
"Outside Closing Date"), unless, at the Developer's request, the Department, in its sole and absolute discretion, extends the Outside Closing Date. The Developer shall pay to record this|1010|
Agreement and any other documents incident to the Closing. At the Closing, the City shall deliver to the Developer: (a) the Deed (as defined below); (b) all necessary state, county and municipal real estate transfer declarations; and (c) possession of the City Land.
SECTION 4. CONVEYANCE OF TITLE.
Form of Deed. At the Closing, the City shall convey the City Land to the Developer by quitclaim deed ("Deed"), subject to the terms of this Agreement and, without limiting the quitclaim nature of the Deed, to the following:
the Revised Plan for the Area;
standard exceptions in an ALTA title insurance policy, if applicable;
general real estate taxes and any special assessments or other taxes;
all easements, encroachments, covenants and restrictions of record and not shown of record;
such other title defects that may exist; and
any and all exceptions caused by the acts of the Developer or its agents.
Recording Costs. The Developer shall pay to record the Deed and any other documents incident to the conveyance of the City Land to the Developer.
Escrow. If the Developer requires conveyance through escrow, the Developer shall pay all escrow fees.
SECTION 5. TITLE, SURVEY AND REAL ESTATE TAXES.
Title Commitment and Insurance. Not less than fourteen (14) days before the anticipated Closing Date, the Developer shall order a current title commitment for the City Land issued by the Title Company. The Developer shall pay the cost of, and shall be responsible for, obtaining on the Closing Date, any title insurance, extended coverage and any endorsements it deems necessary. The City agrees to provide the Title Company with a completed ALTA owner's statement, and other transfer documents typically required by the Title Company and typically provided by the City (but expressly excluding, however, "gap" undertakings, title indemnities and similar liabilities) at or prior to the Closing. At the Closing, the Developer shall deliver to the City a copy of the owner's policy of title insurance that it obtains with respect to the City Land.
Survey. The Developer will be responsible for obtaining, at Developer's expense, a survey for the City Land.
Real Estate Taxes. The City shall use reasonable efforts to obtain the waiver or release of any delinquent real estate taxes or tax liens on the City Land, to the extent such taxes or tax liens can be waived or released through submission of an abatement letter to the Cook County Treasurer, a motion to vacate a tax sale, or a petition for exemption. If, after using such reasonable efforts, the City is unable to obtain the waiver or release of any such tax liens or is|1010|
unable to cause the Title Company to insure over such tax liens, or if the City Land is encumbered with any other exceptions that would adversely affect the use and insurability of the City Land for the development of the Project, the Developer shall have the option to do one of the following: (1) accept title to the City Land subject to the exceptions, without reduction in the Purchase Price; or (2) terminate this Agreement by delivery of written notice to the City, in which event the City will return the Performance Deposit to the Developer and this Agreement shall be null and void, and except as otherwise specifically provided herein, neither party shall have any further right, duty or obligation hereunder. If the Developer elects not to terminate this Agreement as aforesaid, the Developer agrees to accept title subject to all exceptions that were not waived or released. In addition, after the .Closing Date, the City agrees to cooperate with the Developer and execute such documents as reasonably may be necessary to cause the Assessor's Office and/or Board of Review to change the real estate tax status of the City Land.
SECTION 6. BUILDING PERMITS AND OTHER GOVERNMENTAL
APPROVALS.
The Developer shall apply for and obtain all necessary building permits and other approvals, including, without limitation, zoning approval (collectively, the "Governmental Approvals") necessary to construct the Project, prior to the Closing Date, unless the Department, in its sole and absolute discretion, agrees to waive such requirement.
SECTION 7. PROJECT BUDGET AND PROOF OF FINANCING.
The total budget for the Project is currently estimated to be One Million Eight Hundred
Forty-Four Thousand and 00/100 Dollars ($1,844,000.00) (the "Preliminary Project Budget").
Not less than fourteen (14) days prior to the Closing Date, the Developer shall submit to the
Department for approval: (1) a final budget for the Project (the "Final Project Budget"): and (2)
evidence of funds adequate to purchase the City Land and construct the Project, as shall be
-acceptable -to-the-Department,-in-.its sole and absolute-discretion (the—Proof of-Financing"),
SECTION 8. CONDITIONS TO THE CITY'S OBLIGATION TO CLOSE.
The obligations of the City to "close" on this Agreement and the conveyance of the City Land are contingent upon the Developer's satisfaction of the obligations set forth in Section 8 no later than ninety (90) days following the Ordinance Date, or by such other date as may be specified, unless waived or extended in writing by the Commissioner of the Department (the "Commissioner"), in the Commissioner's sole and absolute discretion:
Legal Opinion. The Developer shall have delivered to the City a legal opinion stating, in part, that the Developer has been duly organized and that the Developer is duly authorized to enter into this Agreement. Such opinion shall be in a form and substance reasonably acceptable to the City's Corporation Counsel.
Due Diligence. The Developer shall have delivered to the City due diligence searches in Developer's name (UCC, State and federal tax liens, pending litigation|1010|
(Developer as plaintiff, and Developer as defendant) and judgments in Cook County and the U.S. District Court for the Northern District of Illinois, and bankruptcy) showing no unacceptable liens, litigation, judgments or filings, as reasonably determined by the City's Corporation Counsel.
Organization and Authority Documents. The Developer shall have delivered to the City articles of organization, including all amendments thereto, of the Developer, as furnished and certified by the Secretary of State of the State of Illinois; a Certificate of Good Standing dated no more than thirty (30) days prior to the Closing Date, issued by the Office of the Secretary of State of the State of Illinois, as to the good standing of the Developer; and operating agreement, resolutions and such other organizational documents as the City may reasonably request.
Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.
Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as of the Closing Date.
Final Governmental Approvals. The Developer shall have delivered to the City evidence of its receipt of all Governmental Approvals necessary to construct the Project.
Budget and Proof of Financing. The City shall have approved the Developer's Final Project Budget and Proof of Financing.
Simultaneous Loan Closing. The Developer shall close the financing necessary for the construction of the Project in advance of, or simultaneously with, the Closing.
I. Insurance. The Developer shall provide evidence of insurance reasonably
acceptable to the City. The City shall be named as an additional insured on any liability
insurance policies ($1M per occurrence and $2M aggregate) and as a loss payee on any property
insurance policies from the Closing Date through the date the City issues the Certificate of
Completion. With respect to property insurance, the City will accept an ACORD 28 form. With
respect to liability insurance, the City will accept an ACORD 25 form, together with a copy of
the endorsement that is added to the Developer's policy showing the City as an additional
insured.
J. Subordination Agreement. Prior to recording any mortgage approved pursuant to Section 8.G., the Developer shall, at the City's request, deliver to the City a subordination agreement in which the Lender agrees to subordinate the lien of its mortgage to the covenants running with the land, or such other subordination assurance as the Corporation Counsel shall deem acceptable (such agreement or assurance, a "Subordination Agreement").
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K. MBE/WBE and Local Hiring Compliance Plan. The Developer and the Developer's general contractor and all major subcontractors shall meet with staff from the Department regarding compliance with the MBE/WBE and other requirements set forth in Section 22, and at least fourteen (14) days prior to the Closing Date, the City shall have approved the Developer's compliance plan in accordance with Section 22.4.
L. Representations and Warranties. On the Closing Date, each of the representations and warranties of the Developer in this Agreement shall be true and correct.
M. Other Obligations. On the Closing Date, the Developer shall have performed all of the other obligations required to be performed by the Developer under this Agreement as of the Closing Date.
N. Reconveyance Deed. Prior to the conveyance of the City Land-to the Developer, the Developer shall deliver to the City a special warranty deed for the City Land in recordable form naming the City as grantee ("Reconveyance Deed"), for possible recording in accordance with Section 18.3 below.
