ORDINANCE
WHEREAS, pursuant to an ordinance adopted by the City Council ("City Council") of the City of Chicago (the "City") on June 10, 1998, and published on that date at pages 70203 to 70366 of the Journal of the Proceedings of the City Council (the "Journal"), a certain redevelopment plan and project (the "Plan") for Stony Island/Burnside Redevelopment Project Area (the "Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"), as amended by an ordinance adopted by the City Council on June 9, 2010 and published at pages 92653 to 92702 ofthe Journal; and
WHEREAS, pursuant to an ordinance adopted by the City Council on June 10, 1998 and published at pages 70341 to 70353 of the Journal of such date, the Area was designated as a redevelopment project area pursuant to the Act; and
WHEREAS, pursuant to an ordinance (the "TIF Ordinance") adopted by the City Council on June 10, 1998 and published at pages 70354 to 70366 of the Journal of such date, tax increment allocation financing was adopted pursuant to the Act as a means of financing certain Area redevelopment project costs (as defined in the Act) incurred pursuant to the Plan, and
WHEREAS, Trinity 95th and Cottage Grove Planned Community Development, Series, LLC, an Illinois limited liability company (the "Developer"), intends to construct an addition and partially renovate an existing commercial building to be anchored by Advocate Medical Center at property commonly known as 901 East 95th Street, Chicago, Illinois (the "Project").
WHEREAS, the Developer has proposed to undertake the redevelopment of the Project in accordance with the Plan and pursuant to the terms and conditions of a proposed redevelopment agreement to be executed by the Developer and the City, including but not limited to construction and build-out of space to accommodate a medical office and other commercial uses to be financed in part by incremental taxes on the Project and from the Area, if any, deposited in the Stony Island/Burnside Project Area Tax Allocation Fund (as defined in the TIF Ordinance) pursuant to Section 5/11-74.4-8(b) of the Act to the extent, and in the amount, provided in the Redevelopment Agreement (hereinafter defined); and
WHEREAS, the Community Development Commission of the City of Chicago (the "Commission"), pursuant to Resolution 17-CDC-25 adopted on November 14, 2017, recommended that the Developer be designated as the developer for the Project and that the City's Department of Planning and Development ("DPD") be authorized to negotiate, execute and deliver on behalf of the City a redevelopment agreement with the Developer for the Project; 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.|1010|
SECTION 2. The Developer is hereby designated as the developer for the Project pursuant to Section 5/11-74.4-4 of the Act.
SECTION 3. The Commissioner of DPD (the "Commissioner") 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 a redevelopment agreement between the Developer and the City substantially in the form attached hereto as Exhibit A and made a part hereof (the "Redevelopment Agreement"), and such other supporting documents as may be necessary to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.
SECTION 4. If any provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any of the other provisions of this ordinance.
SECTION 5. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.
SECTION 6. This ordinance shall be in full force and effect immediately upon its
passage.
Attachment:
Exhibit A: Redevelopment Agreement
S:\SHARED\Finance\lmani Village\TIF Ordinance.docx
IMANI VILLAGE REDEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF CHICAGO AND
TRINITY 95th AND COTTAGE GROVE PLANNED COMMUNITY DEVELOPMENT, SERIES LLC
This agreement was prepared by and after recording return to: Charles E. Rodgers, Jr., Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
TABLE OF CONTENTS
SECTION 1. RECITALS|910|SECTION 2. DEFINITIONS|910|SECTION 3. THE PROJECT|910|The Project.|910|Project Budget|910|DPD Approval|910|Survey Update|910|Signs and Public Relations.|910|Change Orders|910|Progress Reports and Survey Updates|910|SECTION 4. FINANCING|910|Total Project Cost and Sources of Funds|910|Reimbursement from City Funds|910|Reduction of City Funds|910|Requisition Form ¦|910|City Fee|910|Cost Overruns|910|Conditional Grant|910|SECTION 5. CONDITIONS PRECEDENT|910|Project Budget|910|Other Governmental Approvals|910|Financing|910|Acquisition and Title 9
Evidence of Clean Title 9
Surveys 9
Insurance 9
Opinion of the Developer's Counsel 9
Financial Statements 9
Documentation 10
Environmental 10
i
Corporate Documents; Economic Disclosure Statement 10
Litigation 10
SECTION 6. AGREEMENTS WITH CONTRACTORS AND CONSTRUCTION
REQUIREMENTS 10
SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION 16
Certificate(s) of Completion of Construction or Rehabilitation 16
Effect of Issuance of Certificates; Continuing Obligations 17
Failure to Complete 17
Notice of Expiration of Term of Agreement 17
SECTION 8. COVENANTS/REPRESENTATIONS / WARRANTIES OF
THE DEVELOPER 17
General :. .' 17
Covenant to Redevelop 19
Use of City Funds 19
Bonds 19
Job Creation and Retention; Operations Covenant and Occupancy Covenant 19
Arms-Length Transactions 20
Conflict of Interest 20
Disclosure of Interest 20
Financial Statements 20
Insurance 21
Non-Governmental Charges 21
Compliance with Laws 21
Recording and Filing 21
Real Estate Provisions; Governmental Charges 21
Survival of Covenants '. 23
Lease 23
Annual Compliance Report 23
Job Readiness Program 23
Inspector General 23
FOIA and Local Records Act Compliance 23
Shakeman Accord 24
Recapture of TIF Assistance 25
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SECTION 9. ENVIRONMENTAL MATTERS ...26
SECTION 10. INDEMNIFICATION 26
SECTION 11. MAINTAINING RECORDS / RIGHT TO INSPECT 27
SECTION 12. DEFAULT AND REMEDIES 27
Events of Default 27
Remedies .' 28
Curative Period 28
SECTION 13. MORTGAGING OF THE PROJECT 28
SECTION 14. NOTICE 28
SECTION 15. MISCELLANEOUS 29
Amendment 29
Entire Agreement 29
Limitation of Liability 30
Further Assurances 30
Waiver 30
Remedies Cumulative 30
Disclaimer 30
Headings '. 30
Counterparts 30
Severability 30
Conflict 31
Governing Law 31
Form of Documents 31
Approval 31
Assignment 31
Binding Effect 31
Force Majeure 31
Exhibits 32
Business Economic Support Act 32
Venue and Consent to Jurisdiction 32
Costs and Expenses 32
Business Relationships 32
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LIST OF EXHIBITS
Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi Exhibi
t A
t B
tC-I
tC-2
tD
IE
IF
tG
tH
tl
t J
Legal Description of Redevelopment Area*
Legal Description of Property*
Project Budget*
MBE/WBE Project Budget*
Permitted Liens
Requisition Form
TIF-Funded Improvements*
Form of Subordination Agreement
Opinion of Developer's Counsel
Insurance Requirements
Minimum Assessed Value
(An asterisk^*) indicates which exhibits are lo be recorded.)
iv
This agreement was prepared by and after recording return to: Charles E. Rodgers, Jr., Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602
IMANI VILLAGE REDEVELOPMENT AGREEMENT
This Imani Village Redevelopment Agreement (this "Agreement") is made as of this
day of , 2018, by and between the City of Chicago, an Illinois municipal
coiporation (the "City"), through its Department of Planning and Development ("DPD"), and Trinity 95th and Cottage Grove Planned Community Development Series. LLC, an Illinois limited liability company (the "Developer"). Capitalized terms not otherwise defined herein shall have the meaning given in Section 2.
RECITALS
City Council Authority: To induce redevelopment pursuant to provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seg. (the "Act") the City Council of the City (the "the City Council") adopted certain ordinances on June 10, 1998 approving a redevelopment plan for the Stony Island/Burnside Redevelopment Project Area (the "Redevelopment Area"), designating the Redevelopment Area as a "redevelopment project area" under the Act, adopting tax increment allocation financing for the Area, as amended on June 9, 2010, (collectively, the "TIF Ordinances"). The Redevelopment Area is legally described in Exhibit A hereto.
The Project: The Developer intends to undertake the redevelopment project described below (the "Project") with respect to certain property owned by the Developer located within the Redevelopment Area and commonly known as 901 E. 95th Street Chicago, Illinois 60628 and legally described on Exhibit B (the "Property"). The completion of the Project would not reasonably be anticipated without the financing contemplated in this Agreement. The Project will be carried out in accordance with this Agreement and the City of Chicago Stony Island/Burnside Redevelopment Project Area Tax Increment Financing Program Redevelopment Plan (the "Redevelopment Plan"). The Project shall consist of partial renovation of an existing 47,167 square foot office building and the construction of an approximately 13,000 square foot addition, to create a 60,1/6 square foot office building at the Property. An Advocate Medical|1010|
Center, which will be located in the newly constructed addition, will anchor the building. Other smaller tenants are expected to lease portions of the existing office building.
C. City Financing: The City agrees to use Incremental Taxes to reimburse the Developer for the costs of TIF-Funded Improvements pursuant to the terms and conditions of this Agreement.
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:
SECTION 1. RECITALS
The foregoing recitals are hereby incorporated into this agreement by reference.
SECTION 2. DEFINITIONS
For purposes of this Agreement, in addition to the terms defined in the foregoing recitals, the following terms shall have the meanings set forth below:
"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer.
