OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
January 17, 2018
TO THE HONORABLE, THE CI TY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request of the Commissioner of Planning and Development, I transmit herewith ordinance authorizing an amendment to a previously executed redevelopment agreement with 300 East 51st LLC/Urban Juncture, Inc.
Your favorable consideration of this ordinance will be appreciated.
Very truly yours,
Mayor
O R DI NANCE
WHEREAS, pursuant to an ordinance adopted by the City Council ("City Council") of the City of Chicago (the "City") on May 12, 2010 and published at pages 89963 to 90056 of the Journal of the Proceedings of the City Council (the "Journal") of such date, as amended on June
2012, and published at pages 29320 to 29428 of the Journal for that date, the City, through its Department of Housing and Economic Development ("HED"), now known as the Department of Planning and Development ("DPD"), 300 East 51st LLC, an Illinois limited liability company ("Developer"), Urban Juncture, Inc., an Illinois corporation, and 320 East 51st LLC, an Illinois limited liability company, the last two entities both being affiliates of the Developer ("Developer Affiliates"), entered into the 300 East 51st LLC Redevelopment Agreement ("RDA"), dated September 26, 2012 and recorded in the Office of the Recorder of Deeds of Cook County, Illinois as Document No. 1227712309 on October 3, 2012: and
WHEREAS, pursuant to the RDA, Developer was to rehabilitate an approximately seventeen thousand square foot building on real property which is commonly known as 300-314 East 51st Street into four food related businesses, among other things (the "Project"); and
WHEREAS, Developer and the City entered into the that certain First Amendment to 300 East 51st Redevelopment Agreement dated as of December 14", 2015 (the "First Amendment"), which was recorded with the Recorder of Deeds of Cook County on December
2015 as Document No. 11536234046 pursuant to which the parties agreed to extend the completion date of the Project, among other things; and
WHEREAS, 320 East 51st LLC has been dissolved and its assets have been transferred to the Developer; and
WHEREAS, In order to facilitate completion of the Project, the City and Developer now desire to amend the RDA to (i) extend the completion date of the Project from September 30, 2015 to September 30, 2019; (ii) amend the manner by which the remaining City funds will be reimbursed to the Developer for TIF funded improvements; (iii) remove the parking lot obligation from the RDA and (iv) remove 320 East 51st LLC as a party, among other things; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1. The above recitals are incorporated herein and made a part hereof.
SECTION 2. The RDA shall be amended as indicated in the second amendment to the RDA, substantially in the form as attached hereto as Exhibit A (the "Second Amendment").
SECTION 3. The City ratifies the dissolution of 320 East 51st LLC and the transfer of its assets to the Developer.
SECTION 4. The Commissioner of DPD or a designee of the Commissioner are each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Second Amendment, and to execute such agreements and instruments, and perform any and all acts as shall be necessary or advisable in connection with the Second Amendment.
SECTION 5. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code of Chicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance
SECTION 6. This ordinance shall be in full force and effect immediately upon its passage and approval.
S:\SHARED\Finance\Cuisine of the Diaspora\Second Amendment to RDA\Second Amendment
Ordinance.docxv.2.docx
Exhibit A
Second Amendment
This agreement was prepared by
and after recording return to:
Charles E. Rodgers, Jr., Esq.
City of Chicago
Department of Law
121 North LaSalle Street, Room 600
Chicago, Illinois 60602
SECOND AMENDMENT TO
300 EAST 51st LLC REDEVELOPMENT AGREEMENT
This Second Amendment to 300 East 51st LLC Redevelopment Agreement (this "
Second Amendment") is made as of this day of , 201_, the date that the
conditions described in Article II of this Second Amendment have been complied with to the City's, satisfaction (the "Effective Date") by and between the City of Chicago, an Illinois municipal corporation (the "City"), acting by and through its Department of Planning and Development ("DPD"), and 300 East 51st LLC , an Illinois limited liability company (the "Developer"), Urban Juncture, Inc., an Illinois not-for-profit corporation, an affiliate of Developer ("Urban Juncture"), the City, Developer and Urban Juncture are at times referred herein as "Parties",
RECITALS
A. Developer, Urban Juncture, 320 East 51st LLC, an Illinois liability company, an affiliate of Developer ("320 East") and the City have entered into the 300 East 51st Redevelopment Agreement dated as of September 26, 2012 (the "RDA"), which was recorded with the Recorder of Deeds of Cook County on October 3, 2012 as Document No. 1227712309 pursuant to which the City provided financing to assist Developer in completing the Project (as defined in the RDA), which is located on the property described in Exhibit A attached hereto (the "Property").
Developer and the City have entered into the that certain First Amendment to 300
East 51st Redevelopment Agreement dated as of December 14, 2015;(the "First Amendment"), which was recorded with the Recorder of Deeds of Cook County on December 28, 2015 as Document No. 11536234046 pursuant to which the parties agreed to extend the completion date of the Project, among other things. Capitalized terms not otherwise defined in this Second Amendment shall have the meanings given them in the RDA, as amended by the First Amendment.
All of the assets of 320 East have been transferred to Developer and 320 East has been dissolved.
In order to facilitate completion of the Project and prevent the Developer from incurring additional debt, the Parties desire to further amend the RDA to, among other things, change the completion date for the Project, change the manner in which future disbursements City Funds will be made, and to remove Developer's obligation to construct a parking lot.
The Parties acknowledge that to date the City has reimbursed Developer in the amount of $1,000,000 in City Funds for TIF funded improvements pursuant to the RDA.
The City Council of the City, pursuant to an ordinance adopted on
, 2018, authorized this Second Amendment.
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 hereto agree as follows:
ARTICLE I. RECITALS
The foregoing recitals are hereby incorporated into this Amendment by reference and made a contractual part hereof.
ARTICLE II. CLOSING CONDITIONS
The effectiveness of this Second Amendment is subject to the covenants and agreements contained herein, and the satisfaction of the following conditions (collectively, the "Closing Conditions"):
Amendment. The execution of this Second Amendment by all parties and the recording of this Second Amendment by the Developer at its expense; -
Title. The Developer has furnished the City with a date down endorsement to the Title Policy for the Property, certified by the Title Company, dated within ten days before the date this Second Amendment is signed, showing the Developer as the named insured, satisfying the requirements described in Section 5.05 of the RDA and noting the recording of this Second Amendment as an encumbrance against the Property;
Evidence of Clean Title. The Developer, at its own expense, has provided the City with searches, updated within twenty days before the date this Second Amendment is signed, as described under Section 5.06 of the RDA, showing no liens against the Developer and Urban Juncture, the Property or any fixtures now or hereafter affixed thereto, except for the
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Permitted Liens;
Opinion of the Developer's Counsel. The Developer has furnishedThe City with an opinion of counsel, substantially in the form attached as Exhibit J to the RDA, with such changes as required by or acceptable to Corporation Counsel;
Corporate Documents: Economic Disclosure Statement. The Developer and Urban Juncture have delivered to the City the following documents accompanied by a certificate of the secretary or authorized officer of each entity certifying them as true, correct and complete copies that have not been amended or modified: (i) Articles of Organization or Articles of Incorporation, as applicable, (ii) good standing certificate, (iii) written consent or resolutions authorizing the execution of this Second Amendment, (iv) evidence of incumbency, and (v) operating agreement or bylaws, as applicable. The Developer and Urban Juncture have delivered Economic Disclosure Statement(s), in the City's then current form, dated the date hereof.
ARTICLE III. AMENDMENTS TO AGREEMENT
A. Definitions.
A.1 The definition for "Approved Food Related Business" shall be deleted in its entirety and replaced with the following:
"Approved Food Related Business" means the Jerk Shack, lyanze Bronze, or any other City approved food related business and any substitute restaurant venue approved by the City, provided that carry-out restaurant serving primarily take-out foods shall occupy no more than 1,000 square feet of leasable retail space in the Project."
A.2 The definitions for City Note One, City Note Two and City Note Three are
deleted.
A.3 The definition for "Initial Certificate" shall be deleted in its entirety and replaced with the following:
"Initial Certificate" shall mean the Certificate of Completion of Rehabilitation to be issued by the City upon completion of the initial phase of the Project as described in Section 7 01 hereof which includes construction of the tenant-build outs for the Jerk Shack, lyanze Bronze (or any substitute food related business approved by the City) and Office Incubator."