O. Title to Developer Parcel. The Developer shall provide documentation evidencing that it is in title to the Developer Parcel.
P. Right to Terminate. If any of the conditions in this Section 8 have not been satisfied to the City's reasonable satisfaction within the time period provided for herein, the City may, at its option, terminate this Agreement after (a) delivery of written notice to the Developer at any time after the expiration of the applicable time period, stating the condition or conditions that have not been fulfilled, and (b) providing the Developer with forty-five (45) days to fulfill those conditions. If, after receiving notice and an opportunity to cure as described in the preceding sentence, the Developer still has not fulfilled the applicable conditions to the City's reasonable satisfaction, then the City__may re.tain_the_Earnest. Money and_this^.greement shalLbe-null and void and, except as otherwise specifically provided, neither party shall have any further right, duty or obligation hereunder. Any forbearance by the City in exercising its right to terminate this Agreement upon a default hereunder shall not be construed as a waiver of such right.
SECTION 9. SITE PLANS AND ARCHITECTURAL DRAWINGS.
9.1 Site Plans. The Developer shall construct the Project on the Property in accordance with the site plan, specifications and architectural drawings prepared by Purohit Architects, 2020 Algonquin Road, Suite 302, Schaumburg, Illinois 60173, which have been approved by the Department and which are attached hereto as Exhibit C (collectively, the "Working Drawings and Specifications"). No material deviation from the Working Drawings and Specifications may be made without the Department's prior written approval. If the Developer submits and the Department approves revised design development drawings and specifications after the date of this Agreement, the term "Working Drawings and Specifications" as used herein shall refer to the revised design development drawings and specifications upon the|1010|
Department's written approval of the same. Notwithstanding the foregoing, if after the date of this Agreement the City Council approves a planned development ordinance governing the Property, and as part of the process of approving such ordinance the Department approves the drawings attached to same, the term "Working Drawings and Specifications" as used herein shall refer to the revised site plan, specifications and architectural drawings, as applicable, attached to such planned development ordinance.
Relocation of Utilities, Curb Cuts and Driveways. To the extent necessary to complete the Project, the Developer shall be solely responsible for and shall pay all costs in regard to: (1) the relocation, installation or construction of public or private utilities located on the Property; (2) the relocation, installation and construction of any curb cuts and driveways; (3) the repair or reconstruction of any curbs, vaults, sidewalks or parkways required in connection with the Developer's redevelopment; (4) the removal of existing pipes, utility equipment or building foundations located on the Property; and (5) the termination of existing water or other services. Any streetscaping, including any paving of sidewalks, landscaping and lighting provided by the Developer, as part of the Project, must be approved by the City in accordance with standard City procedures for such work.
Inspection by the City. For the period commencing on the Closing Date and continuing through the date the City issues the Certificate of Completion, any duly authorized representative of the City shall have access to the Property at all reasonable times for the purpose of determining whether the Developer is constructing the Project in accordance with the terms of this Agreement and all applicable federal, state and local statutes, laws, ordinances, codes, rules, regulations, orders and judgments, including, without limitation, Sections 7-28 and 11-4 of the Municipal Code of Chicago relating to waste disposal (collectively, "Laws").
Barricades and Signs. Upon the City's request, the Developer agrees to erect such signs as the City may reasonably require identifying the Property as a City redevelopment project.^fhe -Developer-may-ereet-signs of its-own-ineorporating such approved-identification information upon the execution of this Agreement. Prior to the commencement of any construction activity requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable Laws. The City shall have the right to approve all barricades, the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades, and all signage, which approval shall not be unreasonably withheld or delayed.
SECTION 10. LIMITED APPLICABILITY.
The approval of any Working Drawings and Specifications by the Department's Bureau of Economic Development is for the purpose of this Agreement only and does not constitute the approval required by the City's Department of Buildings, any other Department Bureau (such as, but not limited to, the Department's Bureau of Zoning), or any other City department; nor does the approval by the Department pursuant to this Agreement constitute an approval of the quality, structural soundness or the safety of any improvements located or to be located on the Property.
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The approval given by the Department shall be only for the benefit of the Developer and any lienholder authorized by this Agreement.
SECTION 11. COMMENCEMENT AND COMPLETION OF PROJECT.
Subject to the receipt of all necessary Government Approvals, the Developer shall commence construction of the Project no later than thirty (30) days following the Closing Date and shall complete the Project, as reasonably determined by the Department and evidenced by a Certificate of Completion, no later than eighteen (18) months following the Closing Date.
The Commissioner shall have discretion to extend the Project construction commencement and completion dates for good cause shown by issuing a written extension letter. The Developer shall give written notice to the City within five (5) days after it commences construction of the Project.
The Project shall be constructed in accordance with all applicable Laws.
SECTION 12. CERTIFICATE OF COMPLETION.
Upon the later of (i) completion of the Project, (ii) the Developer's compliance with the City Resident Employment Requirement (Section 22.2) and the Developer's MBE/WBE Commitment (Section 22.3), and (iii) the Developer's providing the Department with a copy of the NFR Letter (as defined in Section 21) for the Property, if required, the Developer shall request from the City a certificate of completion (the "Certificate of Completion"). Within forty-five (45) days thereof, the City shall provide the Developer with either the Certificate of Completion or a written statement indicating in adequate detail how the Developer has failed to complete the Project in compliance with this Agreement, or is otherwise in default, and what measures or acts are necessary, in the sole reasonable opinion of the Department, for the Developer to take or perform in order to obtain the Certificate of Completion. If the Department requires additional measures or acts to assure compliance, the Developer shall resubmit a written request for the Certificate of Completion upon compliance with the City's response. The Certificate of Completion shall be in recordable form, and shall, upon recording, constitute a conclusive determination of satisfaction and termination of certain of the covenants in this Agreement and the Deed (but excluding those on-going covenants as referenced in Section 17) with respect to the Developer's obligations to construct the Project. The recordation of the Certificate of Completion shall constitute a conclusive determination of satisfaction and termination of Developer's covenant to secure an NFR Letter.
SECTION 13. RESTRICTIONS ON USE.
The Developer, for itself and its successors and assigns, agrees as follows:
13.1 The Developer shall construct the Project in accordance with the Working Drawings and Specifications, this Agreement and all applicable Laws.
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The Developer shall not, in violation of applicable law, discriminate on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status, or source of income in the sale, lease, rental, use or occupancy of the Property or any part thereof, except as permitted by applicable law.
The Developer shall devote the Property to one or more uses that are consistent with the Revised Plan for so long as the Revised Plan remains in effect.
For a period of ten (10) years commencing on the date the City issues the Certificate of Completion, the Developer shall operate the Property as a retail center or for those uses permitted under B3-2 zoning, or for a use approved in writing by the Commissioner in the Commissioner's sole discretion.
The Developer shall abide by the terms of the NFR Letter, if an NFR Letter is required pursuant to the terms of Section 21.
SECTION 14. TRANSFER OF PROPERTY; TRANSFER OF INTERESTS IN
DEVELOPER.
For purposes of this Section 14, "Profit" means the gross sales price at which the Developer sells the Property minus the dollar amount of any financing that encumbers the Property and which has been approved in writing by the City pursuant to Section 8.G. or Section 15.