"Annual Compliance Report" shall mean a signed report from Developer to the City (a) itemizing each of Developer's obligations under the RDA during the preceding calendar year, (b) certifying Developer's compliance or noncompliance with such obligations, (c) attaching evidence (whether or not previously submitted to the City) of such compliance or noncompliance and (d) certifying that Developer is not in default with respect to any provision of the RDA, the agreements evidencing the Lender Financing, if any, or any related agreements; provided, that the obligations to be covered by the Annual Compliance Report shall include the following: (1) compliance with the Operations Covenant (Section 8.05); (2) compliance with the Occupancy Covenant (Section 8.05); (3) delivery of Financial Statements and unaudited financial statements (Section 8.13); (4) delivery of updated insurance certificates, if applicable (Section 8.10); (5) delivery of evidence of payment of Non-Governmental Charges, if applicable (Section 8.14); (6) compliance with all other executory provisions of the RDA, and (7) the number of people currently employed at the Project.
"Capital Event" shall have the meaning set forth in Section 8.22 hereof.
"City Council" shall have the meaning set forth in the Recitals hereof.
"City Fee" shall mean the fee described in Section 4.05 hereof.
"City Funds" shall mean the funds described in Section 4.01 hereof.
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"Closing Date" shall mean the date of execution and delivery of this Agreement, which shall be deemed to be the date appearing in the first paragraph of this Agreement.
."Completion Date" shall mean the date the City issues its Final Certificate of Completion.
"Compliance Period" shall mean shall mean that period beginning on the date of the issuance of the Final Certificate until the tenth anniversary of such date
"Corporation Counsel" shall mean the City's Office of Corporation Counsel.
"Employer(s)" shall have the meaning set forth in Paragraph E of Section 6 (E) hereto.
"Environmental Laws" shall mean any and all federal, state or local statutes, laws, regulations, ordinances, codes, rules, orders, licenses, judgments, decrees or requirements relating to public health and safety and the environment now or hereafter in force, as amended and hereafter amended.
"Equity" shall mean funds of the Developer (other than funds derived from Lender Financing) in an amount not less than that set forth in Section 4.01 hereof.
"Event of Default" shall have the meaning set forth in Section 12 hereof.
"Excess Proceeds" shall have the meaning set forth in Section 8.22 hereof.
"Final Certificate" shall mean the Final Certificate of Completion to be issued by the City upon compliance with the conditions described in Section 7.01 hereof.
"General Contractor" shall mean the general contractor(s) hired by the Developer for the Project,,Power and Sons Construction Company.
"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/1 l-74.4-8(b) of the Act, are allocated to and when collected are paid to the Treasurer of the City of Chicago for deposit by the Treasurer into the Redevelopment Area TIF Fund established to pay Redevelopment Project Costs and obligations incurred in the payment thereof.
"Initial Certificate" shall mean the Initial Certificate of Completion to be issued by the City upon compliance with the conditions described in Section 7.01 hereof.
"Lender Financing" shall mean funds borrowed by the Developer from lenders and used to pay for Costs ofthe Project otherwise secured by the Property.
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"MBE(s)" shall mean a business identified in the Directory of Certified Minority Business Enterprises published by the City's Purchasing Department, or otherwise certified by the City's Purchasing Department as a minority-owned business enterprise.
\"MBE/WBE Budget" shall mean the budget attached hereto as Exhibit C-2.
"Municipal Code" shall mean the Municipal Code of the City of Chicago.
"Non-Governmental Charges" shall mean all non-governmental charges, liens, claims, or encumbrances relating to the Developer, the Property or the Project.
"Occupancy Covenant" shall have the meaning set forth in Section 8.05.
"Operations Covenant" shall have the meaning set forth in Section 8.05.
"Permitted Liens" shall mean those liens and encumbrances against the Property and/or the Project set forth on Exhibit D hereto.
"Prohibited Use" shall mean a fast-food chain restaurant, an employment agency, a currency exchange, a payday loan store, a pawn shop, a psychic or astrological or palm-reading business, a bar or liquor store, an adult bookstore, a massage parlor, a hotel or motel, an off-track betting facility, a trailer-storage yard, a scrap yard, or any use similar to the preceding uses or otherwise identified in writing by DPD. The Commissioner of DPD shall have discretion to consent to a waiver of any of the foregoing prohibited uses for any specific development, which consent shall be in the Commissioner's sole discretion.
"Project Budget" shall mean the budget attached hereto as Exhibit C-l, showing the total cost of the Project by line item, as the same may be amended from time to time with the consent of DPD. " !
"Redevelopment Area TIF Fund" shall mean the special tax allocation fund created by the City in connection with the Redevelopment Area into which the Incremental Taxes will be deposited.
"Redevelopment Project Costs" shall mean redevelopment project costs as defined in Section 5/1 l-74.4-3(q) of the Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.
"Requisition Form" shall mean the document, in the form attached hereto as Exhibit E, to be delivered by the Developer to DPD pursuant to Section 4.04 of this Agreement.
"Survey" shall mean a survey of the Property prepared in accordance with Minimum Standard Detail Requirements adopted for ALTA/ACSM Land Title Surveys (1999 Revision), including such Table A requirements as the City may reasonably require, dated within 45 days prior to the Closing Date, acceptable in form and content to the City and the Title Company,|1010|
prepared by a surveyor registered in the State of Illinois, certified to the Cily and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property resulting from the Project, if any.
"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on the date on which the Redevelopment Area is no longer in effect.
"TIF-Funded Improvements" shall mean those improvements of the Project which (i) qualify as Redevelopment Project Costs, (ii) are eligible costs under the Redevelopment Plan and (iii) the City has agreed to pay for out of the City Funds, subject to the terms of this Agreement, as set forth on Exhibit I, as the same may be amended with DPD's consent.
"Title Company" shall mean First American Title Insurance Company.
"Title Policy" shall mean a title insurance policy in the most recently revised ALTA or equivalent form, showing the Developer as the insured, noting the recording of this Agreement as an encumbrance against the Property, and a subordination agreement in favor of the City with respect to previously recorded liens against the Properly related to Lender Financing, if any, issued by the Title Company.
"WARN Act" shall mean the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
"WBE(s)" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Purchasing Department, or otherwise certified by the City's Purchasing Department as a women-owned business enterprise.
SECTION 3. THE PROJECT
The Project. The Developer will complete the Project no later than December 31, 2018, or such later date as lo which DPD may consent.
Project Budget. The Developer has furnished lo DPD, and DPD has .approved, the Project Budget. The Developer hereby certifies to the City that (a) the City Funds, together with Lender Financing and Equity shall be sufficient to complete the Project, and (b) the Project Budget is true, correct and complete in all material respects.
DPD Approval. Any approval granted by DPD under this Agreement is for the purposes of this Agreement only and does not affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by DPD pursuant to this Agreement constitute approval of the quality, structural soundness or safety ofthe Property or the Project or otherwise lessen the Developer's obligations under Section 5.02.
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Survey Update. On the Completion Date, the Developer shall provide an updated Survey if the Project added new improvements to the Property.
Signs and Public Relations. The Developer shall erect a sign in accordance with a template provided by DPD, and subject to final approval by DPD, in a conspicuous location on the Property during the Project indicating that financing has been provided by the City.
Change Orders. Except as provided below in this Section 3.06, all Change Orders (and documentation substantiating the need and identifying the source of funding therefor) relating to changes to the Project must be submitted by Developer to DPD concurrently with the 'progress reports described in Section 3.07 hereof; provided, that any Change Order relating to any of the following must be submitted by Developer to DPD for DPD's prior written approval: (a) changes in the Project scope that reduces the gross or net square footage of Project by five percent (5%) or more (either individually or cumulatively); (b) a change in the use of Project to a use other than as described in Recital B to this Agreement; (c) a delay in the completion ofthe Project by six (6) months or more; or (d) Change Orders resulting in an aggregate increase to the Project Budget for the Project often percent (10%) or more. Developer shall not authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to the receipt by Developer"'of DPD's written approval (to the extent said City prior approval is required pursuant to the terms of this Agreement).
Progress Reports and Survey Updates. Developer shall provide DPD with written quarterly progress reports detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date being considered a Change Order, requiring DPD's written approval pursuant to Section 3.06). In addition, Developer shall provide DPD with monthly reports regarding MBE/WBE utilization and compliance with prevailing wage and the City's residency requirements. Any shortfall in compliance with the requirements listed in this Section 3.07 shall be included in the monthly reports to DPD.
SECTION 4. FINANCING
4.01 Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $7,644,022, which the Developer will initially fund from the following sources:
-Equity $ 513,000
Lender Financing
Cornerstone Fund Loan $6,150,000
- Bridge Loan $ 981,022
ESTIMATED TOTAL $7.644. 022
Amount of City Funds (as defined below) $ 981,022
Such sources of funds shall be used to pay all Project costs because no City Funds will be paid until the City's issuance of an Initial or Final Certificate, and then only on a "pay-as-you-
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go" basis. Except for the City Funds, no other City financial assistance or incentives have been or will be provided for the Project.
4.02 Reimbursement from City Funds. City Funds may only be used lo reimburse the Developer after the issuance of an Initial or Final Certificate for costs of TIF-Funded Improvements that constitute Redevelopment Project Costs. Exhibit F sets forth the maximum amount of costs that may be reimbursed from City Funds for each line item therein, contingent upon receipt by the City of documentation satisfactory to DPD. City Funds shall not be paid to the Developer hereunder prior to the issuance of an Initial or Final Certificate. In no event shall the City reimburse the Developer in excess of $981,022, which represents Twelve and One Eight percent (12.8%) of the Project costs, as set out in the final Project Budget.