A.4 The definition of "Certificate of Substantial Completion" is added to the definition section as follows:
"Certificate of Substantial Completion" shall mean the Certificate of Completion of Rehabilitation to be issued by the City upon completion of the third City approved business."
A.5 The definition of "City Funds" shall be deleted in its entirety and replaced with the following:
"City Funds" shall mean the maximum amount of $3,000,000 of TIF assistance
derived from Available Incremental Taxes."
Recitals.
B.1. Section D of the recitals is amended by removing the accessory surface parking lot to be constructed on the Parking Lot Property and the City Property from the description of the Project
B.2. Section D is further amended by deleting the following sentence:
The Approved Food Related Businesses currently planned for the Facility are (i) Bronzeville Fresh Produce ("BF Produce"), a purveyor of fresh fruits and vegetables; (ii) Majani 310, a restaurant specializing in vegetarian food ("Vegetarian"); (iii) a southern breakfast and lunch restaurant ("Southern Breakfast"), and (iv) Bronzeville Jerk Shack, a carry-out restaurant and catering business specializing in traditional Caribbean jerk food ("Jerk Shack").
and replacing it in its entirety with the following:
The Approved Food Related Businesses currently planned for the Facility are (i) Bronzeville Jerk Shack, a carry-out restaurant and catering business specializing in traditional Caribbean jerk food ("Jerk Shack"); (ii) lyanze Bronze, a full service dining restaurant and catering business specializing in West African cuisine or such other food related business as is approved by the City; (iii) a third food related business to be determined at a later time; and (iv) a fourth food related business to be determined at a later time.
The Project.
Section 3.01 is deleted in its entirety and replaced with the following section:
"3.01 The Project. With respect to the Facility, the Developer shall, pursuant to the Plans and Specifications and subject to the provisions of Section 18 17 hereof, "(i) commence construction no later than September 30, 2013 (the "Construction Commencement Date") (ii) complete construction and conduct business operations thereon relative to all four (4) Approved Food Related Business no later than September 30, 2019. Notwithstanding anything herein contained to the contrary, the parties acknowledge that the community garden currently situated on the Community Garden Property may eventually be relocated, subject to prior written consent of DPD, to another site within the Bronzeville community to permit the future development of the Community Garden Property with additional retail and commercial uses "
. D. Exhibit M-1, M-2, M-3
D.1. All references to City Note One, City Note Two and City Note Three are
deleted.
D.2. City Note One, City Note Two, and City Note Three are hereby cancelled and have been returned to the possession of the City.
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E. Financing.
Notwithstanding Section 4 of the RDA, the City agrees that the remaining $2,000,000 in City Funds will be reimbursed to Developer in four (4) releases as follows:
E. 1. At the closing on this Second Amendment, the City will deposit up to a maximum amount of $800,000 in an escrow account for TIF funded improvements related to the completion of the Jerk Shack and Office Incubator ("First Release"). Funds deposited in escrow will be disbursed to the Developer to reimburse the Developer for the costs of TIF Funded Improvements incurred in connection with the rehabilitation of the building core and shell and build out of the Jerk Shack and Office Incubator upon the delivery to the City of documentation substantiating such costs.
E. 2. Subsequent to the closing on this Second Amendment, the City will deposit up to a maximum amount of $200,000 in an escrow account for TIF funded improvements related to the construction of lyanze Bronze or such other food related business as is approved by the City ("Second Release") for the second tenant build-out. In order for the Second Release to occur, Developer must have submitted to the City, and the City shall have approved, a fully executed lease with the tenant, plans and specifications for the tenant improvement work and a budget for the tenant improvement work, as attached on Exhibit B(1). Disbursements from the escrow will be made on a quarterly basis during construction of the tenant improvements to pay or reimburse the Developer for costs of the tenant improvements that are TIF Funded Improvements and other Redevelopment Project Costs as described in the approved budget. Such disbursements shaii be made upon the delivery by the Developer to the City of a written requisition, accompanied by such support documentation as the City may require. Disbursement of the final 20 percent of the maximum amount of $200,000 of the Second Release shall be subject to the issuance by the City of the Initial Certificate and the provision by the Developer to the City of written evidence to the satisfaction of DPD substantiating the costs as TIF Funded Improvements for the build-out of lyanze Bronze or such other food related business as is approved by the City. Such evidence shall include, but is not limited to, Owner's Sworn Statement, Contractor's Sworn Statement, escrow ledger payment, double sided copies of checks, copies of invoices and a copy of the issuance of a business license by the tenant.
E.3. Upon commencement of the third tenant build-out for an Approved Food Related Business, the City will deposit up to a maximum amount of $500,000 into an escrow account to reimburse Developer for TIF Funded Improvements ("Third Release"). In order for the Third Release to occur, Developer must have submitted to the City, and the City shall have approved, a fully executed lease with the tenant, plans and specifications for the tenant improvement work and a budget for the tenant improvement work, as attached on Exhibit B(2). Disbursements from the escrow will be made on a quarterly basis during construction of the tenant improvements to pay or reimburse the Developer for costs of the tenant improvements that are TIF Funded Improvements and other,Redevelopment Project Costs as described in the approved budget. Such disbursements shall be made upon the delivery by the Developer to the City of a written requisition, accompanied by such support documentation as the City may require. Disbursement of the final 20 percent of the maximum amount of $500,000 of the Third Release shall be subject to the issuance by the City of the Substantial Completion and the provision by the Developer to the City of written evidence to the satisfaction of DPD substantiating the costs as TIF
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Funded Improvements for third tenant build-out or such other food related business as is approved by the City. Such evidence shall include, but is not limited to, Owner's Sworn Statement, Contractor's Sworn Statement, escrow ledger payment, double sided copies of checks, copies of invoices and a copy of the issuance of a business license by the tenant
4. Upon commencement of the fourth tenant build-out, the City will release the final payment which shall be in a maximum amount equal to the sum of Two Million Dollars minus the amounts of Release One, Release Two, and Release Three into said escrow account to reimburse Developer for TIF Funded Improvements related to the Project ("Fourth Release"). In order for the Fourth Release to occur, Developer must have first obtained the Initial Certificate. In addition, Developer must have submitted to the City, and the City shall have approved, a fully executed lease with the tenant, plans and specifications for the tenant improvement work and a budget for the tenant improvement work, as attached on Exhibit B(3). Disbursements from the escrow will be made on a quarterly basis during construction of the tenant improvements to pay or reimburse the Developer for costs of the tenant improvements that are TIF Funded Improvements and other Redevelopment Project Costs as described in the approved budget. Such disbursements shall be made upon the delivery by the Developer to the City of a written requisition, accompanied by such support documentation as the City may require. Disbursement of the final 20 percent of the maximum amount of $500,000 of the Fourth Release shall be subject to the issuance by the City of the Final Certificate and the provision by the Developer to the City of written evidence to the satisfaction of DPD substantiating the costs as TIF Funded Improvements for third tenant build-out or such other food related business as is approved by the City. Such evidence shall include, but is not limited to, Owner's Sworn Statement, Contractor's Sworn Statement, escrow ledger payment, double sided copies of checks, copies of invoices and a copy of the issuance of a business iicense by the tenant.
F. Completion of Construction or Rehabilitation.
1. Section 7.01 of the RDA is hereby deleted in its entirety and replaced with
the following:
"7.01 Initial Certificate of Completion of Rehabilitation
DPD shall, upon Developer's written request, issue to the Developer a certificate in recordable form (the "Initial Certificate") certifying that the Developer has fulfilled its obligation to complete the initial phase of the Project in accordance with the terms of this Agreement. Completion of the initial phase of the Project shall be deemed to have occurred upon the occurrence of the following:
(i) completion, of the work (as evidenced by the issuance of a certificate of
occupancy (temporary or final) from the City's Department of Buildings for the shell and core of
the Facility and the tenant-build outs of the Jerk Shack, lyanze Bronze, and Office Incubator,
(ii) completion of the landscaped community garden on property approved
by the City;
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DPD shall receive written confirmation that Developer is in complete compliance with requirements for Prevailing Wage (Section 8.09), Employment Opportunity (Section 10.01), City Residency Employment (Section 10.02) and MBE/WBE Program (Section 10.03); together with the other requirements referred to as the "City Human Rights Requirements" from the City Monitoring and Compliance Unit with respect to the work described in clauses (i) and (ii) above; and
DPD shall confirm that Jerk Shack (or any substitute food related business approved by the City) and Office Incubator are fully operational as restaurants and other food related retail/office venues by evidence submitted by the Developer which shall include signed leases and rent rolls for said businesses; Response to Developer Request for Initial Certificate: DPD shall respond to the Developer's written request for an Initial Certificate within forty-five (45) days from receiving the Developer's written request by (A) issuing the Initial Certificate or (B) a written statement detailing the ways in the Initial Phase of the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer in order to obtain the Initial Certificate. The Developer may resubmit a written request for the Initial Certificate upon completion of such measures."