Restriction on Transfer Prior to Issuance of Certificate of Completion. Prior to the City's issuance of the Certificate of Completion, as provided herein, the Developer may not, without the prior written consent of the Department, which consent shall be in the Department's .sole._and_absolute discretion:_(a)-merge,-Jiquidate-or-consolidate;-(-b)-directly- or indirectly-selly-lease (except in the ordinary course of business) or transfer all or any portion of the Property (including, without limitation, a transfer by assignment of any beneficial interest under a land trust); (c) permit the direct or indirect transfer of any ownership interests in the Developer; (d) enter into any transaction outside the ordinary course of business; or (e) directly or indirectly assign this Agreement. The Developer acknowledges and agrees that the Department may withhold its consent under this paragraph B. if, among other reasons, the proposed purchaser, transferee or assignee (or such entity's principal officers, members or directors) is in violation of any Laws, or if the Developer fails to submit sufficient evidence of the financial responsibility, business background and reputation of the proposed purchaser, transferee or assignee. In the event of a proposed sale, transfer, conveyance, lease or other disposition of all or any portion of the Property, the Developer shall provide the City copies of any and all sales contracts, legal descriptions, descriptions of intended use, certifications from the proposed purchaser, transferee or assignee, as applicable, regarding this Agreement and such other information as the City may reasonably request. The proposed purchaser, transferee or assignee must be qualified to do business with the City (including but not limited to anti-scofflaw requirement).
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C. Transfer of Property Prior to Commencement of Project Construction. If the
Developer sells the Property (or any portion thereof) prior to the commencement of Project
construction, the Developer shall pay to the City (by cashier's check or certified check) a dollar
amount equal to one hundred percent (100%) of the Profit. For purposes of this Section 14,
"commencement of Project construction" occurs when the Developer has satisfied all the
following conditions: (i) obtained all permits necessary for the construction of the Project; (ii)
begun a continuous program of physical on-site construction; and (iii) has entered into a written
contract with a general contractor for the construction of the Project that requires the Project to
be completed in accordance with the time frames set forth in this Agreement, as such time
frames may be amended pursuant to and in accordance with this Agreement.
Transfer of Property Following Commencement of Project Construction But Prior to Issuance of Certificate of Completion. If, following commencement of Project construction but prior to the City's issuance of the Certification of Completion, the Developer sells the Property (or any portion thereof), the Developer shall pay to the City (by cashier's check or certified check) a dollar amount equal to fifty percent (50%) of the Profit.
Transfer of Property Following Issuance of Certificate of Completion. After the City's issuance of the Certificate of Completion, the Developer shall be entitled to receive one hundred percent (100%) of any proceeds realized from the sale, transfer or financing of the Property.
SECTION 15. LIMITATION UPON ENCUMBRANCE OF PROPERTY.
Prior to the City's issuance of the Certificate of Completion, the Developer shall not, without the Department's prior written consent, which consent shall be in the Department's sole and absolute discretion, engage in any financing or other transaction which creates a financial encumbrance or lien on the Property, except for the purposes of obtaining: (a) funds necessary -to-acquire-the Property;-(b)-funds-related to-the -Eroof-of-Einancing-or- otherwise-necessary-to-construct the Project in substantial accordance with the Final Project Budget; and (c) after construction, funds necessary to own, maintain and operate the Property and the Project in accordance with the requirements of this Agreement. Commencing on the date of the City's issuance of the Certificate of Completion, no City consent shall be required for any type of financing or other transaction which creates a financial encumbrance or lien on the Property.
SECTION 16. MORTGAGEES NOT OBLIGATED TO CONSTRUCT
Notwithstanding any other provision of this Agreement or of the Deed, the holder of any mortgage authorized by this Agreement or any affiliate or nominee of such holder (the holder and any affiliate or nominee of such holder, a "Lender") shall not itself be obligated to construct or complete the Project, or to guarantee such construction or completion, but shall be bound by the other covenants running with the land specified in Section 17, and at the Closing shall execute a Subordination Agreement as provided in Section 8.J. If any such Lender succeeds to the Developer's interest in the Property prior to the issuance of the Certificate of Completion, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, and thereafter transfers its
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interest in the Property to another party (that is not also a mortgagee, its affiliate or nominee), such transferee shall be obligated to complete the Project, and shall also be bound by the other covenants running with the land specified in Section 17.
SECTION 17. COVENANTS RUNNING WITH THE LAND.
The parties agree, and the Deed shall so expressly provide, that the covenants provided in Section 11 (Commencement and Completion of Project), Section 13 (Restrictions on Use), and Section 14 (Transfer of Property; Transfer of Interests in Developer) and Section 15 (Limitation Upon Encumbrance of Property) will be covenants running with the land, binding on the Developer and its successors and assigns (subject to the limitations set forth in Section 16 above as to any permitted mortgagee, affiliate or nominee) to the fullest extent permitted by law and equity for the benefit and in favor of the City, and shall be enforceable by the City. The covenants provided in Section 11, and Section 13.1 shall terminate upon the issuance of the Certificate of Completion. The covenants contained in Section 13.2 and Section 13.5 shall remain in effect without limitation as to time. The covenants contained in Section 13.3 shall terminate upon the expiration of the Revised Plan, as such expiration may be amended from time to time in accordance with and pursuant to applicable law. The covenants contained in Section 13.4 shall terminate ten (10) years following the City's issuance of the Certificate of Completion. The covenants contained in Section 14 shall terminate on the date the City issues the Certificate of Completion, unless terminated in writing at an earlier date in the sole and absolute discretion of the Commissioner. The covenants contained in Section 15 shall terminate on the date the City issues the Certificate of Completion. All terminations referenced in this Section 17 shall occur as and when set forth herein and shall not require additional City action such as issuance of a release or further authorization by City Council.
SECTION 18. PERFORMANCE AND BREACH.
18.-1—Time of the-Essence. Timeisofthe-essence-in-each party-s per-formance of-their-
respective obligations under this Agreement.
Permitted Delays. The Developer shall not be considered in breach of its obligations under this Agreement in the event of a delay due to unforeseeable causes beyond the Developer's control and without the Developer's fault or negligence, including but not limited to, acts of God, acts of the public enemy, acts of the United States government, fires, floods, epidemics, quarantine restrictions, strikes, embargoes, material shortages, and unusually severe weather or delays of contractors or subcontractors due to such causes. The time for the performance of the obligations shall be extended only for the period of the delay and only if the Developer requests it in writing of the City within thirty (30) days after the beginning of any such delay.
Breach
a. Generally. If the Developer defaults in performing its obligations under this Agreement, the City shall deliver written notice of such default, after which the
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Developer shall have a 45-day cure period to remedy such default. If the default is not capable of being cured within the 45-day period, then provided the Developer has commenced to cure the default and is diligently proceeding to cure the default within the 45-day period, and thereafter diligently prosecutes such cure through to completion, then the 45-day period shall be extended for the length of time that is reasonably necessary to cure the default. If the default is not cured in the time period provided for herein, the City may institute such proceedings at law or in equity as may be necessary or desirable to cure and remedy the default, including but not limited to, proceedings to compel specific performance.
No notice or cure period shall apply to a failure to close by the respective dates as set forth in Section 3 herein, as such dates may have been extended by the Commissioner, in his sole and absolute discretion. Unless the failure to close is due to circumstances described in Section 18.2. above or caused by a breach by the City under the terms of this Agreement, such failure shall constitute an immediate "Event of Default". Failure to close by any of the dates set forth in Section 3 shall entitle the City to terminate this Agreement.