Subject to the terms and conditions of this Agreement, the City hereby agrees to provide funds solely from Incremental Taxes to reimburse the Developer for the cost of TIF-Funded Improvements up to the maximum amount determined under the last sentence of the preceding paragraph (the "City Funds"). The City Funds shall be paid to the Developer in two equal disbursements according pursuant to the time frames set forth herein and in accordance with the terms and conditions of this Agreement, as follows:
Payment Timing Maximum Annual Payment
Payment #1 Issuance of Initial Certificate $490,511
Payment #2 The later of the First Anniversary of the Issuance of the Initial Certificate or Issuance of the Final Certificate $490,511
TOTAL CITY FUNDS $981,022
City Funds derived from Incremental Taxes shall be available to pay such costs and allocated for such purposes only so long as:
The amount of the Incremental Taxes is sufficient to pay for such costs;
and
The City has been paid the City Fee described in Section 4.05 below.
The Developer acknowledges and agrees that the City's obligation to pay any City Funds is contingent upon the fulfillment of the conditions set forth in parts (i) and (ii) above, as well as the prior issuance of the Initial or Final Certificate and the Developer's satisfaction of all other applicable terms and conditions of this Agreement, including, without limitation, compliance with the covenants in Section 8.05.
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Reduction of City Funds. Upon the occurrence ofthe following, without limitation, City Funds may be reduced if the final Total Project Cost falls below $7,644,022, the City Funds will be reduced by $1.00 for every $1.00. Such reduction shall be made from Payment #1 and, if necessary, from Payment #2.
Requisition Form. Prior to DPD issuing Payment 1 or 2, the Developer shall provide DPD with a Requisition Form, along with the documentation described therein. Requisition for reimbursement of TIF-Funded Improvements shall be made not more than one time per year (or as otherwise permitted by DPD). Upon DPD's request, the Developer shall meet with DPD to discuss any Requisition Form(s).
4.05, City Fee. Annually, the City may allocate an amount not to exceed ten percent (10%) of the Incremental Taxes for payment of costs incurred by the City for the administration and monitoring ofthe Redevelopment Area, including the Project. Such fee shall be in addition to and shall not be deducted from or considered a part ofthe City Funds, and the City shall have the right to receive such funds prior to any payment of City Funds hereunder.
Cost Overruns. The Developer shall be solely responsible for any Project costs in excess of those set forth in the Project Budget and shall hold the City harmless from any and all such costs.
Conditional Grant. The City Funds being provided hereunder are being granted on a conditional basis, subject to the Developer's compliance with the provisions of this Agreement. The payment of City Funds is subject to being terminated and/or reimbursed as provided in Section 12.
SECTION 5. CONDITIONS PRECEDENT
I he Developer must satisfy the following conditions before the City will execute and deliver this Agreement, unless such conditions are waived in writing by the City:
Project Budget. DPD must have approved the Project Budget.
Other Governmental Approvals. The Developer must have secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to DPD. Such approvals shall include, without limitation, all building permits necessary for the Project; provided, however, that if the Cily agrees to close before construction commences, such building permits shall be secured prior to commencement of any such construction work.
Financing. The Developer must have furnished proof reasonably acceptable to the City that it has Equity and Lender Financing to complete the Project. Any liens against the Property in existence at the Closing Date must have been subordinated to this Agreement pursuant to a Subordination Agreement in the form of Exhibit G to be recorded, at the expense of the Developer, with the Recorder's Office of Cook County.|1010|
Acquisition and Title. The Developer must have furnished the City with a copy of the Title Policy for the Property, certified by the Title Company, showing the Developer as the named insured, along with copies of all Schedule B title exception documents. The Title Policy must be dated as ofthe Closing Date and contain only those title exceptions listed on Exhibit D hereto and evidence the recording of this Agreement. The Title Policy must contain such endorsements as may be required by Corporation Counsel, including but not limited to an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking), contiguity, location, access and survey. If the Project involves any acquisition of real property, the Developer must have provided DPD with documentation related to such acquisition.
Evidence of Clean Title. The Developer, at its own expense, must have provided the City with searches under its name and the following other names as follows: Trinity 95th and Cottage Grove Planned Community Development, Series, LLC, Trinity United Church of Christ:
Secretary of State Secretary of State Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U.S. District Court Clerk of Circuit Court, Cook County
UCC search federal tax search UCC search Fixtures search Federal tax search State tax search
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
showing no liens against the Developer, the Property, Trinity United Church of Christ or any fixtures now or hereafter affixed thereto, except for the Permitted Liens.
Surveys. The Developer must have furnished the City with three (3) copies ofthe
Survey.
Insurance. The Developer, at its own expense, must have insured the Property in accordance with Exhibit I hereto, and delivered to DPD actual policies or Accord Form 27 certificates evidencing the required coverages.
Opinion of the Developer's Counsel. On the Closing Date, the Developer must have furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit FI, with such changes as may be acceptable to Corporation Counsel.
Financial Statements. The Developer and any entity holding an ownership interest in Developer must have provided DPD with three years of its most recent of financial statements, or as DPD may reasonably require.
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5.10 Documentation. The Developer must have provided documentation lo DPD, satisfactory in form and substance to DPD, with respect to the current number of employees per Section 8.05.
Environmental. The Developer must have provided DPD with copies of any existing phase I environmental audits completed with respect to the Property and a letter from the environmental engineer(s) who completed such audit(s), authorizing the City to rely on such audits.
Corporate Documents; Economic Disclosure Statement. The Developer must have provided a copy of its Articles or Certificate of Incorporation containing the original certification of the Secretary of State of its state of incorporation; certificates of good standing from the Secretary of State of its state of incorporation and the State of Illinois; a secretary's certificate in such form and substance as the Corporation Counsel may require; by-laws of the corporation; and such other corporate documentation as the City has requested. If the Developer is not a corporation, it shall provide comparable documentation based on its entity status. The Developer must also have provided the City with an Economic Disclosure Statement dated as ofthe Closing Date.
Litigation. The Developer must have provided to Corporation Counsel and DPD, a description of all pending or threatened litigation or administrative proceedings involving the Developer and the Property.
SECTION 6. AGREEMENTS WITH CONTRACTORS AND CONSTRUCTION
REQUIREMENTS
Construction Contract. Upon DPD's request, the Developer must provide DPD with a certified copy of the construction contract, together with any modifications, amendments or supplements thereto, and upon DPD's request, a copy of any subcontracts.
Performance and Payment Bonds. Prior to the commencement of any portion ofthe Project which includes work on the public way, the Developer must require the General Contractor to be bonded for its payment by sureties having an AA rating or better using a bond in a form acceptable to the City. The City shall be named as obligee or co-obligee on any such bonds.
Employment Profile. Upon DPD's request, the Developer, the General Contractor and all subcontractors must submit to DPD statements of their respective employment profiles.
Prevailing Wage. The Developer, the General Contractor and all subcontractors must pay the prevailing wage rate as ascertained by the Illinois Department of Labor (the "Department"), to all persons working on the Project. All such contracts shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the Department revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon the City's request, the Developer
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shall provide the City with copies of all such contracts entered into by the Developer or the General Contractor to evidence compliance with this Paragraph D.
E. Employment Opportunity. The Developer shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer operating on the Property (collectively, with the Developer, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Developer and during the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:'
No Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010 et seq Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a non-discriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income.
To the greatest extent feasible, each Employer is required to present opportunities for training and employment of low- and moderate-income residents of the City and preferably of the Area; and to provide that contracts for work in connection with the construction of the Project be awarded to business concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Area.
Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto.
Each Employer, in order to demonstrate compliance with the terms of this Paragraph, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
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Each Employer shall include the foregoing provisions of subparagraphs (1) through (4) in every contract entered into in connection with the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.
Failure to comply with the employment obligations described in this Paragraph E shall be a basis for the City to pursue its remedies under the Redevelopment Agreement.
F. City Resident Construction Worker Employment Requirement. The Developer agrees for itself and its successors and assigns, and shall contractually obligate its General Contractor and shall cause the General Contractor to contractually obligate its subcontractors, as applicable, to agree, that during the construction of the Project they shall comply with the minimum percentage of total worker hours performed by actual residents ofthe City as specified in Section 2-92-330 of the Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents of the City); provided, however, that in addition to complying with this percentage, the Developer, its General Contractor and each subcontractor shall be required to make good faith efforts to utilize qualified residents ofthe City in both unskilled and skilled labor positions.
The Developer may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 ofthe Municipal Code of Chicago in accordance with standards and procedures developed by the Chief Procurement Officer of the City.
"Actual residents of the City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
The Developer, the General Contractor and each subcontractor shall provide for the maintenance of adequate employee'residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of DPD in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name.
The Developer, the General Contractor and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of DPD, the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Developer, the General Contractor and each subcontractor
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shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.
At the direction of DPD, affidavits and other supporting documentation will be required of the Developer, the General Contractor and each subcontractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Developer, the General Contractor and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) shall not suffice to replace the actual, verified achievement ofthe requirements of this Paragraph concerning the worker hours performed by actual Chicago residents.
When work at the Project is completed, in the event that the City has determined that the Developer has failed to ensure the fulfillment of the requirement of this Paragraph concerning the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Paragraph. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1 percent (0.0005) of the aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Developer must surrender damages as provided in this paragraph.
Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents.
The Developer shall cause or require the provisions of this Paragraph F to be included in all construction contracts and subcontracts related to the Project.