F.2. Section 7.02 of the RDA is deleted in its entirety and replaced with the
following:
"7.02 Substantial Certificate of Completion of Rehabilitation
DPD shall, upon Developer's written request, issue to the Developer a certificate in recordable form (the "Substantial Certificate") certifying that the Developer has fulfilled its obligation to complete the intermediary phase of the Project in accordance with the terms of this Agreement. Completion of the intermediary phase of the Project shall be deemed to have occurred upon the occurrence of the following:
completion of the work (as evidenced by the issuance of a certificate of occupancy (temporary or final) from the City's Department of Buildings for the tenant-build out of the third food related business,
DPD shall receive written confirmation that Developer is in complete compliance with requirements for Prevailing Wage (Section 8.09), Employment Opportunity (Section 10.01), City Residency Employment (Section 10.02) and MBE/WBE Program (Section 10.03); together with the other requirements referred to as the "City Human Rights Requirements" from the City Monitoring and Compliance Unit with respect to the work described in clauses (i) and (ii) above; and
DPD shall confirm that Jerk Shack (or any substitute food related business approved by the City), Office Incubator, second food related business, and the third food related business are fully operational as restaurants and other food related retail/office venues by evidence submitted by the Developer which shall include signed leases and rent rolls for said businesses;
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Response to Developer Request for Substantial Certificate: DPD shall respond to the Developer's written request for a Substantial Certificate within forty-five (45) days from receiving the Developer's written request by-(A) issuing the Substantial Certificate or (B) a written statement detailing the ways in the intermediary phase of the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer in order to obtain the Substantial Certificate. The Developer may resubmit a written request for the Substantial Certificate upon completion of such measures."
F.2. Section 7.03 is added to the RDA as follows:
" 7.03 Final Certificate of Completion of Rehabilitation
DPD shall, upon Developers written request, issue to the Developer a certificate in recordable form (the "Final Certificate") certifying that the Developer has fulfilled its obligation to complete rehabilitation of the Project in accordance with the terms of this Agreement. Completion of the Project shall be deemed to have occurred upon the occurrence of the following:
completion of the initial phase of the Project as evidenced by the Initial
Certificate;
completion of the intermediary phase of the Project as evidenced by the Substantial Certificate;
(iii) completion of the tenant-build out for all four (4) Approved Related
Businesses and the Office Incubator to be located at the Facility pursuant to this Agreement as
evidenced by certificates of occupancy by the City's Department of Buildings;
(iv) completion on the Facility of the production roof;
DPD shall receive written confirmation that Developer is in complete compliance for the entire Project with requirements for Prevailing Wage (Section 8.09), Employment Opportunity (Section 10.01), City Residency Employment (Section 10.02) and MBE/WBE Program (Section 10.03); together with the other requirements referred to as the "City Human Rights Requirements" from the City Monitoring and Compliance Unit with respect to the work described in clauses (i), (ii), (iii) and (iv) above which shall be in the form of a construction close out letter from such unit;
DPD shall confirm that all four (4) of the Approved Food Related Businesses and the Office Incubator are fully operational as restaurants or other food related retail/office venues by evidence submitted by the Developer which shall include copies of business licenses from tenants, signed leases and rent rolls for all four Approved Related Business and the Office Incubator;
DPD shall receive written confirmation from the City Department of Environment ("DOE") that the Developer has submitted a copy of the LEED Checklist for the Project, obtained written evidence of registration with the U.S. Green Building Council and satisfied City environmental requirements for matters regarding environmental sustainability; and
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(viii) Developer shall have performed a Limited Subsurface Investigation of the Parking Lot Property, Community Garden Property and the City Property, the results of which must be satisfactory to the City and has followed all applicable environmental laws-'and regulations regarding remediation including obtaining a No Further Action letter from the Illinois Environmental Protection Agency if Hazardous Materials are discovered.
Response to Developer Request for Final Certificate: DPD shall respond to the Developer's written request for a Final Certificate within forty-five (45) days from receiving the Developer's written request by (A) issuing the Final Certificate or (B) a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer in order to obtain the Final Certificate. The Developer may resubmit a written request for the Final Certificate upon completion of such measures."
F.3 The following section is added to the RDA as Section 8 26. TIF Assistance Forfeiture
"Developer agrees that,if the Project is not complete by September 30, 2019, and the Developer has not obtained a Final Certificate from the City by the aforementioned date, the City may reduce the amount of TIF assistance by $500,000 in addition to any remedy specified in the RDA. However, the Commissioner, in his sole discretion, may extend the Project completion date by 90 days upon written request from the Developer.
F.4 Section 15.02 Remedies of the RDA is deleted in its entirety and replaced with the following:
"15.02 Remedies. Upon the occurrence of an Event of Default, the City may terminate this Agreement and all related agreements, may suspend disbursement of City Funds and may seek reimbursement of City Funds. The City may, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any available remedy."
ARTICLE IV.
COVENANTS, REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Developer covenants, represents and warranties that:
such party has the right, power and authority to enter into, execute, deliver and perform this Second Amendment. The execution, delivery and performance by such party of this Second Amendment have been duly authorized by all necessary action, and do not and will not violate its Articles of Organization, Articles of Incorporation, Operating Agreement or Bylaws, as applicable, any applicable provision' of law, or constitute a breach of, default under or require the consent under any agreement, instrument or document to which such party is now a party or by which such party is now or may become bound;
such party is not in default with respect to any provision of the RDA, the agreements evidencing the Lender Financing or any related agreements; and
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ARTICLE V. MISCELLANEOUS
Limitation of Liability. No member, official or employee of the City shall be personally liable to any party to this Second Amendment or any successor in interest in the event of any default or breach by the City or any successor in interest or for any amount which may become due to any party to this Second Amendment from the City or any successor in interest or on any obligation under the terms of this Second Amendment or the RDA.
No Effect on Recording Priority of RDA or Subordination Agreement. The parties agree that entering into this Second Amendment shall have no effect on the recording priority of the RDA (or any outstanding subordination agreement that might relate thereto) and that this Second Amendment shall relate back to the dates that each of the RDA (or any outstanding subordination agreement that might relate thereto) were originally recorded in the land title records of Cook County, Illinois.
No Change in Defined Terms. All capitalized terms not otherwise defined herein, shall have the same meanings as set forth in the RDA.
Other Terms in the RDA Remain; Conflict.
(a) Except as explicitly provided in this Second Amendment, all other provisions and
terms of the RDA shall remain unchanged.
(b) In the event of a conflict between any provisions of this Second Amendment and
the provisions of the RDA or the First Amendment, the provisions of this Second Amendment
shall control. Other than as specifically modified hereby, the terms and conditions of the RDA, as
amended, shall remain in effect with respect to the parties thereto.
Representations and Warranties of Developer. Developer acknowledges and agrees that, notwithstanding any other terms or provisions of this Second Amendment to the contrary, Developer shall remain liable for all of its obligations and liabilities under the RDA, as amended by this Second Amendment.
Form of Documents. All documents required by this Second Amendment to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
Recording and Filing. Developer shall cause this Second Amendment to be recorded and filed on the date hereof against the Property legally described in Exhibit A hereto in the conveyance and real property records of the county in which the Property is located. Developer shall pay all fees and charges incurred in connection with any such recording. Upon recording, Developer shall immediately transmit to the City an executed original of this Second Amendment showing the date and recording number of record.
Headings. The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof.
I. Counterparts. This Second Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same agreement.
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J. Governing Law. This Second Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles.
K. Binding Effect. This Second Amendment shall be binding upon Developer, its affiliates and the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of Developer and the City and their respective successors and permitted assigns (as provided herein).