Event of Default. The occurrence of any one or more of the following shall constitute an "Event of Default" after written notice from the City (if required):
The Developer fails to perform any obligation of the Developer under this Agreement; which default is not cured pursuant to Section 18.3.a.; or
The Developer makes or furnishes a warranty, representation, statement or certification to the City (whether in this Agreement, an Economic Disclosure Form, or another document) which is not
true and-correct,-which default-is-not-cured--pursuant -to-Section
18.3.a.; or
A petition is filed by or against the Developer under the Federal Bankruptcy Code or any similar state or federal law, whether now or hereafter existing, which is not vacated, stayed or set aside within thirty (30) days after filing; or
Except as excused by Section 18.2 above, the Developer abandons or substantially suspends the construction work for a period of time greater than 60 days (no notice or cure period shall apply); or
Unless being contested in good faith by the Developer, the Developer fails to timely pay real estate taxes or assessments affecting the Property or suffers or permits any levy or attachment, material suppliers' or mechanics' lien, or any other lien or
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encumbrance unauthorized by this Agreement to attach to the Property, which default is not cured pursuant to Section 18.3(a); or
The Developer makes an assignment, pledge, unpermitted financing, encumbrance, transfer or other disposition in ,violation of this Agreement (no notice or cure period shall apply); or
The Developer's financial condition or operations adversely change to such an extent that would materially and adversely affect the Developer's ability to, complete the Project, which default is not cured pursuant to Section 18.3.a.; or
The Developer fails to perform, keep or observe any of the other covenants, promises, agreements, or obligations under this Agreement, including but not limited to, the covenants set forth in Sections 13 and 17 herein, or any other written agreement entered into with the City with respect to this Project, which default is not cured pursuant to Section 18.3.a.; or
Failure to close by the Closing Date, as such date may be extended by the Department in its sole and absolute discretion in accordance with Section 3 of this Agreement (no notice or cure period shall apply); or
Failure to commence or completion construction in accordance with the timeframes set forth in Section 11 of this Agreement.
Prior to Conveyance. Prior to the Closing, if an Event of Default occurs and is continuing, and the default is not cured in the time period provided herein, the City may terminate this Agreement, and retain the Developer's earnest money as the City's sole remedy.
After Conveyance. If an Event of Default occurs after the Closing but prior to the issuance of the Certificate of Completion, and the default is not cured in the time period provided for in this Section 18.3. the City may terminate this Agreement and exercise any and all remedies available to it at law or in equity; provided, however, that the City's damages for the Developer's breach of this Agreement shall be limited to Fifty Thousand Dollars ($50,000) if the Developer has not yet "Commenced Construction" (as defined below), and shall not be limited if the Developer has commenced construction. For purposes of this Section 18.3.d., "Commence Construction" means the Developer has "poured" the foundation, or any part of the foundation, for the Project. If there is an Event of Default for failure to complete the Project in accordance with the timeframe set forth in Section 11, then the City may terminate this Agreement and exercise any and all remedies available to it at law or in equity, including, without limitation, the right
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to re-enter and take possession of the City Land, terminate the estate conveyed to the Developer, revest title to the City Land in the City and record the Reconveyance Deed (the "Right of Reverter"); provided, however, the City's Right of Reverter shall be limited by, and shall not defeat, render invalid, or limit in any way, the lien of any mortgage authorized by this Agreement, and further provided that the City's damages relating to the Developer's failure to complete the Project in accordance with the timeframe set forth in Section 11 shall be limited to Fifty Thousand Dollars ($50,000). The damage limitations set forth in the two preceding sentences are not intended to, and shall not in any manner, amend, alter, limit or supersede (i) the Developer's liability, or the City's remedies, for a violation of any law, statute or judgment, or of any City ordinance (including, but not limited to, the City's Building Code), code, regulation or rule, (ii) the Developer's indemnification obligations (see Sections 20 and 21.4). or (iii) the insurance requirements set forth in Section 8.1. Such damage limitations are not intended to amend, alter, limit or supersede any law, statute or judgment, or any City ordinance, code, regulation or rule. If title to the City Land revests in the City pursuant to the Right of Reverter, the Developer shall be responsible for all real estate taxes and assessments which accrued during the period the City Land was owned by the Developer, and shall cause the release of all liens or encumbrances placed on the City Land (except those permitted by Section 15) during the period of time the City Land was owned by the Developer. The Developer will cooperate with the City to ensure that if the City records the Reconveyance Deed, such recording is effective for purposes of transferring title to the City Land to the City, subject only to those title exceptions that (i) were on title as of the date and time that the City conveyed the City Land to the Developer and (ii) utility easements.
Notwithstanding the foregoing to the contrary, prior to the City's exercise of its Right of Reverterr the~City shall provide written notice to the Developer of its intent to exercise its Right of Reverter. The City shall grant the Developer an additional period of time such that the Developer has a total of ninety (90) days (from the date of the initial notice of default) to cure the applicable Event of Default, and, if the default is not capable of being cured within such 90-day period, and provided the Developer has commenced to cure the default and is diligently proceeding to cure the default within the 90-day period, and thereafter diligently prosecutes such cure through to completion, then the 90-day period shall be extended for the length of time that is reasonably necessary to cure the default.
The City's Right of Reverter shall terminate on the date on which the City issues the Certificate of Completion.
Right to Cure by Lenders. In the event that an Event of Default occurs under this Agreement, and if, as a result thereof, the City intends to exercise any right or remedy available to it that could result in the termination of this Agreement
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(including, but not limited to, the Right of Reverter), the City shall send notice of such intended exercise to any Lender identified in Section 28, and such parties shall have the same rights as the Developer (but not the obligation) to cure such an Event of Default.
f. Waiver and Estoppel. Any delay by the City in instituting or prosecuting any actions or proceedings or otherwise asserting its rights shall not operate as a waiver of such rights or operate to deprive the City of or limit such rights in any way. No waiver made by the City with respect to any specific default by the Developer shall be construed, considered or treated as a waiver of the rights of the City with respect to any other defaults of the Developer.
SECTION 19. CONFLICT OF INTEREST; CITY'S AND DEVELOPER'S
REPRESENTATIVES NOT INDIVIDUALLY LIABLE.
The Developer warrants that no agent, official, or employee of the City shall have any personal interest, direct or indirect, in this Agreement or the Property, nor shall any such agent, official or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any entity or association in which he or she is directly or indirectly interested. No agent, official, or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or successor or on any obligation under the terms of this Agreement. It is expressly understood and agreed to by and between the parties hereto, anything herein to the contrary notwithstanding, that no individual member of the Developer, its officers, members of its board of directors, officials, agents, representatives or employees shall be personally liable for any of the Developer's obligations or any undertaking or covenant of the Developer contained in this Agreement.
SECTION 20 INDEMNIFICATION
The Developer agrees to indemnify, defend and hold the City harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses (including, without limitation, reasonable attorneys' fees and court costs) (collectively "Losses") suffered or incurred by the City arising from or in connection with: (1) a Developer Event of Default that has occurred; (2) the failure of the Developer or any of Developer's contractors, subcontractors or agents to pay contractors, subcontractors or material suppliers in connection with the construction of the Project; (3) the failure of the Developer to redress any misrepresentations or omissions in this Agreement or any other agreement relating hereto; and (4) any actions, including but not limited to, conducting environmental tests on the Property as set forth in Section 21 herein, resulting from any activity undertaken by the Developer on the Property prior to or after the conveyance of said Property to the Developer by the City; provided, however, the Developer shall have no obligation to indemnify the City for Losses to the extent such Losses are caused by the City or its agents. This indemnification shall survive any termination of this Agreement (regardless of the reason for such termination). Notwithstanding
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anything in this Agreement to the contrary, the Developer shall not have any liability due to the gross negligence or willful misconduct of the City.
SECTION 21. ENVIRONMENTAL MATTERS.