G. The Developer's MBE/WBE Commitment.
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The Developer agrees for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the General Contractor to agree that, during the Project:
Consistent with the findings which support the Minority-Owned and Women-Owned Business Enterprise Procurement Program (the "MBE/WBE" Program"), Section 2-92-420 et seq., Municipal Code of Chicago, and in reliance upon the provisions of the MBE/WBE Program to the extent contained in, and as qualified by, the provisions of this Paragraph G, during the course of the Project, at least the following percentages of the MBE/WBE Budget attached hereto as Exhibit C-2 (as these budgeted amounts may be reduced to reflect decreased actual costs) shall be expended for contract participation by MBEs or WBEs:
At least 26 percent by MBEs
and
At least 6 percent by WBEs.
For purposes of this Paragraph G only, the Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer in connection with the Project) shall be deemed a "contract" as such terms are defined in Section 2-92-420, Municipal Code of Chicago.
(3) Consistent with Section 2-92-440, Municipal Code of Chicago, the Developer's
MBE/WBE commitment may be achieved in part by the Developer's status as an MBE or WBE
(but only to the extent of any actual work performed on the Project by the Developer), or by a
joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the
MBE or WBE participation in such joint venture or (ii) the amount of any actual work performed
on the Project by the MBE or WBE), by the Developer utilizing a MBE or a WBE as a General
Contractor (but only to the extent of any actual work performed on the Project by the General
Contractor), by subcontracting or causing the General Contractor to subcontract a portion of the
Project to one or more MBEs or WBEs, or by the purchase of materials used in the Project from
one 0/ more MBEs or WBEs, or by any combination of the foregoing. Those entities which
constitute both a MBE and a WBE shall not be credited more than once with regard to the
Developer's MBE/WBE commitment as described in this Paragraph G. The Developer or the
General Contractor may meet all or part of this commitment through credits received pursuant to
Section 2-92-530 of the Municipal Code of Chicago for the voluntary use of MBEs or WBEs in
its activities and operations other than the Project.
(4) Prior to the City's issuance of a Final Certificate, the Developer shall provide to DPD
a final report describing its efforts to achieve compliance with this MBE/WBE commitment.
Such report shall include inter alia the name and business address of each MBE and WBE
solicited by the Developer or the General Contractor to work on the Project, and the responses
received from such solicitation, the name and business address of each MBE or WBE actually
involved in the Project, a description of the work performed or products or services supplied, the
date and amount of such work, product or service, and such other information as may assist DPD
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in determining the Developer's compliance with this MBE/WBE commitment. DPD has access to the Developer's books and records, including, without limitation, payroll records, books of account and tax returns, and records and books of account in accordance with the Redevelopment Agreement, on five (5) business days' notice, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion ofthe Project.
Upon the disqualification of any MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this Subsection (e), the disqualification procedures are further described in Section 2-92-540, Municipal Code of Chicago.
Any reduction or waiver of the Developer's MBE/WBE commitment as described in this Paragraph G shall be undertaken in accordance with Section 2-92-450, Municipal Code of Chicago.
Prior to the commencement ofthe Project, the Developer, the General Contractor and all major subcontractors shall be required to meet with the monitoring staff of DPD with regard to the Developer's compliance with its obligations under this Paragraph G. During this meeting, the Developer shall demonstrate to DPD its plan to achieve its obligations under this Paragraph G, the sufficiency of which shall be approved by DPD. During the Project, the Developer shall, upon the request of the monitoring staff of DPD, such interim reports as the monitoring staff may require. Failure to submit such documentation on a timely basis, or a determination by DPD, upon analysis of the documentation, that the Developer is not complying with its obligations hereunder shall, upon the delivery of written notice to the Developer, be deemed an Event of Default hereunder.
H. Books and Records. The Developer, the general contractor and each subcontractor
shall keep and maintain books and records that fully disclose the total actual cost of the Project
and the disposition of all funds from whatever source allocated thereto and as otherwise
necessary to evidence the Developer's compliance with its obligations under this Agreement,
including, but not limited to, payroll records, general contractor's and subcontractors' sworn
statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and
invoices and the like. Such books and records shall be available at the applicable party's offices
for inspection, copying, audit and examination by an authorized representative of the City, at the
Developer's expense.
I. Incorporation in Other Contracts. The general contract and each subcontract shall
include a rider incorporating Paragraphs C, D, E(5) and H of this Section 6.01 and the insurance
requirements in Exhibit I. The general contract shall also incorporate in such rider Paragraphs F
and G of this Section 6.01.
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SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION
7.01 Certificate(s) of Completion of Construction or Rehabilitation. Upon completion of the of the Project in accordance with the terms of this Agreement and upon the Developer's written request, DPD shall either issue to the Developer an Initial or Final Certificate, respectively in recordable form certifying that the Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement, or a written statement detailing the measures which must be taken in order to obtain them. DPD may require a single inspection by an inspecting architect hired at the Developer's expense to confirm the completion of the Project. DPD shall make its best efforts to respond to Developer's written request for the Initial or Final Certificate within forty-five (45) days by issuing either the Initial or Final Certificate or 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 Developer in order to obtain the Initial or Final Certificate. Developer may resubmit a written request for the Initial or Final Certificate upon completion of such measures.
The Developer acknowledges and understands that the City will not issue the Initial Certificate and pay out City Funds in connection with the Project, until the following conditions have been met:
Completion ofthe rehabilitation of the existing facility, including core, shell and build-out and vertical construction of the medical center space by June 30, 2018, and
Evidence acceptable to DPD that Developer has transferred the medical center space to Advocate for the build-out phase of construction.
Furthermore, the Developer acknowledges and understands that the City will not issue the Final Certificate and pay out the remaining City Funds in connection with the Project, until the following conditions have been met:
Issuance of the Initial Certificate; and
Evidence acceptable to DPD that the Total Project Cost is equal to, or in excess of, $7,644,022. As described in Section 4.03(c), the City Funds will be reduced on a dollar for dollar basis if the Total Project Cost is less than $7,644,022; and
Receipt of a Certificate of Occupancy or other evidence acceptable to DPD that the developer has complied with building permit requirements for Project; and
Not less than 75% of the Property is leased, occupied and open for business, including the Advocate Medical Center; and
Evidence acceptable to DPD in the form of a closeout letter from DPD's Compliance and Monitoring division stating that the Developer is in complete compliance with all City Requirements (MBE/WBE, City Residency, and Prevailing Wage), as provided in herein; and
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Evidence that the Developer has incurred TIF-eligible costs in an equal amount to, or greater then, the total maximum amount of City Funds for the Project (up to $981,022)
J and
Evidence acceptable to DPD that the construction of the Advocate Medical Center is complete and that the center is in full operation by December 3 1, 2018.
Effect of Issuance of Certificates; Continuing Obligations. The Initial and Final Certificates relate only to the respective performance of the work associated with the Project improvements. After the issuance of the Final Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein unrelated to such work will remain in effect throughout the Term ofthe Agreement as to the parties described in the following paragraph, and the issuance ofthe Final Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.
Those covenants specifically described at Sections 8.02. 8.05 (a) and 8.14(c) as covenants that run with the land will bind any transferee ofthe Property (including an assignee as described in the following sentence) throughout the Term of the Agreement or such shorter period as may be explicitly provided for therein. The other executory terms of this Agreement shall be binding only upon the Developer or a permitted assignee under Section 15.15 of this Agreement.
Failure to Complete. If the Developer fails to complete the Project in accordance with the terms of this Agreement, neither the Initial or Final Certificate will ever be issued, and the City will have the right to terminate this Agreement. If this occurs, no City Funds will ever be paid to the Developer. In addition, if the Project's TIF-Funded Improvements include any public improvements, the City will have the right (but not the obligation) to complete such public improvements and the Developer must immediately reimburse the City for all reasonable costs and expenses incurred in completing such public improvements.
Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DPD shall provide the Developer, at the Developer's written request, with a written notice in recordable form stating that the Term ofthe Agreement has expired.
SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE
DEVELOPER.
8.01 General. The Developer represents, warrants and covenants, as ofthe date of this Agreement and as of the date of each disbursement of City Funds hereunder, that:
the Developer is a limited liability company duly organized, validly existing, qualified to do business in Illinois and in Illinois, and licensed to do business in any other state where, clue to the nature of its activities or properties, such qualification or license is required;
the Developer has the right, power and authority lo enter into, execute, deliver and perform this Agreement;
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the execution, delivery and performance by the Developer of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its Articles of Organization as amended and supplemented, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which the Developer is now a party or by which the Developer is now or may become bound;
during the term of this Agreement, the Developer will continue to own good, indefeasible and merchantable fee simple title to the Property (and all improvements thereon), or a leasehold interest therein, free and clear of all liens except for the Permitted Liens and such other matters as DPD may consent to in writing;
the Developer is now and for the Term of the Agreement shall remain solvent and able to pay its debts as they mature;
(t) there are no, actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer which would impair its ability to perform under this Agreement;
(g) the Developer has and shall maintain all government permits, certificates and
consents necessary to conduct its business and to construct, complete and operate the Project;
(h) the Developer is not in default with respect to any agreement or instrument related to
the borrowing of money to which the Developer is bound or for which the Property serves as
collateral;
(i) any financial statements provided to the City are and will be, at the time of submittal,
true, complete and correct in all material respects;
(j) prior to the issuance ofthe Initial or Final Certificate. Developer shall not do any of the following without the prior written consent of DPD: (1) be a party lo any merger, liquidation or consolidation; (2) sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets or any portion ofthe Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) except in the ordinary course of business; (3) enter into any transaction outside the ordinary course of Developer's business that would materially and adversely affect the ability of the Developer to complete the Project; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations of any other person or entity that would materially and adversely affect the ability of the Developer to complete the Project; or (5) enter into any transaction that would cause a material and detrimental change to Developer's financial condition;
(k) has not made or caused to be made, directly or indirectly, any payment, gratuity or offer of employment in connection with the Agreement or any contract paid from the City treasury or pursuant to City ordinance, for services to any City agency ("City Contract") as an inducement for the City to enter into the Agreement or any City Contract with the Developer in violation of Chapter 2-156-120 ofthe Municipal Code ofthe City; and
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(1) the Property shall not be used for any Prohibited Use.