L. No Business Relationship with City Elected Officials. Pursuant to Section 2-156-030(b) of the Municipal Code of Chicago, 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 official has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion of 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. Violation of Section 2-156-030(b) by any elected official, or any person acting at the direction of such official, with respect to the RDA, the First Amendment or this Second Amendment or in connection with the transactions contemplated hereby and thereby, shall be grounds for termination of the RDA or this Second Amendment and the transactions contemplated hereby and thereby. Developer hereby represents and warrants that, to the best of its knowledge after due inquiry, no violation of Section 2-156-030(b) has occurred with respect to this Second Amendment or the transactions contemplated thereby.
M. Severability. If any provision in this Second Amendment, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Second Amendment shall be construed as if such invalid part were never included herein and the remainder of this Second Amendment shall be and remain valid and enforceable to the fullest extent permitted by law.
N. Exhibits. All of the exhibits attached hereto are incorporated herein by reference.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the day and year first above written.
CITY OF CHICAGO, acting by and through its Department of Planning and Development
By:
Name: David L. Reifman Title: Commissioner
300 EAST 51st LLC
an Illinois limited liability company
By: Urban Juncture, Inc., an Illinois corporation, its Manager
By:
Bernard Loyd Its: President
Urban Juncture, inc.
an Illinois corporation
By:
Bernard Loyd Its: President
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STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that David Reifman, personally known to me to be the Commissioner of the Department of Planning Development of the City of Chicago (the "City"), 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 acknowledged that he signed, sealed, and delivered said instrument pursuant to the authority given to him by the City, as his free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 201_
Notary Public
My Commission Expires
(SEAL)
13
STATE OF ILLINOIS ) COUNTY OF COOK )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Bernard Loyd, personally known to me to be the President of Urban Juncture, Inc., an Illinois corporation, the Manager of 300 East 51st LLC, an Illinois liability company (the "Developer"), 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 acknowledged that he signed, sealed, and delivered said instrument, pursuant to the authority given to him by the Developer, his free and voluntary act and as the free and voluntary act of the Developer, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this th day of , 201_
Notary Public
My Commission Expires,
14
STATE OF ILLINOIS COUNTY OF COOK
) )
I, , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Bernard Loyd, personally known to me to be the President of Urban Juncture, Inc., an Illinois corporation, an affiliate of Developer ("Urban Juncture"), 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 acknowledged that he signed, sealed, and delivered said instrument, pursuant to the authority given to him by the Urban Juncture, his free and voluntary act and as the free and voluntary act of the Urban Juncture, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this th day of , 201
iMOcary ruoiic
EXHIBIT A
LEGAL DESCRIP TION
PARCEL 1:
THE SOUTH 80.00 FEET OF BLOCK 6 IN CT IARLES BUSBY'S SUBDIVISION OF THE SOUTH Vz OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 10, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Street Address: 300-14 East 51sl Street, Chicago, Illinois
PIN: 20-10-122-021 PARCEL 2:
LOT 1 IN DRAPER AND KRAMER'S SUBDIVISION OF PART OF BLOCK 7 IN BUSBY'S SUBDIVISION OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 10, TOWNSHIP 38 NORTH, RANGE 14, EAS T OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Street Address: 320 E. 51st Street, Chicago, Illinois
PIN: 20-10-122-019
PARCEL 3:
LOTS 4 AND 5 IN COMMISSIONER'S PARTITION OF LOT 5 TO 10 (EXCEPT THE EAST 6.00 FEET OF LOT 5) IN SUBDIVISION OF LOT 20 OF E LIS HA BAYLEY'S SUBDIVISION OF THE NORTH 20 ACRES OF THE NORTHEAST 1/4 OF' THE SOUTHWEST' 1/4 OF SECTION 10, TOWNSHIP 38 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
Street Address: 343 E. 51st Street, Chicago, Illinois
PIN: 20-10-306-001
PARCEL 4:
LOT 3 (EXCEPT THE WES T 7.00 FEET THEREOF) IN DRAPER AND KRAMER'S SUBDIVISION OF PART OF BLOCK 7 IN BUSBY'S SUBDIVISION OF THE SOUTH 1/2 OF
16
THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 10, TOWNSHIP 38 NORTH RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
Street Address: 5048 S. Calumet Avenue, Chicago, Illinois
PIN: 20-10-122-017
PARCEL 5:
LOT 2 IN DRAPER AND KRAMER'S SUBDIVISION OF PART OF BLOCK 7 IN BUSBY'S SUBDIVISION OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTH WEST 1/4 OF SECTION 10, TOWNSHIP 38 NOR TH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, (EXCEPT FROM SAID LOT 2 THE WES T 7.00 FEET OF THA T PART THEREOF, LYING NORTH OF A LINE 95.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF BLOCK 7 AND ALSO THE WEST 2.00 FEET OF THA T PART OF SAID LOT 2, LYING SOUTH OF SAID LINE 95.00 FEE T NORTH OF AND PARALLEL 'TO THE SOUTH LINE OF SAID BLOCK 7. CONVEYED TO THE SOUTHSIDE ELEVATED RAILROAD COMPANY BY DOCUMEN T 5450083), IN COOK COUNTY, ILLINOIS.
Street Address: 5048 S. Calumet Avenue, Chicago, Illinois
PIN: 20-10-122-018
17
EXHIBIT B(1)
EXHIBIT B(2)
Budget for Third Release
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EXHIBIT B(3)
Budget for Fourth Release
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i CITY OF CHICAGO
ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable: 300 East 51st LLC
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is: L [X] 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:
B. Business address of the Disclosing Party: 300 East 51st Street, Chicago, il 60615
C. Telephone: 773 988 7500 Fax: Email: bloyd@urbanjuncture.com
I). Name of contact person: Bernard Loyd
Federal Employer Identification No. (if you have one):! j
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Amendment #2 of Redevelopment Agreement regarding acquisition and rehabilitation of property located at 300-314 East 51st Street, 320 East 51st Street, and 343-347 East 51st Street
G. Which City agency or department is requesting this EDS? Department of Planning & Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
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SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing [ ] Person
[ ] Publicly registered business corporation [x] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership [ ] Trust
arty:
[X] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[x] 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
Urban Juncture, Inc. Manager
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
Ver.2017-1 Page 2 of 14
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.
Name Business Address Percentage Interest in the Applicant
Urban Juncture, Inc. 300 East 51st Street, Chicago, IL 60615 50.1%
CRF Projects LLC Series VI-3 53 W. Jackson; Suite 601; Chicago, IL 60604 29.0%
CRF Projects LLC Series V-8 53 W. Jackson; Suite 601; Chicago, IL 60604 20.1%
SECTION III -- 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? [ ] Yes [X] No
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 [xj No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) 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 [X] No
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 interest(s). N/A
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (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)
See attachment
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.
Flas 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 [xj No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS
[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
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 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on 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").
[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
Vcr.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:
—J4M
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"). N/A
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. N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (cheek one)
L ] is [ xj is not L
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."
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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 [X] No
NOTE: If you cheeked "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.
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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.
X I. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, 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
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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.)
[ ]Ycs [ "JNo
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] 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 (I) or (2) above, please provide an explanation:
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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.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with 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 may be 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 E.DS 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 2-154-020.
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)
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.
300 EAST 51ST LLC
(Prinj^of-iype/exact legal name of Disclosing Party) taK^rban Junctbre\ir>cjit3 Manager
MjSign here)
Bernard Loyd
(Print or type name of person signing)
President
(Print or type title of person signing)
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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 the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes |x | No
If yes, please identify below (I) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (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 [X] No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?
[ ] The Applicant is not publicly traded on any exchange.
3. If yes to(l) 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.
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i>e 14 of 14
Disclosure of Subcontractors and other retained parties - 300 East 51st LLC
Name Business (indicate whether Address retained or anticipated to be retained)
Bronzeville Builders (retained)
Relationship to Fees
Disclosing Party (indicate whether
(subcontractor, attorney, paid or estimated)
lobbyist, etc.)
Michael J. Beavers 7931 S. St. Lawrence
(retained) Chicago, IL 60619
Benson Environmental 14300 South Normal Ave.