"AS IS" SALE. THE CITY MAKES NO COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT HAS HAD ADEQUATE OPPORTUNITY TO INSPECT AND EVALUATE THE STRUCTURAL, PHYSICAL AND ENVIRONMENTAL CONDITION AND RISKS OF THE PROPERTY AND ACCEPTS THE RISK THAT ANY INSPECTION MAY NOT DISCLOSE ALL MATERIAL MATTERS AFFECTING THE PROPERTY. THE DEVELOPER AGREES TO ACCEPT THE PROPERTY IN ITS "AS IS," "WHERE IS" AND "WITH ALL FAULTS" CONDITION AT CLOSING WITHOUT ANY COVENANT, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AS TO THE STRUCTURAL, PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. THE DEVELOPER ACKNOWLEDGES THAT IT IS RELYING SOLELY UPON ITS OWN INSPECTION AND OTHER DUE DILIGENCE ACTIVITIES AND NOT UPON ANY INFORMATION (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL STUDIES OR REPORTS OF ANY KIND) PROVIDED BY OR ON BEHALF OF THE CITY OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. THE DEVELOPER AGREES THAT IT IS ITS SOLE RESPONSIBILITY AND OBLIGATION TO PERFORM AT ITS EXPENSE ANY ENVIRONMENTAL REMEDIATION WORK (AS DEFINED BELOW) AND TAKE SUCH OTHER ACTION AS IS NECESSARY TO PUT THE PROPERTY IN A CONDITION WHICH IS SUITABLE FOR ITS INTENDED USE. "Environmental Remediation Work" means all investigation, sampling, monitoring, testing, removal, response, disposal,~storage; remediationrtreatment and other"activities"necessary to "obtain~an_NFR~Letter for the Property in accordance with the terms and conditions of the Remedial Action Plan Approval Letter for the Property issued by the Illinois Environmental Protection Agency ("ffiPA"), the SRP Documents (as defined below), all requirements of the IEPA and all applicable Laws, including, without limitation, all applicable Environmental Laws.
Right of Entry. The City shall grant the Developer the right, at its sole cost and expense, to enter the City Land pursuant one or more right of entry agreements to inspect the same, perform surveys, environmental assessments, soil and any other due diligence it deems necessary or desirable to satisfy itself as to the condition of the City Land. The Developer agrees to deliver to the City a copy of each report prepared by or for the Developer regarding the environmental condition of the City Land; provided, however, that such delivery shall not be deemed to be a representation or warranty as to the accuracy or completeness of any such report.
Environmental Remediation. The Developer shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to environmental matters. 2FM shall have the right to review and approve the sufficiency of the Phase I and Phase
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II ESAs. The City must be named in a reliance letter for all environmental assessment reports produced concerning the Property. Based on the Phase I ESA, RECs have been identified s in connection with the Property. Therefore, the Developer must obtain a Phase II ESA for the Property. The Phase II ESA must be approved by the City. The City shall have the right to review and approve the scope of work prior to the Phase II ESA. Upon the City's request, the Developer shall perform additional studies and tests for the purpose of determining whether any environmental or health risks would be associated with the development of the Project, including, without limitation, updating or expanding the Phase I ESA and performing additional Phase II ESA testing. If the Phase II ESA identifies contamination above residential remediation objectives as determined by Title 35 of the Illinois Administrative Code ("IAC") Part 742, then the Developer must enroll the Property (or any portion thereof) in the Illinois Environmental Protection Agency ("IEPA") Site Remediation Program ("SRP") to obtain a Final Comprehensive Residential No Further Remediation Letter (such final comprehensive residential no further remediation letter, an "NFR Letter"), unless the City determines that another type of NFR is allowed.
Any underground storage tanks ("USTs") identified must be removed and closed in accordance with applicable regulations including Title 41 of IAC Part 175 and any identified leaking USTs must be properly addressed in accordance with 35 IAC Part 734.
If the Developer enrolls (or is required to enroll) the Property (or any portion thereof) in the SRP, the Developer acknowledges and agrees that it may not commence construction on the Property until the IEPA issues a Remedial Action Plan Approval Letter ("RAP Approval Letter") for the Property, unless otherwise approved by the City.
Upon receipt of the RAP Approval Letter for the Property, the Developer covenants and agrees to complete all Remediation Work necessary to obtain an NFR Letter for the Property using all reasonable means. The City shall have the right to review in advance and approve all documents submitted to the IEPA-under-the-SRP—as-amended or supplemented-fronrtime to time, including, without limitation, the SRP Documents (as defined below) and any changes thereto, and the Developer's estimate of the cost to perform the Remediation Work. The Developer shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to environmental matters. The Developer shall bear sole responsibility for all aspects of the Remediation Work including, but not limited to, the removal of pre-existing building foundations, soil exceeding residential remediation objectives as determined by Title 35 of the IAC Part 742, demolition debris, and the removal or treatment of Hazardous Substances. The Developer shall bear sole responsibility for all costs of the Remediation Work necessary to obtain the NFR Letter, and the costs of any other investigative and cleanup costs associated with the Property. The Developer shall promptly transmit to the City copies of the Phase I ESA, and any other environmental documents required by the City or IEPA or prepared or received with respect to the Remediation Work, including, without limitation, any written communications delivered to or received from the IEPA or other regulatory agencies.
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The Developer acknowledges and agrees that the City will not permit occupancy until the IEPA has issued, and the Developer has recorded with the Cook County Recorder of Deeds and the City has approved, the NFR Letter for the Property (to the extent required), which approval shall not be unreasonably withheld.
"Hazardous Substances" means any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Laws, or any pollutant, toxic vapor, or contaminant, and shall include, but not be limited to, petroleum (including crude oil or any fraction thereof), any radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.
"SRP Documents" means all documents submitted to the IEPA under the SRP, as amended or supplemented from time to time, including, without limitation, the Comprehensive Site Investigation Report, Remediation Objectives Report, Remedial Action Plan, and Remedial Action Completion Report and any and all related correspondence, data and other information prepared by either party pursuant to Section 21.
The Developer must abide by the terms and conditions of the NFR Letter.
21.4 Release and Indemnification. The Developer, on behalf of itself and its officers, directors, employees, successors, assigns and anyone claiming by, through or under them (collectively, the "Developer Parties"), hereby releases, relinquishes and forever discharges the City, its officers, agents and employees (collectively, the "Indemnified Parties"), from and against any and all Losses which the Developer ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, foreseen or unforeseen, now existing or occurring after the Closing Date, based upon, arising out of or in any way connected with, .directly_or_indirectly (i) any-environmental-contamination,-pollution-or-hazards associated-with-the Property or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substance, or threatened release, emission or discharge of Hazardous Substance; (ii) the structural, physical or environmental condition of the Property, including, without limitation, the presence or suspected presence of Hazardous Substance in, on, under or about the Property or the migration of Hazardous Substance from or to other Property; (iii) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any governmental or regulatory body response costs, natural resource damages or Losses arising under CERCLA; and (iv) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"); provided, however, the foregoing release shall not apply to the extent such Losses are proximately caused by the gross negligence or willful misconduct of the City following the Closing Date. Furthermore, the Developer shall indemnify, defend (through an attorney reasonably acceptable to the City) and hold the
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Indemnified Parties harmless from and against any and all Losses which may be made or asserted by any third parties (including, without limitation, any of the Developer Parties) arising out of or in any way connected with, directly or indirectly, any of the Released Claims, except as provided in the immediately preceding sentence for the City's gross negligence or willful misconduct following the Closing Date. The Developer Parties waive their rights of contribution and subrogation against the Indemnified Parties.
Release Runs with the Property. The covenant of release in Section 21.4 above shall run with the Property, and shall be binding upon all successors and assigns of the Developer with respect to the Property, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the Property under or through the Developer following the date of the Deed. The Developer acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to enter into this Agreement, and that, but for such release, the City would not have agreed to convey the Property to the Developer. It is expressly agreed and understood by and between the Developer and the City that, should any future obligation of the Developer or Developer Parties arise or be alleged to arise in connection with any environmental, soil or other condition of the Property, the Developer and any of the Developer Parties shall not assert that those obligations must be satisfied in whole or in part by the City, because Section 21.4 contains a full, complete and final release of all such claims, except as provided in such section for the City's gross negligence or willful misconduct following the Closing Date.
Survival. This Section 21 shall survive the Closing Date or any termination of this Agreement (regardless of the reason for such termination).
SECTION 22. DEVELOPER'S EMPLOYMENT OBLIGATIONS.