Covenant to Redevelop. The Developer shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto, the Redevelopment Plan, the TIF Ordinances, the Project Budget and all amendments thereto, and all applicable federal, state and local laws, ordinances, rules, regulations, executive orders and codes. The covenants set forth in this Section shall run with the land but shall be deemed satisfied and shall terminate when the City issues its Final Certificate for recording in the Recorder's Office of Cook County.
Use of City Funds. City Funds shall be used by the Developer solely to reimburse the Developer for its payment for the TIF-Funded Improvements.
Bonds. The Developer shall, at the request of the City, agree to any reasonable amendments to this Agreement that are necessary or desirable in order for the City to issue (in its sole discretion) any bonds in connection with the Redevelopment Area; provided, however, that any such amendments shall not have a material adverse effect on the Developer or the Project. The Developer shall, at the Developer's expense, cooperate and provide reasonable assistance in connection with the marketing of any such bonds, including but not limited to providing written descriptions of the Project, making representations, providing information regarding its financial condition and assisting the City in preparing an offering statement with respect thereto. If any such bonds are issued, the City may use the proceeds thereof to reimburse the Developer for any amounts remaining due under this Agreement.
Job Creation and Retention, Operations Covenant and Occupancy Covenant. The Developer expects that approximately fifty (50) full-time equivalent jobs will be created or retained by the tenants at the Property, including eight (8) full-time equivalent jobs created by the Advocate Medical Center, and twenty-nine (29) full-time equivalent jobs retained at the Property by the current tenants. Developer also anticipates that 50 construction jobs will be created during the construction phase of the Project. The aforementioned jobs totals are not subject to a jobs covenant, but are for informational purposes.
The Developer covenants that at all time throughout the Compliance Period,
it will maintain its operations within the City of Chicago and operate the Property for the same use or other office/commercial use, as approved by DPD, and at substantially the same capacity as described in the Developer's TIF application and/or this Agreement, unless the covenant in clause (a) is satisfied and the Commissioner of DPD, in the Commissioner's sole discretion, consents to a change in use (the "Operations Covenant"); and
ensure that all tenants and operations shall be in compliance with the Prohibited Uses, as described herein; and
maintain that not less than seventy-five percent (75%) ofthe Project shall remain leased and operated during the Compliance Period if the Advocate Medical Center is operational or maintain that not less than ninety percent (90%) of the Project's non-Advocate retail space
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shall remain leased and operated during the Compliance Period if the Advocate Medical Center is not operational (the "Occupancy Covenant"').
If the developer fails to satisfy either the Operations Covenant or the Occupancy Covenant, the City shall have the right to cease TIF payments, seek reimbursement of TIF payments made to the Developer, and to terminate this Agreement.
In addition, no cure period shall apply to default arising from a breach ofthe Operations Covenant and such breach shall be an immediate Event of Default. In the event the Developer fails to perform the aforesaid Occupancy Covenant, an Event of Default shall not be deemed to have occurred unless the Developer has failed to cure such default within one year of its receipt of a written notice from the City specifying the nature of the default.
During the Compliance Period, the Developer shall use its best efforts, at the time of tiling the Annual Compliance Report, to provide DPD with a notarized affidavit certifying to its compliance with this Section 8.05 for the 12 month period ending the day prior to the date of such filing date of such certificate. The covenants set forth in this Section 8.05(a) shall run with the land and be binding upon any permitted transferee, if any, for the period set forth in the first paragraph of this Section 8.05.
Arms-Length Transactions. Unless disclosed in the approved Project Budget or unless DPD has given its prior written consent with respect thereto, no Affiliate ofthe Developer may receive any portion of City Funds, directly or indirectly, in payment for work done, services provided or materials supplied in connection with any TIF-Funded Improvement. The Developer shall provide information with respect to any entity to receive City Funds directly or indirectly (whether through payment to the Affiliate by the Developer and reimbursement to the Developer for such costs using City Funds, or otherwise), upon DPD's request, prior to any such disbursement.
Conflict of Interest. Pursuant to Section 5/1 l-74.4-4(n) ofthe Act, the Developer represents, warrants and covenants that, to the best of its knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Redevelopment Area or the Redevelopment Plan, or any consultant hired by the City or the Developer with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will own or control any interest, direct or indirect, in the Developer's business, the Property or any other property in the Redevelopment Area.
Disclosure of Interest. The Developer's counsel has no direct or indirect financial ownership interest in the Developer, the Property or any other aspect ofthe Project.
Financial Statements. The Developer shall provide DPD with financial statements for each fiscal year within 90 days of the close of such fiscal year and, at DPD's request, shall provide such interim statements as DPD may require.
Insurance. The Developer shall provide ;incl maintain during the Term of the Agreement, and cause other applicable parties to provide and maintain, the insurance coverages specified in Exhibit L.
Non-Governmental Charges. Except for the Permitted Liens, and subject to the next sentence, the Developer agrees to pay or cause to be paid when due any Non-Governmental Charges. The Developer has the right, before any delinquency occurs, to contest any Non-Governmental Charge by appropriate legal proceedings properly and diligently prosecuted, so long as such proceedings serve to prevent any sale or forfeiture ofthe Property.
Compliance with Laws. The Property and the Project are and shall be owned and operated in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes.
Recording and Filing. The Developer shall cause this Agreement, certain exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed against the Property in the Recorder's Office of Cook County. If the Permitted Liens include any existing mortgages, such mortgagee must execute a subordination agreement in the form of Exhibit G.
8.14 Real Estate Provisions; Governmental Charges,
(a) Governmental Charges.
Payment of Governmental Charges. Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon Developer, the Property or the Project, or become due and payable, and which create, may create, a lien upon Developer or all or any portion of the Property or the Project. "Governmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances (except for those assessed by foreign nations, states other than the State of Illinois, counties of the State other than Cook County, and municipalities other than the City) relating to Developer, the Property or the Project including but not limited to real estate taxes.
Right to Contest. Developer has the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection of the contested Governmental Charge and prevent the imposition of a lien or the sale or forfeiture of the Property. Developer's right to challenge real estate taxes applicable to the Property is limited as provided for in Section 8.14 (c) below; provided, that such real estate taxes must be paid in full when due and may be disputed only after such payment is made. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending Developer's covenants to pay any such Governmental Charge at the time and in the manner provided
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in this Agreement unless Developer has given prior written notice to DPD of Developer's intent to contest or object to a Governmental Charge and, unless, at DPD's sole option.
Developer shall demonstrate to DPD's satisfaction that legal proceedings instituted by Developer contesting or objecting to a Governmental Charge shall conclusively operate to prevent or remove a lien against, or the sale or forfeiture of, all or any part ofthe Property to satisfy such Governmental Charge prior to final determination of such proceedings; and/or
Developer shall furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property during the pendency of such contest, adequate,to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest.
(b) Developer's Failure To Pay Or Discharge Lien. If Developer fails to pay any
Governmental Charge or to obtain discharge ofthe same. Developer shall advise DPD thereof in
writing, at which time DPD may, but shall not be obligated to, and without waiving or releasing
any obligation or liability of Developer under this1 Agreement, in DPD's sole discretion, make
such payment, or any part thereof, or obtain such discharge and take any other action with
respect thereto which DPD deems advisable. All sums so paid by DPD, if any, and any
expenses, if any, including reasonable attorneys' fees, court costs, expenses and other charges
relating thereto, shall be promptly disbursed to DPD by Developer. Notwithstanding anything
contained herein to the contrary, this paragraph shall not be construed to obligate the City to pay
any such Governmental Charge. Additionally, if Developer fails to pay any Governmental
Charge, the City, in its sole discretion, may require Developer lo submit to the City audited
Financial Statements at Developer's own expense.
(c) Real Estate Taxes.
(i) Acknowledgment of Real Estate Taxes. Developer agrees that (A) for the
purpose of this Agreement, the total projected minimum assessed value of the Property
("Minimum Assessed Value") is shown on Exhibit .1 attached hereto and incorporated
herein by reference for the years noted on Exhibit .1 and (B) the real estate taxes
anticipated to be generated and derived from the respective portions of the Property and
the Project for the years shown are fairly and accurately indicated in Exhibit J.
(ii) Real Estate Tax Exemption. With respect to the Property or the Project,
neither Developer nor any agent, representative, lessee, tenant, assignee, transferee or
successor in interest to Developer shall, during the Term of this Agreement, seek, or
authorize any exemption (as such term is used and defined in the Illinois Constitution,
Article IX, Section 6 (1970)) for any year that the Redevelopment Plan is in effect.