Safety & Training Riverdale, IL 60827-2311
(retained)
Subcontractor $ 15,000
(estimated)
Subcontractor $15,000
(estimated)
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/ i f applicable: Urban Juncture, Inc.
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[x] 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:
B. Business address of the Disclosing Party: 300 East 51st Street, Chicago, IL 60615
Telephone: 773-988-7500 Fax: Email: bloyd@urbanjuncture.com
Name of contact person: Bernard Loyd
Federal Employer Identification No. (if you have one):i i
Brief description of the Matter to which this EDS pertains, (include project number and location of property, if applicable):
Amendment #2 of Redevelopment Agreement regarding acquisition and rehabilitation of property located at
300-314 East 51st Street, 320 East 51st Street, and 343-347 East 51st Street
Which City agency or department is requesting this EDS? Department of Planning a Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification U and Contract #
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SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person [ ] Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[X] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes 1 [ ] No
[ ] Trust ( [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [x] 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
Bernard Loyd President
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 of 14
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.
Name Business Address Percentage interest in the Applicant
Bernard Loyd 300 East 51st Street, Chicago, IL 60615 | |
SECTION III -- 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? [ ] Yes [x] No
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? [ JYes [X] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) 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 [x]No
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 interest(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), 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.
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Name (indicate whether Business Relationship to Disclosing Parly Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
See attachment
(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 [X] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ =] No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract beingltandled 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 oft4
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 cither^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 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on 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").
[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: N/A
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"). N/A
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. N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
| ] is [x] is not
a "financial institution" as defined in 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."
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i
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, il 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 2-156-1 10: 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 other own name or in the name of any other person or entity in the Matter?
[ ]Yes [x]No
NOTE: If you checked "Yes" to Item D( 1), 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?
[ JYes [ JNo
If you checked "Yes" to Item D( 1), 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.
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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.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (I) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not .federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City 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, il 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 ofI4
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:
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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.cityofchicago.ora/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 may be 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 I:"DS 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 2-154-020.
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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) wan-ants 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.
Bernard Loyd
(Print or type name of person signing) President
d sworn to before me on (date)
Commission expires
(Print or type title of person signing)
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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 the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% 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?
t ] Yes [X] No
If yes, please identify below (1) the name and title of such person, (2) the name of the iegai 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.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
j
1. 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 2-92-4 .16?
[ ] Yes [X] No
2, If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of
the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?
[ ] Yes [ ] No [x] The 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.
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Disclosure of Subcontractors and other retained parties Juncture, Inc. (Rev. 12/7/17)
Name
(indicate whether retained or anticipated to be retained)
Charity & Associates (retained)
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
20 N. Clark Street, Ste. 1150 Attorney Chicago, IL 60602
Lees
(indicate whether paid or estimated)
$65,000 (estimated)
Johnson & Lee
Architects/Planners
(retained)
828 S. Wabash, Suite 210 Chicago, IL 60605
$70,000 (estimated)
Warren Architects (retained)
432 N. Clark St, #002 Chicago, IL 60610
$40,000 (estimated)
Billy McGhee (retained)
4910 S. Michigan. Ave Chicago, IL 60653
$15,000 (estimated)
ef Design Group (retained)
444 E. 48th 1E Chicago, IL60616
$10,000 (estimated)
Galloway Ltd. (anticipated)
1528 S. Wabash Ave. Chicago, IL 60605
$20,000 (estimated)
Delta Institute (retained)
53 West Jackson Blvd #230 Chicago, IL 60604
$20,000 (estimated)
Envise (retained)
203 S. Patterson St., Ste 200 Madison, Wl 53703
$10,000 (estimated)
LeLan Enterprises (retained)
P. O. Box 836 Ct. Hazel Crest, IL 60429
Pre-construction manager
$15,000 (estimated)
l ii^inafixj Oliclio^iw
Advisors (retained)
4800 S. Chicago Beach Drive - 2412N Chicago, IL60615
S40.000 (estimated)
Terra Engineering (retained)
225 W. Ohio St., 4th Floor Surveyor S10,000
Chicago, IL 606 (estimated)
Ujamaa construction (anticipated)
7744 S. Stony Island Ave. General Contractor $2,200,000 Chicago, IL 60649 (estimated)
Applied Real Estate 914 S.Wabash
Analytics Chicago, IL 60605
(retained)
Market researcher $12,000
(paid)
SolQuest Design 2143 E. 95th Place
Unlimited Chicago, IL 60617
(retained)
Architect (interiors), $20,000 LEED consulting (estimated)
Beavertowne (retained)
8514 S. Rhodes Chicago, IL 60619
$100,000 (estimated)
Name Business (indicate whether Address retained or anticipated to be retained)
Relationship to Fees
Disclosing Party (indicate whether
(subcontractor, attorney, paid or estimated)
lobbyist, etc.)
Shyvette Williams 6909 S. Chappel Ave
(retained) Chicago, IL 60619
Interior Designer $20,000
(estimated)
Integrity Piping 3000 Hickory Rd.
(retained) Homewood IL 60430
Hanging Gardens 247 W. Freshwater Way Rooftop garden $30,000 (paid)
(retained) Suite 210
Milwaukee, Wl 53204
Dixon & Love 8506 S. May Masonry & Roofing $100,000
(retained) Chicgao, IL 60620 (estimated)
Edwards Electric 15221 State Street Electrical $50,000
(retained) •> South Holland IL 60473 (estimated)
Petronilo Arriago 3717 S. Clarence Carpentry 5100,000
(retained) Berwyn IL 60402 (estimated)
Cottage Grove Glass 7401 S. Cottage Grove Ave. Glazing $10,000 (paid)
(retained) Chicago, IL
Right Side Up (retained)
5017 N. Mozart Str. Chicago IL 60625
$50,000 (estimated)
CITY 01 CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Parly submitting tin's EDS. Include d/h/a/ if applicable: CRF Projects LLC Series VI-3
Check ONE of the following three boxes.
Indicate whether the Disclosing Party submitting this F.DS is:
f ] the Applicant
OR
[x] 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 1.5% in the Applicant. Slate the Applicant's legal
name: 3QQ East 515JlLL£
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: 53 W. Jackson; Suite 601
Chicago, IL 60604
Telephone:312"386"9663 Fax" 312-386-9664 Email: pquigley@pcqlaw.com
Name of contact person: „ , Peter,c. Ouigley
11 federal Employer Idcnlificv.iion Nc uf \ou ha\ e oik
V. Brief Je^eripiion oi ihe Muner io v. !•!:• this V.I'.1S ne; la¦ i¦ v , in<. n iik- ;>i, hi:\ ; ;a;a:he; and uk:;iiion of properly, if applicable):
Amendment #2 of RedevelcDment Agreement regarding acquisition and rehabilitation of property located at 300-314 East 51st Street, 320 East 51st Street, and 343-347 East 51st Street
G. Which City agency or department is requesting this EDS? Department of Planning & Development
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 Pane 1 of 14
|10 10|SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PART
1. Indicate the nature of the Disclosing P
f | Person
[ ] Publicly registered business corporalion
f 1 Privately held business corporation
| ] Sole proprietorship|109|] General partnership
f ] Limited partnership
[ ] Trust
fx] Limited liability company
! ] I invited liability partnership
f ] Joint venture
f ) Not-for-profit corporation
(Is the not-for-profit corporation also a 501 (c)(3)) ¦'
[ | Yes [ ] No 1 ] Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
T 1 Yes fxl No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and lilies, 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 arc 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 indirecilv controls ihe day-to-day management of the Applicant
Tiiie Manager
NO I K: i .aeii leaai entity listed below must ;athm!i an I OS or its own be:-;.-.If.
Name
Community Reinvestment Fund, Inc
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
Vcr.2UI7 1
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.
Name Business Address Percentage Interest in the Applicant
Community Reinvestment Fund, Inc. 100% 53 West Jackson; Suite 601 Chicago, IL 60604
SECTION III - 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? | | Yes fx] No
Docs 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 fx] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) 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 Party0
f ] Yes fx] No
11 ">c.-" please identify below the namc(s) of such C iiy elected oliicial(s) and or spou.sei -.) domeslie partner!s) and describe the financial interesiisj.
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name.and business address of each subcontractor, aUornc\. 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 oflhe 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 diselosute is required or make the disclosure.
Page 3 of 14
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc) "hourly rate" or "l.b.d." is
not an acceptable response.