22.1- Employment-Opportunity.-The Developer-agrees,-and shall-contractually obligate-
its various contractors, subcontractors and any affiliate of the Developer operating on the Property (collectively, the "Employers" and individually, an "Employer") to agree, that with respect to the provision of services in connection with the construction of the Project:
(a) Neither the Developer nor any Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, gender identity, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Section 2-160-010 et seg. of the Municipal Code of Chicago, as amended from time to time (the "Human Rights Ordinance"). The Developer and each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon the foregoing grounds, and are treated in a non-discriminatory manner with regard to all job related matters, including, without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer and
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each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Developer and each Employer, in all print solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon the foregoing grounds.
To the greatest extent feasible, the Developer and each Employer shall present opportunities for training and employment of low and moderate income residents of the City, and provide that contracts for work in connection with the construction of the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in, the City.
The Developer and each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including, without limitation, the Human Rights Ordinance, and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto.
The Developer, in order to demonstrate compliance with the terms of this Section 22.1, shall cooperate with and promptly and accurately respond to reasonable
. inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
The Developer and each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the construction of the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any affiliate
operating-on_the-Eroperty, -so-that-each such-provision-shall be-binding-upon-each-
contractor, subcontractor or affiliate, as the case may be.
Failure to comply with the employment obligations described in this Section 22.1 shall be a basis for the City to pursue remedies under the provisions of Section 18.
22.2 City Resident Employment Requirement. The Developer agrees, and shall contractually obligate each Employer to agree, that during the construction of the Project, the Developer and each Employer shall comply with the minimum percentage of total worker hours performed by actual residents of the City of Chicago as specified in Section 2-92-330 of the Municipal Code of Chicago (at least fifty percent); provided, however, that doing so does not violate a collective bargaining agreement of Developer or an Employer and that in addition to complying with this percentage, the Developer and each Employer shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.
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The Developer and the Employers may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the chief procurement officer of the City of Chicago.
"Actual residents of the City of Chicago" shall mean persons domiciled within the City of Chicago. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
The Developer and the Employers shall provide for the maintenance of adequate employee residency records to ensure that actual Chicago residents are employed on the construction of Project. The Developer and the Employers shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
The Developer and the Employers shall submit weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) to the Department in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Developer or Employer hired the employee should be written in after the employee's name.
The Developer and the Employers shall provide full access to their employment records to the chief procurement officer, the Department, the Superintendent of the Chicago Police Department, the inspector general, or any duly authorized representative thereof. The Developer and the Employers shall maintain all relevant personnel data and records for a period of at least three (3) years after the issuance of the Certificate of Completion.
At the direction of the Department, the Developer and the Employers shall provide affidavits and other supporting documentation to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer and the Employers to provide work for actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the chief procurement officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section 22.2 concerning the worker hours performed by actual Chicago residents.
If the City determines that the Developer or an Employer failed to ensure the fulfillment of the requirements of this Section 22.2 concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated1 above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section 22.2. If
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such non-compliance is not remedied in accordance with the breach and cure provisions of Section 18.3. the parties agree that 1/20 of 1 percent (.05%) of the aggregate hard construction costs set forth in the Final Project Budget shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer and/or the ^other Employers or employees to prosecution.
(i) Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement.
(j) The Developer shall cause or require the provisions of this Section 22.2 to be included in all construction contracts and subcontracts related to the construction of the Project.
22.3 Developer's MBE/WBE Commitment. The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the general contractor to agree, that during the construction of the Project:
Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et sea, Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority-and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seq., Municipal--Code-of Chicago_(the -"Construction-Erogram,"-and-collectively—with-the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Section 22.3, during the course of construction of the Project, at least 26% of the aggregate hard construction costs shall be expended for contract participation by minority owned businesses and at least 6% of the aggregate hard construction costs shall be expended for contract participation by women owned businesses.
For purposes of this Section 22.3 only:
(i) The Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670, Municipal Code of Chicago, as applicable.
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The term "minority-owned business" or "MBE" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
The term "women-owned business" or "WBE" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.
Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBE/WBE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture, or (ii) the amount of any actual work performed on the Project by the MBE or WBE); by the Developer utilizing a MBE or a WBE as the general contractor (but only to the extent of any actual work performed on the Project by the general contractor); by subcontracting or causing the general contractor to subcontract a portion of the construction of the Project to one or more MBEs or WBEs; by the purchase of materials or services used in the construction of the Project from one or more MBEs or WBEs; or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBE/WBE commitment as described in this Section 22.3. In accordance with Section 2-92-730, Municipal-Gode-of-Ghicago, the Developer-shall not substitute any MBE-or-WBE-general contractor or subcontractor without the prior written approval of the Department.
The Developer shall deliver quarterly reports to the City's monitoring staff describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Developer or the general contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the construction of the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining the Developer's compliance with this MBE/WBE commitment. The Developer shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the construction of the Project for at least five (5) years after completion of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on prior notice of at least five (5) business days, to allow the City to review the Developer's compliance with its commitment to
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MBE/WBE participation and the status of any MBE or WBE performing any portion of the construction of the Project.
Upon the disqualification of any MBE or WBE general contractor or subcontractor, if the disqualified party misrepresented such status, the Developer shall be obligated to discharge or cause to be discharged the disqualified general contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730, Municipal Code of Chicago, as applicable.
Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Section 22.3 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable.
22.4 Pre-Construction Conference and Post-Closing Compliance Requirements. Not less than fourteen (14) days prior to the Closing Date, the Developer and the Developer's general contractor and all major subcontractors shall meet with the Department monitoring staff regarding compliance with all Section 22 requirements. During this pre-construction meeting, the Developer shall present its plan to achieve its obligations under this Section 22, the sufficiency of which the City's monitoring staff shall approve as a precondition to the Closing. During the construction of the Project, the Developer shall submit all documentation required by this Section 22 to the City's monitoring staff, including, without limitation, the following: (a) subcontractor's activity report; (b) contractor's certification concerning labor standards and prevailing wage requirements; (c) contractor letter of understanding; (d) monthly utilization report; (e) authorization for payroll agent; (f) certified payroll; (g) evidence that MBE/WBE contractor associations have been informed of the Project via written notice and hearings; and (h) evidence of compliance with job creation/job retention requirements. Failure to submit such - doeumentation-on a timely-basisror-a-determination by-the-Gity's monitoring staff, upon analysis of the documentation, that the Developer is not complying with its obligations under this Section 22, shall, upon the delivery of written notice to the Developer, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (w) issue a written demand to the Developer to halt construction of the Project, (x) withhold any further payment of any City funds to the Developer or the general contractor, or (y) seek any other remedies against the Developer available at law or in equity.
SECTION 23. REPRESENTATIONS AND WARRANTIES.
23.1 Representations and Warranties of the Developer. To induce the City to execute this Agreement and perform its obligations hereunder, the Developer hereby represents and warrants to the City that as of the date of this Agreement, as of the Closing Date and as of the Closing Date, the following shall be true and correct in all respects:
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The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois with full power and authority to acquire, own and redevelop the Property, and the person signing this Agreement on behalf of the Developer has the authority to do so.
All certifications and statements contained in the Economic Disclosure Statement last submitted to the City by the Developer (and any legal entity holding an interest in the Developer) are true, accurate and complete.
The Developer's execution, delivery and performance of this Agreement and all instruments and agreements contemplated hereby will not, upon the giving of notice or lapse of time, or both, result in a breach or violation of, or constitute a default under, any other agreement to which the Developer, or any party affiliated with the Developer, is a party or by which the Developer or the Property is bound.
To the best of the Developer's knowledge, no action, litigation, investigation or proceeding of any kind is pending or threatened against the Developer, or any party affiliated with the Developer, and the Developer knows of no facts which could give rise to any such action, litigation, investigation or proceeding, which could: (a) affect the ability of the Developer to perform its obligations hereunder; or (b) materially affect the operation or financial condition of the Developer.