(iii) No Reduction in Real Estate Taxes. Neither Developer nor any agent,
representative, lessee, tenant, assignee, transferee or successor in interest to Developer
TO
shall, during the Term of this Agreement, directly or indirectly, initiate, seek or apply for proceedings in order to lower the assessed value of all or any portion ofthe Property or the Project below the amount ofthe Minimum Assessed Value as shown in Exhibit J for the applicable year. '
i (iv) No Objections. Neither Developer nor any agent, representative, lessee,
tenant, assignee, transferee or successor in interest to Developer, shall object to or in any way seek to interfere with, on procedural or any other grounds, the filing of any Underassessment Complaint or subsequent proceedings related thereto with the Cook County Assessor or with the Cook County Board of Appeals, by either the City or any taxpayer. The term "Underassessment Complaint" as used in this Agreement shall mean any complaint seeking to increase the assessed value ofthe Property up to (but not above) the Minimum Assessed Value as shown in Exhibit J.
(v) Covenants Running with., the Land. The parties agree that the restrictions contained in this Section 8.14(c) are covenants running with the land and this Agreement shall be recorded by Developer as a memorandum thereof at Developer's expense, with the Cook County Recorder of Deeds on the Closing Date. These restrictions shall be binding upon Developer and its agents, representatives, lessees, successors, assigns and transferees from and after the date hereof, provided however, that the covenants shall be released when the Redevelopment Area is no longer in effect. Developer agrees that any sale, lease, conveyance, or transfer of title to all or any portion of the Property or Redevelopment Area from and after the date hereof shall be made explicitly subject to such covenants and restrictions. Notwithstanding anything contained in this Section 8.14(c) to the contrary, the City, in its sole discretion and by its sole action, without the joinder or concurrence of Developer, its successors or assigns, may waive and terminate Developer's covenants and agreements set forth in this Section 8.14(c).
Survival of Covenants. All warranties, representations, covenants and agreements of the Developer contained in this Section 8 and elsewhere in this Agreement shall be true, accurate and complete at the time of the Developer's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and (except as provided in Section 7 hereof upon the issuance of the Final Certificate) shall be in effect throughout the Term ofthe Agreement.
Lease. Developer shall submit to the City all leases for the Project for approval prior to closing.
Annual Compliance Report. Beginning with the calendar year in which the Final Certificate is issued and continuing throughout Compliance and Monitoring Period, the Developer shall submit to DPD the Annual Compliance Report at least sixty (60) days prior to any disbursement of City Funds. If this report is not received within the sixty day timeframe, the City will notify Developer in writing of such deficiency. Thereafter, Developer shall have ten (10) days to file the .Annual Compliance Report with DPD. Developer's failure to timely submit the report will result in a delay of payment of City Funds until any deficiencies are cured.
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8.18 Job Readiness Program. The Developer and the General Contractor shall undertake
a job readiness program, to work with the City, through the Workforce Solutions (DPD
Workforce Division), to participate in job training programs to provide job applicants for the
jobs created by the Project and the operation of the Developer's business on the Property.
Developer and General Contractor shall meet with DPD prior to the Closing Date to discuss the
Project.
8.19 Inspector General. It is the duly of Developer and the duty of any bidder, proposer,
contractor, subcontractor, and every applicant for certification of eligibility for a City contract or
program, and all of Developer's officers, directors, agents, partners, and employees and any such
bidder, proposer, contractor, subcontractor or such applicant: (a) to cooperate with the Inspector
General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Municipal
Code and (b) to cooperate with the Legislative Inspector General in any investigation undertaken
pursuant to Chapter 2-55 of the Municipal Code. Developer represents that it understands and
will abide by all provisions of Chapters 2-56 and 2-55 of the Municipal Code and that it will
inform subcontractors of this provision and require their compliance.
8.20. FOIA and Local Records Act Compliance.
FOIA. The Developer acknowledges thai the City is subject to the Illinois Freedom of Information Act, 5 ILCS 140/1 et. seq., as amended ("FOIA"). The FOIA requires the City to produce records (very broadly defined in FOIA) in response to a FOIA request in a very short period of time, unless the records requested are exempt under the FOIA. If the Developer receives a request from the City to produce records within the scope of FOIA, then the Developer covenants to comply with such request within 48 hours ofthe date of such request. Failure by the Developer to timely comply with such request shall be an Event of Default, j
Exempt Information. Documents that the Developer submits to the City under Section 8.18, (Annual Compliance Report) or otherwise during the Term ofthe Agreement that contain trade secrets and commercial or financial information may be exempt if disclosure would result in competitive harm. However, for documents submitted by the Developer to be treated as a trade secret or information that would cause competitive harm. FOIA requires that Developer mark any such documents as "proprietary, privileged or confidential." If the Developer marks a document as "proprietary, privileged and confidential", then DPD will evaluate whether such document may be withheld under the FOIA. DPD, in its discretion, will determine whether a document will be exempted from disclosure, and that determination is subject to review by the Illinois Attorney General's Office and/or the courts.
Local Records Act. The Developer acknowledges that the City is subject to the Local Records Act, 50 ILCS 205/1 et seq., as amended (the "Local Records Act"). The Local Records Act provides that" public records may only be disposed of as provided in the Local Records Act. If requested by the City, the Developer covenants to use its best efforts consistently applied to assist the City in its compliance with the Local Records Act
8.21 Shakman Accord
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The Developer shall perform under this Agreement as an independent contractor to the City and not as a representative, employee, agent or partner ofthe City.
The City is subject to the June 16, 2014 the "City of Chicago Hiring Plan" (the "2014 City Hiring Plan") entered in Shakman v. Democratic Organization of Cook County, Case No 69 C 2145 (United State District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Developer is aware that City policy prohibits City employees from directing any individual to apply for a position with Developer, either as an employee or as a subcontractor, and from directing Developer to hire an individual as an employee or as a subcontractor. Accordingly, Developer must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Developer under this Agreement are employees or subcontractors of Developer, not employees ofthe City of Chicago. This Agreement is not intended to and does not constitute, create, give rise to, or otherwise recognize an employer-employee relationship of any kind between the City and any personnel provided by Developer.
Developer will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel provided under this Agreement, or offer employment to any individual to provide services under this Agreement, based upon or because of any political reason or factor, including, without limitation, any individual's political affiliation, membership in a political organization or party, political support or activity, political financial contributions, promises of such political support, activity or financial contributions, or such individual's political sponsorship or recommendation. For purposes of this Agreement, a political organization or party is an identifiable group or entity that has as its primary purpose the support of or opposition to candidates for elected public office. Individual political activities are the activities of individual persons in support of or in opposition to political organizations or parties or candidates for elected public office.
In the event of any communication to Developer by a City employee or City official in violation of paragraph (c) above, or advocating a violation of paragraph (d) above, Developer will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General ("IGO Hiring Oversight"), and also to the head of the Department. Developer will also cooperate with any inquiries by IGO Hiring Oversight or the Shakman Monitor's Office related to this Agreement.
8.22 Recapture of TIF Assistance.
(a) If the sale, transfer or refinance of the Project or any part thereof occurs during the Compliance Period (each happening being a "Capital Event"), the Developer agrees to pay and remit to the City from the net proceeds of any such sale, transfer or refinancing (the "Excess Proceeds") on the closing date of such sale or transfer an amount equal to (100%) ofthe total amount of City Funds paid to Developer as ofthe closing date of such transaction.
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Any recaptured City Funds received by the City shall be deposited into a separate account within the TIF Fund and shall be used for Redevelopment Project Costs.
Any City Funds subject to recapture that become due and owing to the City pursuant to Section 8.22(a) due to the occurrence of a Capital Event shall be,, paid by the Developer on the closing date of such Capital Event.
This Section 8.22 shall be in effect until a Capital Event in which Developer is no longer in control of the entire Project. With respect to Capital Event of less than the entire Project, such successor shall not have any obligations or liabilities under this Section 8.22 provided the Developer shall continue to have obligations under this Section 8.22 with respect to the portion ofthe Project that was not subject to the Capital Event.
This section shall not apply to. any refinancing of the Project that includes conversion of construction financing to permanent financing, provided that no funds are disbursed to the Developer.
(1) The Commissioner of DPD shall have discretion to consent to a waiver of the preceding requirement in Section 8.22 (a) if the Excess Proceeds from such a Capital Event are used for the development of a future phase of the Project in the Redevelopment Area, which consent shall be in the Commissioner's sole discretion.
SECTION 9. ENVIRONMENTAL MATTERS
The Developer hereby represents and warrants to the City that it has conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with the requirements of all Environmental Laws and this Agreement. The Developer agrees to indemnify, defend and hold the City harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Laws incurred, suffered by or asserted against the City and relating to the Project or the Property.
SECTION 10. INDEMNIFICATION
The Developer agrees to indemnify, pay, defend and hold the City, and its elected and appointed officials, employees, agents and affiliates (individually an "Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner directly or indirectly relating or arising out of this
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Agreement or the Project. The provisions ofthe undertakings and indemnification set out in this Section 10 shall survive the termination of this Agreement.
SECTION 11. MAINTAINING RECORDS/RIGHT TO INSPECT
The Developer shall (a) comply with the requirements of Paragraph H of Section 6 during the Term of the Agreement and cause the other applicable parties to comply with such requirements, and (b) upon three (3) business days' notice, permit any authorized representative of the City to have access to all portions of the Project and the Property during normal business hours to confirm the Developer's compliance with its obligations under this Agreement.