Hone
(Add sheets il'necessary)
j X [ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V... CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under 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?
I JYes [ ]No fx] 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?
f ] Yes I ] No
FURTHER CERTIFICATIONS
! 1 ins paragraph 1 applies onh if the Vlatler is a cuiiliaci being handled b\ lite ( itv'.> Department of Procurement Services.] In the 5 ¦> ear period preceding the date o!Tins LDS. neither the Disclosini: Party nor any Affiliated Entity jsee definition in |5) bciow j has engaged, in connection with the pcrlormance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or cntit\ with legal, auditing, investigativ e, or other similar skills, designated by a public agency to help the as-encv monitor the activity ol"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 toT water and sewer charges, license lees, parking tickets, property taxes and sales taxes, nor is the Disclosing Part) delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 14
?. The Disclosing Parly and. if the Disclosing Parly is a legal entity, all of those persons or entities identified m Section II(B)( 1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years befote the date ol this LDS. been convicted oi a criminal olfense. 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 slate antitrust .statutes: fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; milking 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 Lhe (kite 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 indirect l\: control'-, the Disclosing Patty, is controlled by the D>any responsible official of die 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 Lite Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Pae.c 5 of H
Neither the Disclosing Patty, nor any Contractor, nor any Affiliated Emily of either the Disclosing Pany 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 dale of such Contractor's or Affiliated Entity's contract or engagement in connection with the Mailer:
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 anv state or local government in the United Stales of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise: or
made an admission of such conduct described in 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 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated EnLity is listed on a Sanctions List maintained by the United Slates 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 1 for applicability and defined, terms] ol' ihe Applicant is currently indicted or charged with, or has admitted ginii oi. or has ever been eonvicird ol, or placci! ai-der itiperv.stoii ior. any criminal offen.se involving actual, attempted, or conspiracy to commit briber), then, ri'.iuc:. iorgery. periur\. dishonesty or deceit against tin officer or einplouv of the City or ;;nv '''o ^ti-r agency"; and (in the Applicant understands and acknowledges thai compliance wnn Atiicici \ - a com inning requuemeiit fordoing business with the City. NOTE: It MCC Chapter i • 23. .Article I applies to tlu: Apphami, that Article's permanent compliance timeframe supersedes 5-vcur compliance timeframes in litis 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").
[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 noi. without the poor wriiien consent of the City, use any such
Vtr.2017 1 P;ige6ol" 14
contractor/subcontractor Lhal does not provide such certifications or thai the Applicant has reason to believe has not provided or cannot provide trulht'uJ certifications.
11. If the Disclosing Party is unable to certify to any of the above statements in this Part 13 l Further Certifications), the Disclosing Party must explain below:
Tf !lie letters "NA," the word "None." or no response appears on die 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 UN/A" or "none"). None
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.
None
CERTIFICATION OF STATUS AS FINANCIAL iNSTiTf HON
The Disclosing Parts' certifies thai the Disclo-am: Par;v ('check one)
i ] is |xj is not
a "financial institution" as defined in MCC Section 2-32-455t'bi.
2. If the Disclosing Parly 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. Wc 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 lhal 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 (it 14
If the Di.seio.sing Party is unable to make tins pledge because it or any ol 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 ihe 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, docs any official or employee of the City have a financial interest in his other own name or in the name of any other person or entity in die Matter?
[ lYes [xlNo
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D( 1), 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 Uixes 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?
3. If vou checked "Yes" to Item D( 1 ), provide the na;~in> and business addresses ol the Citv officials Oi employees ha\ nig, such financial interest and identify' inc nature of the Fnanaal inietes;:
Name Business Address Nature oi Financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in die Matter will be acquired by any City official or employee.
Pnge 8 of 14
H. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (!) nr (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.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profiLs from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. List below the names of all persons or entities registered tinder the federal Lobbying Disclosure Act of 1995. as amended, who have made lobbying contacts on behalf of'.he Disclosing Party with respect to the Matter: (Add shoe is il necessary r
(if no explanation appears or begins on the lines above, or il the letters "NA" or :i the woid None" appear, il will be conclusively presumed that the Disclosing Party means thai NO person•» 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(I) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee ol Congress, or an employee
Vcr.2017-1 Pai;e 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.
Iv 'Hie 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( i) and A(2) above.
The Disclosing Party certifies that cither: (i ) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986: or t.iij 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 iii the Lobbying Disclosure Act of 1995. as amended.
If the Disclosing Party is the Applicant, the Disclosing Parly 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?
r 1 Yes [X] No
If "Yes," answer the three questions below:
1. Have you developed and do you have on file affirmative action programs pursuant to applicable
federal regulations'.' (See 41 CFR Part 60-2.)
f I Yes I 1 No
2 Have v»u filed with the .hunt Reporting Committee, lite I''; •. .'!•/¦•• ol the Oihcc o! i-ooi.-r.ii '¦ oi:t. Compliance Programs, or the Equal Employment Opportunity Commission all icports due tinder the applicable filing requirements?
[ ] Yes i i No i | Reports not icqutrcd
'} Have you participated in anv previous contracts or subcontracts snbiecl to tne equal opportunity clause?
[ 1 Yes ' [ 1 No
If you checked "No" to question (I) or (2) above, please provide an explanation:
Page 10 of hi
SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that-
The certifications, disclosures; and acktiowledgmenls contained in this EDS will become part ol any contract or other agreement between the Applicant and the City in connection with the Matter, whether procure me nt; 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.cityofchicaRO.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 widi 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 may be 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 diis EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
E The information nroyided in this EDS must be kepi current in the e\ent ol changes. t:ie Dr-einsmg Parts must supplement this EDS up lo the n;e lite O'Y takes aenon . nt ne V1:;::;m it :;u- VI. lik-i i> a cotiiract beiiit: handled In the Civ's Department of Procurement Services, ibe Discf ising Party must update this EDS as the contract requires. NOTE: With respect t>> Matter- stib|cct to MCC Gv.pier I-23. Article I imposing PERMANENT 1NEL1GIB1LITV lor certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period as required by VICC Chapter 1-23 and Section 2 154-020.
Prise 1.1 ol M
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute tins EDS. and Appendices A and R lit applicable), on behalf of the"Disclosing Parly, ami (?.') \<.arr:ini thai all certifications and statements contained in ihis EOS, and Appendices A and B o.t applicable), irue. accurate and complete as of the date furnished to the Cay.
./
CRF Projects LLC Series VI-3, a Delaware limited liability company series
Eiy: Community Reinvestment Fund, Inc. its manager
Peter C. Quigley (Print or type name of person signing)
Secretary
(Print or type title of person signing)
Commission expires:
Signed and sworn to before me on (date) Pec- 8- 2
at Couuty, (state).
Page 12 of J 4
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to he 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 diereof 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 Parly" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city-department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
'Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.La., 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?
f ! Yes j x] X,
11 yes, please identify beluw (1 i the name and title of such person. (2i the name oi the legal etnas io which such person is connected: (3.) the name and title of the elected city oli tcial or department head to whom such person has a familial relationship, anil the precise nature of such familial leknionship.
Pnge 13 of 1-1
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
HUILDINC CODE SCOFFLAVV/PROBLEiVI LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (h) 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 Apphcani.
Pursuant to MCC Section 2-154-0JO, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [x| No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
f ] Yes [ ] No [x] The 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.
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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMAT ION
A. Legal name of the Disclosing Parly submitting this EDS. Include d/b/a/ if applicable: CRF Projects LLC Series V-8
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[X] 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: __300 East 51st LLC ¦ „ „
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:
B. Business address of the Disclosing Party: 53 W. Jackson; Suite 601
Chicago, IL 60604
C. Telephone:312'386"9663 I ax: 312-386-9664 ^ Email: pquigley@pcqlaw.com
P. Name of contact person: Peter C. Quitjley
L. federal Employer hir:iiif:r:ilion No. (if\ou have onc):[^ __J
f. Brief description oi The Matter to uhich this EDS pertains. (Include project number and location of p r o p e r t y. i f a p p I i c a b l c) :
Amendment nl of Redevelopment Agreement regarding acquisition and rehabilitation of property located at 300-314 East 51st Street, 320 East 51st Street, and 343-347 East 51st Street
G. Which City agency or department is requesting this EDS? Department of Planning 5 Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the follow ing:
and Contract #
Page I of 14
SECTION II -- DISCLOSURE OK OWNERSHIP INTERESTS
A. NATURE OE THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person fx] Limited liability company
f | Publicly registered business corporation ( | Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership . [ JYes [ ] No
[ ] Trust [ ] Other (please specify)
2. For legal entities, the slate (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: ITas the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] 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 leual entitv listed below must submit an EDS on its own behalf.