To the best of the Developer's knowledge, the Project will not violate: (a) any Laws, including, without limitation, any zoning and building codes and environmental regulations; or (b) any building permit, restriction of record or other agreement affecting the Property.
Representations and Warranties of the City. To induce the Developer to execute
this_Agreement and perform_its_obligations_hereunder, the City.hereby_represents andwarrants-to
the Developer that the City has authority under its home rule powers to execute and deliver this Agreement and perform the terms and obligations contained herein, and the person signing this Agreement on behalf of the City has the authority to do so.
Survival of Representations and Warranties. Each of the parties agrees that all of its representations and warranties set forth in this Section 23 or elsewhere in this Agreement are true as of the date of this Agreement and will be true in all material respects at all times thereafter, except with respect to matters which have been disclosed in writing and approved by the other party.
SECTION 24. PROVISIONS NOT MERGED WITH DEED.
The provisions of this Agreement shall not be merged with the Deed, and the delivery of the Deed shall not be deemed to affect or impair the provisions of this Agreement.
SECTION 25. HEADINGS.
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The headings of the various sections of this Agreement have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions thereof.
SECTION 26. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties and supersedes and replaces completely any prior agreements between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended in any manner other than by supplemental written agreement executed by the parties.
SECTION 27. SEVERABILITY.
If any provision of this Agreement, or any paragraph, sentence, clause, phrase or word, or the application thereof is held invalid, the remainder of this Agreement shall be construed as if such invalid part were never included and this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
SECTION 28. NOTICES.
Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the addresses set forth below by any of the following means: (a) personal service; (b) facsimile transmission, provided that there is written confirmation of such communications; (c) overnight courier; or (d) registered or certified first class mail, postage prepaid, return receipt requested:
If to the City: City of Chicago
Department of Planning and Development
121 North LaSalle Street
" Room 1000 City Hall Chicago, Illinois 60602 Attn: Commissioner Fax: 312-744-5892
With a copy to: City of Chicago
Department of Law 121 North LaSalle Street Room 600
Chicago, Illinois 60602 Attn: Real Estate Division Fax: 312-742-0277
If to the Developer: 51st & Ashland, L.L.C.
10320 South Harlem Avenue Palos Hills, Illinois 60465
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Attn: Sarnie Ata Fax:
With a copy to:
Attn:
Fax:
Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch by electronic means, respectively, provided that such electronic dispatch is confirmed as having occurred prior to 5:00 p.m. on a business day. If such dispatch occurred after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been given on the next business day. Any notice, demand or communication given pursuant to clause (c) shall be deemed received on the day immediately following deposit with the overnight courier. Any notice, demand or communication sent pursuant to clause (d) shall be deemed received three business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given.
SECTION 29. SUCCESSORS AND ASSIGNS.
Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall apply to and bind the successors and assigns of the parties.
SECTION 30. TERMINATION.
In the event that a closing has not occurred by the applicable outside closing date, or any
.extensionstherejQf_inthe Department's.sole and. absolute .discretion or notice.and cure period,
then the City may terminate this Agreement upon written notice to the Developer and retain the Performance Deposit.
SECTION 31. RECORDATION OF AGREEMENT.
The Developer shall record, or cause the Title Company to record, this Agreement at the Office of the Cook County Recorder of Deeds. The Developer shall pay the recording fees.
SECTION 32. CONSENT AND APPROVAL.
Except where otherwise specified, whenever the consent or approval of the City is required hereunder, such consent or approval shall not be unreasonably withheld, conditioned, or delayed.
SECTION 33. OTHER ACTS
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The parties agree to perform such other acts and to execute, acknowledge and deliver such other instruments, documents and materials as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
SECTION 34. BUSINESS RELATIONSHIPS.
The Developer acknowledges (1) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (2) that it has read such provision and understands that pursuant to such Section 2-156-030 (b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as described in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (3) notwithstanding anything to the contrary contained in this Agreement, that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
SECTION 35. PATRIOT ACT CERTIFICATION.
The Developer represents and warrants that neither the Developer nor any Affiliate thereof (as defined in the next paragraph) is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce or their successors, or ori any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List.
As used in the above paragraph, an "Affiliate" shall be deemed to be a person or entity related to the Developer that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with Developer, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.
SECTION 36. PROHIBITION ON CERTAIN CONTRIBUTIONS -
MAYORAL EXECUTIVE ORDER NO. 2011-4.
Developer agrees that Developer, any person or entity who directly or indirectly has an ownership or beneficial interest in Developer of more than 7.5 percent ("Owners"), spouses and domestic partners of such Owners, Developer's contractors (i.e., any person or entity in direct
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contractual privity with Developer regarding the subject matter of this Agreement) ("Contractors"), any person or entity who directly or indirectly has an ownership or beneficial interest in any Contractor of more than 7.5 percent ("Sub-owners") and spouses and domestic partners of such Sub-owners (Developer and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall not make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee (1) after execution of this Agreement by Developer, (2) while this Agreement or any Other Contract is executory, (3) during the term of this Agreement or any Other Contract between Developer and the City, or (4) during any period while an extension of this Agreement or any Other Contract is being sought or negotiated.
Developer represents and warrants that from the later to occur of (1) May 16, 2011, and (2) the date the City approached the Developer or the date the Developer approached the City, as applicable, regarding the formulation of this Agreement, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Developer agrees that it shall not: (1) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (2) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (3) Bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
Developer agrees that the Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Developer agrees that a violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011 -4 constitutes a breach and default under this Agreement, and under any Other Contract for which no opportunity to cure will be granted, unless the City, in its sole and absolute discretion, elects to grant such an opportunity to cure. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Agreement, under any Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Developer intentionally violates this provision or Mayoral Executive Order No. 2011-4 prior to the closing of this Agreement, the City may elect to decline to close the transaction contemplated by this Agreement.
For purposes of this provision:
"Bundle" means to collect contributions from more than one source, which is then delivered by one person to the Mayor or to his political fundraising committee.
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"Other Contract" means any other agreement with the City of Chicago to which Developer is a party that is (1) formed under the authority of chapter 2-92 of the Municipal Code of Chicago; (2) entered into for the purchase or lease of real or personal property; or (3) for materials, supplies, equipment or services which are approved or authorized by the City Council of the City of Chicago.
"Contribution" means a "political contribution" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
Individuals are "Domestic Partners" if they satisfy the following criteria:
they are each other's sole domestic partner, responsible for each other's common welfare; and
neither party is married; and
the partners are not related by blood closer than would bar marriage in the State of Illinois; and
each partner is at least 18 years of age, and the partners are the same sex, and the partners reside at the same residence; and
two of the following four conditions exist for the partners:
a. The partners have been residing together for at least 12 months.
The partners have common or joint ownership of a residence.
The partners have at least two of the following arrangements:
joint ownership of a motor vehicle;
a joint credit account;
a joint checking account;
a lease for a residence identifying both domestic partners as tenants.
d. Each partner identifies the other partner as a primary beneficiary in a will.
"Political fundraising committee" means a "political fundraising committee" as defined in Chapter 2-156 of the Municipal Code of Chicago, as amended.
SECTION 37. FAILURE TO MAINTAIN ELIGIBILITY TO DO BUSINESS WITH
THE CITY.
Failure by Developer or any controlling person (as defined in Section 1-23-010 of the Municipal Code of Chicago) thereof to maintain eligibility to do business with the City of Chicago as required by Section 1-23-030 of the Municipal Code of Chicago shall be grounds for termination of the Agreement and the transactions contemplated thereby. Developer shall at all times comply with Section 2-154-020 of the Municipal Code of Chicago.
SECTION 38. INSPECTOR GENERAL.
It is the duty of every officer, employee, department, agency, contractor, subcontractor, developer and licensee of the City, and every applicant for certification of eligibility for a City
31
contract or program, to cooperate with the City's Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56, respectively, of the Municipal Code of Chicago. The Developer understands and will abide by all provisions of Chapter 2-56 of the Municipal Code of Chicago.