SECTION 12. DEFAULT AND REMEDIES
12.01 Events of Default. The occurrence of any one or more of the following events, subject to the provisions of Section 12.03, shall constitute an "Event of Default" by the Developer hereunder:
the failure of the Developer to comply with any covenant or obligation, or the breach by the Developer of any representation or warranty, under this Agreement or any related agreement;
the commencement of any bankruptcy, insolvency, liquidation or reorganization proceedings under any applicable state or federal law, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within ninety (90) days after the commencement of such proceedings;
the appointment of a receiver or trustee for the Developer,'for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within ninety (90) days after the commencement thereof;
the entry of any judgment or order against the Developer or the Property which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution;
the dissolution of the Developer or the death of any natural person who owns a 50% or more ownership interest in the Developer, unless, in the case of a death, the Developer establishes to the DPD's satisfaction that such death shall not impair the Developer's ability to perform its executory obligations under this Agreement; or
the institution in any court of a criminal proceeding (other than a misdemeanor) against the Developer or any natural person who owns 5% or more ownership interest in the
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Developer, which is not dismissed within thirty (30) days, or the indictment ofthe Developer or any natural person who owns such a material interest in the Developer, for any crime (other than a misdemeanor).
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.
Curative Period. In the event Developer shall fail to perform a monetary covenant which Developer is required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless Developer has failed to perform such monetary covenant within ten (10) days of its receipt of a written notice from the City specifying that it has failed to perform such monetary covenant. In the event Developer shall fail to perform a non-monetary covenant which Developer is required to perform under this Agreement, an Event of Default shall not be deemed to have occurred unless Developer has failed to cure such default within thirty (30) days of its receipt of a written notice from the City specifying the nature of the default; provided, however, with respect to those non-monetary defaults which are not capable of being cured within such thirty (30) day period, Developer shall not be deemed to have committed an Event of Default under this Agreement if it has commenced to cure the alleged default within such thirty (30) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured. Notwithstanding anything to the contrary herein, there shall be no notice requirement or cure period with respect to an Event of Default arising from the Developer's failure to comply with the Operations Covenant in Section 8.05 and the only cure periods, if any, applicable to the Developer's failure to comply with the Occupancy Covenant are those set forth in Section 8.05. No such cure period, however, shall apply to Events of Default described in Section 12(b), (c), (d), (e) or (f), which defaults shall have the cure periods described therein, if any.
SECTION 13. MORTGAGING OF THE PROJECT
All mortgages or deeds of trust in place as ofthe date hereof with respect to the Property or any portion thereof are listed on Exhibit D hereto. No mortgagee shall have the right to succeed to the Developer's rights under this Agreement unless it complies with the first sentence of Section 15.15 hereof.
SECTION 14. NOTICE
Unless otherwise specified; any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any ofthe following means: (a) personal service; (b) overnight courier, or (c) registered or certified mail, return receipt requested.
If to the City: City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attention: Commissioner
With Copies To: City of Chicago
Department of Law
Finance and Economic Development Division 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
If to the Developer: Trinity 95th and Cottage Grove Planned
Community Development, Series, LLC 400 W. 95"' Street Chicago, Illinois 60628
With Copies To: Charity & Associates, P.C.
20 N. Clark, Suite 1150 Chicago, Illinois 60602 Attention: Elvin E. Charity
Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to clause (a) hereof shall be deemed received upon such personal service. Any notice, demand or request sent pursuant to clause (b) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (c) shall be deemed received two (2) business days following deposit in the mail.
SECTION 15. MISCELLANEOUS
Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent ofthe parties hereto; provided, however, that the City, in its sole discretion, may amend, modify or supplement Exhibit A hereto without the consent of any parly hereto, and DPD may grant consents as explicitly provided for under certain sections of this Agreement. It is agreed that
no material amendment or change to this Agreement shall be made or be effective unless ratified or authorized by an ordinance duly adopted by the City Council. The term "material" for the purpose of this Section 15.01 shall be defined as any deviation from the terms of the Agreement which operates to materially reduce the scope of the Project, to materially change the Project or business operations ofthe Developer at the Property, or increases the City Funds payable to the Developer.
Entire Agreement. Phis Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the
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parlies hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof.
Limitation of Liability. No member, official or employee ofthe City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer from the City or any successor in interest or on any obligation under the terms of this Agreement.
Further Assurances. The Developer agrees to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Agreement.
Waiver. Waiver by the City or the Developer with respect to any breach of this Agreement shall not be considered or treated as a waiver ofthe rights ofthe respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Developer in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by,a party, nor any course of dealing between the parties hereto, shall constitute a waiver of any such parties' rights or of any obligations of any other party hereto as to any future transactions.
Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any other remedies of such party unless specifically so provided herein.
Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.
15.08 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.
Counterparts. This Agreement 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.
Severability. If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
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Conflict. In the event of a conflict between any provisions of this Agreement and the provisions ofthe TIF Ordinances, and any bond ordinances relating to the Redevelopment Area, if any, such ordinance(s) shall prevail and control.
Governing Law. This Agreement 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.
Form of Documents. All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
Approval. Wherever this Agreement provides for the approval or consent ofthe City, DPD or the Commissioner, or any matter is to be to the City's, DPD's or the Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City, DPD or the Commissioner in writing and in the reasonable discretion thereof. The Commissioner or other person designated by the Mayor of the City shall act for the Cily or DPD in making all approvals, consents and determinations of satisfaction, granting the Initial or Final Certificate or otherwise administering this Agreement for the City.
Assignment. The Developer may not sell, assign or otherwise transfer its interest in this Agreement in whole or in part without the written consent of the City, which consent shall be in the City's sole discretion and which, if granted, may be conditioned upon, among other things, the assignee's assumption of all of the Developer's obligations under this Agreement. The foregoing limitation shall not prevent the Developer from collaterally assigning to a lender that is also providing financing for the Project the Developer's right to receive the payment of City Funds as security for such lender financing. - The Developer consents to the City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.
Binding Effect. This Agreement shall be binding upon the Developer, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of the Developer, the City and their respective successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.
Force Majeure. Neither the City nor the Developer nor any successor in interest to either of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction, by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, and other events or conditions beyond the reasonable control ofthe party affected which in fact interferes with the ability of such party to discharge its obligations hereunder. The individual or entity relying on this section with respect to any such delay shall, upon the occurrence ofthe event causing such delay, immediately give
31
written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay effected by any such events described above.
Exhibits. All of the exhibits attached hereto are incorporated herein by reference.
Business Economic Support Act. Pursuant to the Business Economic Support Act (30 ILCS 760/1 et secj.), if the Developer is required to provide notice under the WARN Act. the •Developer shall, in addition to the notice required under the WARN Act, provide at the same time a copy of the WARN Act notice to the Governor of the State, the Speaker and Minority Leader of the House of Representatives of the State, the President and minority Leader of the Senate of State, and the Mayor of each municipality where the Developer has locations in the State. Failure by the Developer to provide such notice as described above may result in the termination of all or a part of the payment or reimbursement obligations of the City set forth herein.
Venue and Consent to Jurisdiction. If there is a lawsuit under this Agreement, each party may hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of Illinois and the United States District Court for the Northern District of Illinois.
Costs and Expenses. In addition to and not in limitation of the other provisions of this Agreement, Developer agrees to pay upon, demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement. This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgement collection services. Developer also will pay any court costs, in addition to all other sums provided by law.
Business Relationships. The Developer acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Developer has read such provision and understands that pursuant to such Section 2-156-030 (b), it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vole on any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 ofthe Municipal Code of Chicago), or to participate in any discussion in any City Council commillee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (C) that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants that, to the best of its
32
knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANkLj
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as ofthe day and year first above written.
TRINITY 95th AND COTTAGE GROVE PLANNED COMMUNITY DEVELOPMENT SERIES, LLC
By: Its:
CITY OF CHICAGO, acting by and through its Department of Planning and Development
By:
David L . Reifman Commissioner
STATE OF ILLINOIS)
) SS
(SEAL)
COUNTY OF COOK )
Notary Public
My Commission Expires
STATE OF ILLINOIS)
) SS
(SEAL)
COUNTY OF COOK )
Notary Public
My Commission Expires
EXHIBIT A Legal Description of the Redevelopment Area
[To be inserted at closing]
Legal Description: Common Address P.I.N.
EXHIBIT B Legal Description of Property
[To be inserted at closing]
901 E. 95"' Street, Chicago, Illinois
25-11-100-035-0000
EXHIBIT C-l
Project Budget
TOTAL
USES OF FUNDS PROJECT ACQUISITION
Total Acquisition $956,854
HARD COSTS
Environmental Remediation $29,400
Structure Demolition $160,000
Construction $3,699,886
General Conditions $414,640
Overhead $128,235
Contingency (5%) $192.993
Total Hard Costs & Contingency S4,625,154
SOFT COSTS Professional Services
Architectural Design $325,900
Architect - Construction Observation $39,000
Architects Reimburseables $3,000
Owners Rep. Construction Mgmt. $55,498
Site Testing & Underground Scope $32,678
Site Utilities (AT&T, ComED, Water, etc.) $15,682
Owners Rep (Milhouse) Pre-Construction $90,000
Financial Consultant $85,000
Appraisal $2,000
Environmental (Phase I&ll, Reliance Letter) $50,300
Environmental Engineer - IEPA $10,000
Asbestos & Lead Report $2,900
Survey $8,500
Market Study $2,000
Accounting/Audit $5,000
Building Permit & Landscape Deposit $29,576
Contractor Profit $85,470
GC Liability Insurance $38,547
Performance Bond $32,491
Accounting/Post Const. Audit $5,000
Other Soft Costs
Marketing & Brokerage Fee
Title/Recording/Seltlement Fees
Legal Fee Borrower Escrows
Real Estate faxes Escrow Real Estate Taxes During Construction
Insurance During Construction
Insurance Escrow Financing Costs ' Lender Legal Fees
PreDevelopment Loan Interest (CCLF) Construction/Bridge Loan Interest Lenders Inspection Fees Project Reserves & Allowances
Replacement Reserve
Operating Reserves
Tenant-Leasehold Improvement Allowance Developer Fee's Developer Fee Total Soft Costs
TOTAL USES OF FUNDS
EXHIBIT C-2 MBE/WBE Project Budget
MBE/WBE HARD COSTS
MBE/WBE SOFT COST TOTAL MBE/WBE
MBE at 26% WBE at 6%
$3,889,286
$367,900
$4,257,186
$1,106,868 $255,431
EXHIBIT I) Permitted Liens
Liens or encumbrances against the Property:
Those matters set forth as Schedule B title exceptions in the owner's title insurance policy issued by the Title Company as of the date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.