Name Title Community Reinvestment Fund. Inc. Manager
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 of 14
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.
Name Business Address Percentage Interest in the Applicant
Community Reinvestment Fund, Inc. 100%
53 West Jackson; Suite 601 Chicago, IL 60604
SECTION III - 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 fxl No
Does the Disclosing Party reasonably expecL to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either of the above, please identify below the name(s) of such City elected official(s) 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?
I 1 Yes fx] No
(1 ">cs.'' picasc idcnlip. below the namcis; ol such ( ny elected oilicial(s) and. or spouse(s).:domestic partiierfs) and describe she financial mtercsils).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OT HER RETAINED PARTIES
I he Disclosing Parly must disclose the name and business address of each subcontractor, aftorncv. 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 arc 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 cither ask the City whether disclosure is required or make the disclosure.
Page 3 of 14
Name (indieale whether Business retained or anticipated Address to be retained)
None
Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)
Pees (indicate whether paid or estimated.) NOTE: "hourly rale" or "l.b.d." is not an acceptable response.
( Add sheets if necessary )
IX | Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under 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.
Elas 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?
{ JYes [ JNo fx] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes | J No
IE FURTHER CERTIFICATIONS
| 1 his paragraph i apphe^ only H die Matter is a contract being handled by die C il\'s Department oi' Procurement Sen iics I in the 5-year period pa-coding the dale of this EPS. neither the Diselosin;.-Party nor any Afiiiiated Entity jsee definition m (>j below j has engaged, in connection with the performance ol any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual orenlitv with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency \endors 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 tire 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 Parly delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 ot 14
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 dale 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, stale 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) concent:
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 cntitv that, directly or indirectly: controls the Disclosing Party, is controlled hv the Disclosing Party', or is. with the Disclosing Party, under common control ol" 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 Cilv. 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 Slates 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) of.(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).
6. 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 ILCS 5/33E-3; (2)
bid-rotating in violation of 720 ILCS 5/33E-4;!or (3) any similar offense of any state or of the United
States of A.merica that contains the same elements as the offense of bid-rigging or bid-rotating.
7. 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 giuli 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 anil acknowledges that compliance with Article 1 is a continuing requirement fordoing business with the Cilv 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").
[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
Vcr.2017-1 Page 6 of 14
contractor/subcontractor lhal docs not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
1 1. 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"). None
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 retaii 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. None
C CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
!. The Disclosing Partv certi lies that die Disclosmi; Parlv (check one)
[ ] is | xj is not
a "financial institution" as defined m MCC Section 2-32-455(b).
2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in 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 Parly 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- i 10: To the best of the Disclosing Party's knowledge after reasonable inquiry, docs any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [X] No
NOTE: If you checked "Yes" to Item D( 1), 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 oflegal 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 licm Dt 1 ). provide the names and business addresses oflhe City officials or employees having such financial interest anil 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.
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P 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.
J< 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and tiny 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 verities 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, lax 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 i f 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 Parly 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( I) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2017-1 Page!) of 14
of u member of Congress, m 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( I) 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?
r i v«5 r«n (
l j x v^S LAJ '
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 4 I CFR Part 60-2.)
I. I Yes | ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal f mplovmcnt 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?
[JYes [ JNo )
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 14
SECTION VII - FURTHER ACKNOVVLEDCMEN.TS AND CERTIFICATION
The Disclosing Parly understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and arc material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics 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 vvww.cityofchicauo.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 may be 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 verily the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kepi 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 Citv'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 2-154-020.
Page 11 of 14
CERTIFICATION
Under penally of pcr|urv. the posci: sibnmt: heiow. (I ) warrants thai he/she is authorized to execute this EDS, and Appendices \ ana ii i\\ ' .ipnhetihic.. oa behalf of the Disclosing Party, and (2) wjrr.in!? ihat ai! certifications nmd stateir.^rs c;:i:rat:/::l m iv:h EDS, and Appendices A and B <3f"app!icahisr-j. ;ue true, accurate and complete a:; oi" the dale firm!shed 10 the City.
CRF Projects LLC Series, Y-'e", a Delaware timitce liability company sores (Print orty'pc^xa^tUesaijiarnc ofDiidosina-Partv)
Mff-hJli / ''~£?'P-7. . Bv: Community Reinvestment Fund, Inc.
By: //ff/^i /ff/*•^ \ /._. ' its manager
f (Sign here)v?'
Peter C. Quig(ey (Print or type name of person signing)
Secretary
(Print or type title of person signing)
Signed and sworn to before me on (dale) Dec 8, 2017
at _ County, ^ (state).
Commission expires:
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 1.5%. 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 the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in die Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of o 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 cily official or department head'-
|" 1 Yes | x| No
If yes, please identify below (I) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Vcr.2017-1 Pane 13 of 14
CITY 01 CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAVV/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (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 Lxj No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.
(
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.
P;ige 14 ol 14
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:
Community Reinvestment Fund, jnc. _
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
1 ] the Applicant
OR
[xj 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: 300 East 51st LLC
OR
f 1 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:
B. Business address of die Disclosing Party: 53 W. Jackson; Suite 601
Chicago, IL 60604
Telephone: 312-386-9663 ]ax; 312-336-9664 Email: pqu'gtey©pcqlaw.corn
Name of contact person Pfi4et_C_.Q.uifley . .
I-.! fcdeiii! Emploxer Identification No. :'if\ou have one):\ .
' \
f Brief description of the Manor to which this EDS peratnv ilnciude piojcci n-jmbcr and loeamm o! property, if applicable):
Amendment "2 of Redevelopment Agreement regarding acquisition and rehabilitation cf property located at
300-3 K East 51st Street, 37.0 Cast 51st Street, and 343- 347 Cast 51st Street
G. Which City agency or department is requesting this EDS? Department of Planning & Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract H _ _
Ver.20t7-l Page I o! 14
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate ihe nature of the Disclosing Patty
f 1 Person f 1 I .irniied liability company
] Publicly registered business corporation f | Limited liability partnership
] Privately held business corporation | I Joint venture
] Sole proprietorship [xi Not-for-profit corporation
] General partnership (Is the not-for-profit corporation also a 501(c)(3))'-
] Limited partnership I ] Yes (xj No
1'faist f 1 Other (please specify)
2. Eor legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
f ] Yes [ ] No [X] 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 arc 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 lo-dav management of lhi' Applicant
NOTE" Each legal entity listed below musi submit an EDS on its o\<- n behalf.
Title
Name-See Exhibit A Attached, No Members
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
F'tL-e 2 o: 14
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entilv listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage interest in the Applicant
None
SECTION III - 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? f ] Yes fx) No
Docs 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? [ JYes fx] No
If "yes" to cither of the above, please identify below the name(s) of such City elected official(s) 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? | j Yes fx|No
!f "ves." please identify below the name-iy) ol such Cil> cloned ulilcialls) and/or spouselM-domcstic partner(s') ami describe the financial interest(.s).
SECTION TV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly 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 relat ionship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who arc paid solely through the Disclosing Party's regular payroll. 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.
Pa-c 3 of 14
Name (indicate whether Business Relationship io Disclosing Party Pees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to he retained ) lobbyist, etc.) "hourly rate" or T.b.d." is
not an acceptable response.
None
(Add sheets if necessary)
|x| Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under 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?
[ j Yes [ ] No [X] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
f | Yes I J No
IE FURTHER CERTIFICATIONS ¦
j ijiis paragraph i applies only if the Matter is a cotitraci being handled by the Cilv's Department of Prociiromeru Services j In the 5-year period preceding trie date of this • .1 is. neither the Disclosin::: Party not any Atlihated Entity jsee definition in (5) below j lias engaged, in connection with the perlorniance of any public contract, the services ol an integrity monitor, independent private sector inspector general, or integrity compliance consultant j i.e an individual or cnlitv with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of.specified agency \ endors 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 sower charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Part y delinquent in the pay ment of any tax administered by the Illinois Department of Revenue.