SECTION 39. 2014 CITY HIRING PLAN.
The City is subject to the June 16, 2014 "City of Chicago Hiring Plan" (as amended, the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees of the City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Developer.
Developer will not condition, base, or knowingly prejudice or affect any term or aspect to the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
In the event of any communication to Developer by a City employee or City official in violation of subparagraph (ii) above, or advocating a violation of subparagraph (iii) above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General (the "OIG"). and also to the head of the relevant City Department utilizing services provided under this Agreement. Developer will also cooperate with any inquiries by the OIG.
SECTION 40. COUNTERPARTS.
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This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute a single, integrated instrument.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on or as of the date first above written.
CITY OF CHICAGO,
an Illinois municipal corporation and home rule unit of government
By:
David L. Reifman Commissioner
Department of Planning and Development
51st & ASHLAND, L.L.C.,
an Illinois limited liability company
By:
Sarnie Ata Manager
34
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that David L. Reifman, the Commissioner of the Department of Planning and Development of the City of Chicago, an Illinois municipal corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and being first duly sworn by me acknowledged that as Commissioner, he signed and delivered the instrument pursuant to authority given by the City of Chicago, as his free and voluntary act and as the free and voluntary act and deed of the City, for the uses and purposes therein set forth.
GIVEN under my notarial seal this day of , 20 .
NOTARY PUBLIC
35
|1010|
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, do hereby certify that Sarnie Ata, personally known to me to be the manager of 51st & Ashland, L.L.C., an Illinois limited liability company, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and, being first duly sworn by me, acknowledged that s/he signed and delivered the foregoing instrument pursuant to authority given by said company, as her/his free and voluntary act and as the free and voluntary act and deed of said company, for the uses and purposes therein set forth.
GIVEN under my notarial seal this day of , 20 .
NOTARY PUBLIC
36
EXHIBIT A TO REDEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF CITY LAND
(Subject to final title commitment and survey)
LOTS 19, 20 AND 21 (EXCEPT THAT PART THEREOF LYING EAST OF A LINE 50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID SECTION 7 CONVEYED TO CITY OF CHICAGO BY DEED RECORDED AS DOCUMENT 9584221) IN BLOCK 49 IN CHICAGO UNIVERSITY SUBDIVISION OF THE SOUTH V2 OF THE NORTHEAST % AND THE WEST Va OF THE SOUTH '/2 OF THE NORTH '/2 OF THE NORTHEAST % AND THE NORTHWEST Va OF THE NORTHWEST Va OF THE NORTHEAST Va AND THE SOUTHEAST Va OF THE NORTHWEST Va OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 14 OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
P.LN.s: 20-07-230-036-0000 20-07-230-037-0000 20-07-230-038-0000
Commonly known as: 5044-48 South Ashland Avenue, Chicago, Illinois 60609
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EXHIBIT A-l TO REDEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF DEVELOPER PARCEL
(Subject to final title commitment and survey)
[To come]
P.I.N.s: 20-07-230-035-0000 20-07-230-039-0000 20-07-230-040-0000 20-07-230-041-0000
Commonly known as: 5042 and 5050-58 South Ashland Avenue, Chicago, Illinois 60609
38
EXHIBIT B TO REDEVELOPMENT AGREEMENT
NARRATIVE DESCRIPTION OF PROJECT
The Developer shall develop on the Property a 9,900 sq. ft. retail strip center, with nineteen (19) on-site surface parking spaces. It is anticipated that the Project will create a total of twenty (20) full-time and part-time jobs, as well as forty (40) to sixty (60) construction jobs.
39
EXHIBIT C TO REDEVELOPMENT AGREEMENT WORKING DRAWINGS AND SPECIFICATIONS
[To come]
40
>
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
«/Vchiand LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is: lcf^ the Applicant OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(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: 5044-5048 S, Ashland ,
Chicago, il bo^oq
Telephone:^ — ^—rvxf —J Email:
Name of contact person: Qirfl'-fl tW~Q
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of
property, if applicable): fOHH ~Y£ S.
Which City agency or department is requesting this EDS?.
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Ver.2017-1 Page 1 of 14
SECTION H - DISCLOSURE OF OWNERSHIP INTERESTS A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
3 Person Limited liability company
] Publicly registered business corporation [ ] Limited liability partnership
] Privately held business corporation [ j 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:
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No p^Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a
Page 2 of14
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Hame ^ x. 1 niMHiwM-AAiress Percentage Interest in the Applicant
flfllrfe rVfo ! ic 7 lfo9o
SECTION HI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ JYes CP$o
Does the Disclosing Party reasonably expect to provide any income or compensation to any City/ elected official during the 12-month period following the date of this EDS? [ ] Yes (JflkNo
If "yes" to either of the above, please identify below the name(s) of such City elected officials) and describe such income or compensation:
Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ] Yes £^4No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interests).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 14
Name (indicate whether Business retained or anticipated Address to be retained)
SfeeMfadrvKinh
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is not an acceptable response.
(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC 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 oXlNo []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
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 14
3. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(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, during the 5 years before 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 subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 14
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 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 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 subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any 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 ELCS 5/33E-3; (2) bid-rotating in violation of720 ILCS 5/33E^l; 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 a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant 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 MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
10. [FOR APPLICANT ONLY] The Applicant 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
Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2017-1 Page 6 of 14
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. 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:
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.
12. 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 date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
Ul&
13. 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 $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
bUfic :
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ cf^isnot
a "financial institution" as defined in MCC Section 2-32-455(b).
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 MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. 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."
Page 7 of 14
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
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 FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, 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 0Xf 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 ), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ]Yes [ ]No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 14
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 (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
o(_l . The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2- The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, 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, as amended, 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
Ver.2017-1 Page 9 of 14
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.
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," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
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 [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 14
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
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 Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance 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 this ordinance.
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 City transactions. 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 in, and appended to, this EDS maybe made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter
1 -23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-1,54-020.
Page 11 of 14
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and Appendices A and B (if applicable), on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and Appendices A and B (if applicable), are true, accurate and complete as of the date furnished to the City.
5t^^Attend ux
(Print or type exact legal name of Disclosing Party)
l^2^gn-here)
Sarnie Ma
(Print or type name of person signing)
(Print or type title of person signing)
Signed and sworn to before me on (date) > \ ~ (\~
Notary Public
Commission expires:
N"'.n 1 KUDIIC - oiaw ui mi"""
My Commission Eapirei Miy 21,. 2019
t m w
Page 12 of 14
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%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC 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 die following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% 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 CDtfNo
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 14
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDTXB
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ]Yes O$io
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ]Yes [ ]No C3>^*he Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 14
Economic Disclosure Statement And Affidavit Attachment
Section IV
Law Office of Sarnie Ata
^i(\\-]C>if C Gilco Plumbing
at\V'^^ Mars Electric'toc-
Concrete Finishers
M-Plus Construction
ates Construction
^pG ^ Alfredo Landscaping
10320 S.Harlem Ave. Palos Hills, IL 60465
400 W. 76th St, #733 Chicago, IL 60620
140 Old Creek Rd. Palos Hills, IL 60464
473FullertonAve. Elrahurat, IL 60126
4860 W. Newport Ave. #1 Chicago, IL 60641
4635 N. Damen Ave. Chicago, IL 60625
8913 W. 24th St. Riverside, IL 60546
2235 Webster Ln. Des Plaines, IL 60018
Fee Waived
Subcontractor $150,000.00 t£\\r/)ty^6
Subcontractor $90,000.00 (£^0^
$100,000.60 -p&wcMc)
$70,000.00 $80,000.00 ^Midget
ft
$80,000.00 cSfjfMCtteo' $20,000.00 ^Mmkrl