Page 4 of!4
iv The Disclosing Parly and. il' the Disclosing Parly is a legal entity, all of those persons or entities identified in Section H(B)( I) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, slate or local unit of government:
have noi. during the 5 years before the date of this EDS. beer, 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 i federal, state or local) transaction or conu act under a public transaction: a violation of federal or stale 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, suite 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 iocal) 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 Cily 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 Di-.chismr; P;ii"i\. ; - conisdied hv :hc Disclosir.c Par: ^. i<:~ 's. with the Disclosing Pari v. under common cunirol oi another person or eh lay i Iuuk ;a u| , onin'i include, without limitation: interlocking man.-tsrement or ownership: ideimiv oi mieiests among kimdv members, shared
l acihiies and equipment: common use of employee-, oi organs-it ion nj a business entity lollowtng the ineligibility oi a business entiiy to do business v\ itii leoetai or stale or local government, mcltidmii the Gt\, usinc substantially the same management, ownership, or principals as trie ineligible cnlilv. With respect to Contractors, the term AIT hated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by il. oi. with the Contractor, is tinder 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 Entiiy, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Emtity (collectively "Agents").
P,!::e 5 ol 14
Neither the Disclosing Party, nor any Contractor, noi any Affiliated Entity of either die Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the dale 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 die federal government or of any state or local government in the United States of America, in lhal officer's or employee's official capacity:
agreed or colluded with other bidders or prospective bidders, or been a parly 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 lhal 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 TLCS 5/33E-3; (2) bid-rotating in violation of 720 TLCS 5/33E-4; or (3) any similar offense of any state or of the United Suites 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 Stales 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 ihe Applicant is currently indicted or v.barued with, or has admil led iriuii o -. o; has e \ cr been coiv-. :ciec ol. or placed tinker supcrvi- n >n 1 o;. anv criminal offense involving actual, attempted, or i ^n-pirac-. to commit briber;-., theii, I rant;, inrgeiy. perju; v. dishonesty or deceit against an oliicer or employee ol the C ::y or any "lister agency'': and io) the Applicant understands and acknowledges that compliance wi;'n Article I is a continuing requirement for doing business with die Citv. NOTE, il MCC Chapter I -23. Article 1 applies to the Applicant. Lhal Article's permanent compliance timeframe supersedes 5-year compliance timeframes m tins Section V.
| FOR APPLICANT ONLY| The Applicant and its Affiliated Entities will not use. nor permit thcir subeoniraetors to use. any facility listed as having an active exclusion by the U.S. EPA on die 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.?.0t 7-1 R-iye 6 i>l"14
contractor/subcontractor that tines 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 Cenilicalions), the Disclosing Parly must explain below:
If the letters "NA," the word "None." or no response appears on the lines above, it will be conclusively presumed that die 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 I 2-month period preceding the dale of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none"). None
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 lime during the 12-month period preceding die execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. Eor 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. None
C i'I .R I ;i-!t A !';(>.\ OF STATES AS iTNANCI As. INSTITUTION
: partv cert'ilos thai !ne Disi. los'ate Partv i check ''.ric.i I xi is not
a "financial institution" as defined m MCC Section ">-X?-455ib>.
2. If the Disclosing Party IS a financial institution, then lhe Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. Wc 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 ol 14
If the Disclosing Party is unable 10 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 die 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 2-156-1 10: 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?
r ]Yes [x]No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D( 1), 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"). Compensitdon 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?
! i Ves i ] No
P vim checked "Ves" to hem D(T ). provide the names and business addresses ot the City officials iir ernphjver- navm;: such financial interest and klcnitl v the inline oi t;;e iinanctai 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. :
E CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check cither ( I} or (2) below. Tf 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 oomph" with these disclosure requirements may make any contract entered into with the City m connection with the Matter voidable by the Citv.
x I. The Disclosing Party verifies that the Disclosing Party has searched any and till records of the Disclosing Parly and any and all predecessor entities regarding records ol' 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 litis 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 Aci of 1()95. as amended, who have made lohb\ing contacts on behalf of the Disclosing Pari\ '.M'h iespeet to lite Matter t Ado sheet-, if :nve-.:e:rv •
(Tf in; explanation appeals or begins on the lines above, or il the letters "NA" or il the word "None" appear, it will be conclusively presumed that the Disclosing Party means thai NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party yvith respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver?OI7-( Ki-je 9 r,f 14
of a member of Congress, in conned ion 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( 1.) 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) ii 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.
13. 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?
[ lYes Ex] 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? (Sec 4 I CFR Part 60-2.)
fl Yes [ j No
Have \ on filed with the joint Repo; i ire; v ormmiiee. ire L'lroctor ol die Ol I ice oi ••: ,;e-.:i ( Comoliancc Programs, oi the Equal F.inplov men; Opportunity Commission all tcpon-- due undei the applicable I ding rcqiiircinenis '
i j Yes | ] No f 1 Reports not required
Have you participated in any previous contracts or subcontracts subject it) die equal opportunity clause?
[ ] Yes " 1 ] No
If you checked "No" to question (I) or (2) above, please provide an explanation:
IW 10 ol 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 pan ot any contract or Oilier 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 i! 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 ww w.ciivofchicago.org/Blhics. 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 may be 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.
f. The information pt»»videc in this EDS nuts: be kepi curreiu. In the c\ cni oi changes, the Disclosing Party must .supplement iins EDS up ;o :he- tone the City tako^ -cuo;: on llv Matter-. II the Mauer i- a contract beine handled bv the City's Department of Procurement Service-, the Disclosing Party must update this EDS a- the com met require* NO'FF: W;:k ;e-pe.:: to Matters siipjeet to Mt. C Chapter J-23. Article 1 (imposing PERMANENT JNEEIGJBIEM Y tor ceriam ^vvii'icd offenses;, the information provided herein regarding eligibility muss he kepi current for a longer period, as required by MCC Chapter 1-23 and Section ?.-154-020.
Ver.2017-1
CERTIFICATION
Under penally of per|ur>': the person signing below: f.l) warrants thai he/she is authorized to execute 'his F'.DS, mi Appendices A and .0 (if applicable), or behalf of the Disclosing Party, and (.2) warrant thai .-ill cerrii tcHions and statements contained m this F.DS. and Appendices A and B (if applicable), true, accuiate and complete as of the date fumisiieu lo the City
Community Reinvestment Fund, Inc. (Prim ociyne exactileaaj/iiaiiie of Disclosing Partv)
(Sign here)/'/ „¦.?-'"" / / '
// f /
Peter C. Quigley
(Print or type name of person signing) Secretary
(Print or type tide of person signing)
Signed and sworn to before me on (date) Pec. 8, 2017
County (state).
__jP». rfltW. rlflS ¦ A ->-t>
OFFICIAL SEAL JENNIFER ODUM Notary Public - State of Illinois j My Commission Expires 8/24/2020J
Commission expires:
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 1.5%. 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 Parly 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 Parly" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister,
"Applicable Party" means (I) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members 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?
i ! Ye-. fx] No
If yes. please identify below ( ! j die name and iiiie i>f such per-.mi. ;2 i the name of the legal er;;;iy io which sue h person is connected: i,3i the name and tide ot the elected city ollieia! oi department head to whom such person has a familial relationship, and f4) lite precise nature of such familial relationship.
Paae 13 of 14
CTT Y OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAVV/PKOBLFM LANDLORD CERTIFICATION
This Appendix is to be completed only by fa) the Applicant, and (b) any legal entity which has a diieet 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 2-92-4167
f 1 Yes [xJNo
If the Applicant, is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code seofflaw or problem landlord pursuant to MCC Section 2-92-416?
f 1 Yes [ ] No [xl The 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 nt' 14
EXHIBIT A
COMMUNITY REINVESTMENT FUND, INC. OFFICERS AND DIRECTORS
Officers
Chairman of the Board
President Secretary Treasurer
Name
Thomas FilzGibbon, Jr. Vacant
Peter C. Quigley Vacant
Assistant-Secretary
Directors
Robin Coffey Thomas Fit/Gibbon Angel Beltran Stephen Herseth Jane Flaines
All at the following address: 53 West Jackson, Suite 601, Chicago, Illinois 60604
A - 1