Liens or encumbrances against the Developer or the Project, other than liens against the Property, if any.
Mortgages:
Mortgagor: trinity 95lh and Cottage Grove Planned Community Development Series, LLC, an Illinois Limited Liability Company
Mortgagee: United Church of Christ Cornerstone Fund, Inc.
Original Amount: $6,150,000.00
Dated: December 8, 2017.
Recorded: December 13, 2017
Document No.: 1734729110
Mortgagor: Trinity95th and Cottage Grove Planned Community Development Series, LLC, an Illinois Limited Liability Company
Mortgagee:' United Church of Christ Cornerstone Fund, Inc.
Original Amount: $982,000.00
Dated: December 8, 2017
Recorded: December 13, 2017
Document No.: 1734729112
EXHIBIT E
Requisition Form
STATE OF ILLINOIS)
) SS
COUNTY OF COOK)
The affiant, , of , a
(the "Developer"), hereby certifies that with respect to that
certain Redevelopment Agreement between the Developer and the City
of Chicago dated , (the "Agreement"):
Expenditures (final cost) for the Project, in the total amount of
$ , have been made:
This paragraph B sets forth and is a true and complete statement of all costs of
TIF-Funded Improvements for the Project reimbursed by the City to date: $
The Developer requests reimbursement for the following cost of TIF-Funded
Improvements: $
None of the costs referenced in paragraph C above have been previously reimbursed by the City.
The Developer hereby certifies to the City that, as of the date hereof:
Except as described in the attached certificate, the representations and warranties contained in the Redevelopment Agreement are true and correct and the Developer is in compliance with all applicable covenants contained herein.
No event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default, exists or has occurred.
3. The number of FTEs currently employed at the Property is
4. The Developer has maintained its operations within the City of Chicago and is operating the Property for the same use and at substantially the same capacity as described in the Developer's TIF application and/or the Redevelopment Agreement.
5. The financial statements for the Developer's most recently-concluded fiscal year are attached to this Requisition Form.
Attached hereto is a copy ofthe final approval of the Monitoring and Compliance Division ofthe Department of Mousing with respect to MBE/WBE, City Resident hiring and prevailing wage matters. [ATTACH WITH FIRST REQUISITION FORM ONLY]
Attached hereto are copies ofthe front and back ofthe building permit for the work covered by the Project, and/or, if applicable, the certificate of occupancy for the Project. [ATTACH WITH FIRST REQUISITION FORM ONLY]
Attached hereto is a copy of the inspecting architect's confirmation of construction completion. [ATTACH WITH THE FIRST REQUISITION FORM ONLY, IF REQUESTED BY DPD.]
All capitalized terms which are not defined herein have the meanings given such terms in the Agreement.
Trinity 95th and Cottage Grove Planned Community Development, Series LLC, an Illinois limited liability company
By:
Name
Title:
Subscribed and sworn before me this day of .
Notary My commission expires:
(SEAL)
Agreed and accepted:
Name Title:
City of Chicago
Department of Planning and Development
EXHIBIT F
TIF-Funded Improvements
TIF ELIGIBLE
USES OF FUNDS COSTS
HARD COSTS
Environmental Remediation $29,400 Structure [Demolition $160,000 Construction $1.923,941 Total Hard Costs & Contingency $2,113,341
SOFT COSTS
P rol ess io n a1 Se rv ices
Architectural Design $169,468
Architect - Construction Observation $20,280
Owners Rep. Construction Mgmt. $28,859
Site Testing & Underground Scope $ 16,993
Environmental (Phase l&II, Reliance Letter) $26,156
Environmental Engineer - IEPA $5,200
Asbestos & Lead Report $1,507
Total Soft Costs $268,464
TOTAL ITF-ELIGIBLE COSTS $2,381,804
*Notwithstanding the total of TIF-Funded Improvements or the amount of TIF-eligible costs, the assistance to be provided by the City is limited to the amount described in Section 4.02 and shall not exceed $981,022.
EXHIBIT G Form of Subordination Agreement
This document prepared by and after recording return to:
Charles E. Rodgers Jr., Esq.
Assistant Corporation Counsel
Department of Law
121 North LaSalle Street, Room 600
Chicago, IL 60602
SUBORDINATION AGREEMENT
This Subordination Agreement ("Agreement") is made and entered into as ofthe
day of . between the City of Chicago by and through its Department of Planning
and Development (the "City"), [Name Lender], a [national banking association] (the "Lender").
WITNESSETH: WHEREAS, [INSERT RECITAL];
WHEREAS. [INSERT BANK NAME] ("Lender") and [INSERT BORROWER NAME] (the "Borrower"), have entered into a certain Loan Agreement dated as of
pursuant to which the Lender has agreed to make a loan to the Borrower
in an amount not to exceed (the "Loan"), which Loan is evidenced by a Mortgage
Note and executed by the Borrower in favor ofthe Lender (the "Note"), and the repayment of the Loan is secured by, among other things, certain liens and encumbrances on the Property and
other property of the Borrower pursuant to the following: (i) Mortgage dated
and recorded as document number made by the Borrower to
the Lender; and (ii) Assignment of Leases and Rents dated and recorded
as document number made by the Borrower to the Lender (all such
agreements referred to above and otherwise relating to the Loan referred to herein collectively as the "Loan Documents");
WHEREAS, the Developer desires to enter into a certain Redevelopment Agreement dated the date hereof with the City in order to obtain additional financing for the Project (the "Redevelopment Agreement," referred to herein along with various other agreements and documents related thereto as the "City Agreements");
WHEREAS, pursuant to the Redevelopment Agreement, the Developer will agree to be bound by certain covenants expressly running with the Property, as set forth in Sections 8.02, 8.05(a), and 8.14(c) ofthe Redevelopment Agreement (the "City Encumbrances");
WHEREAS, the City has agreed to enter into the Redevelopment Agreement with the Developer as of the date hereof, .subject, among other things, to (a) the execution by the Developer of the Redevelopment Agreement and the recording thereof as an encumbrance against the Property; and (b) the agreement by the Lender to subordinate their respective liens under the Loan Documents to the City Encumbrances; and
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Lender and the City agree as hereinafter set forth:
i
' 1. Subordination. All rights, interests and claims of the Lender in the Property pursuant to the Loan Documents are and shall be subject and subordinate to the City Encumbrances. In all other respects, the Redevelopment Agreement shall be subject and subordinate to the Loan Documents. Nothing herein, however, shall be deemed to limit the Lender's right to receive, and the Developer's ability to make, payments and prepayments of principal and interest on the Note, or to exercise its rights pursuant to the Loan Documents except as provided herein.
Notice of Default. The Lender shall use reasonable efforts to give to the City, and the City shall use reasonable efforts to give .to the Lender, (a) copies of any notices of default which it may give to the Developer with respect to the Project pursuant to the Loan Documents or the City Agreements, respectively, and (b) copies of waivers, if any, of the Developer's default in connection therewith. Under no circumstances shall the Developer or any third party be entitled to rely upon the agreement provided for herein.
Waivers. No waiver shall be deemed to be made by the City or the Lender of any of their respective rights hereunder, unless the same shall be in writing, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the City or the Lender in any other respect at any other time.
Governing Law: Binding Effect. This Agreement shall be interpreted, and the rights and liabilities ofthe parties hereto determined, in accordance with the, internal laws and decisions ofthe State of Illinois, without regard to its conflict of laws principles, and shall be binding upon and inure to the benefit ofthe respective successors and assigns ofthe City and the Lender.
Section Titles: Plurals. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto. The singular form of any word used in this Agreement shall include the plural form.
Notices. Any notice required hereunder shall be in writing and addressed to the party to be notified as follows:
11" to the City: City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attention: Commissioner
With a copy to: City of Chicago
Department of Law 121 North LaSalle Street, Room 600 Chicago, Illinois 60602 Attention: Finance and Economic Development Division
If to the Lender:
Attention:
With a copy to:
Attention:
or to such other address as either party may designate for itself by notice. Notice shall be deemed to have been duly given (i) if delivered personally or otherwise actually received, (ii) if sent by overnight delivery service, (iii) if mailed by first class United States mail, postage prepaid, registered or certified, with return receipt requested, or (iv) if sent by facsimile with facsimile confirmation of receipt (with duplicate notice sent by United States mail as provided above). Notice mailed as provided in clause (iii) above shall be effective upon the expiration of three (3) business days after its deposit in the United States mail. Notice given in any other manner described in this paragraph shall be effective upon receipt by the addressee thereof; provided, however, that if any notice is tendered to an addressee and delivery thereof is refused by such addressee, such notice shall be effective upon such tender.
7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one instrument.
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, this Subordination Agreement has been signed as ofthe date first written above.
[LENDER], [a national banking association]
By:_
Its:
CITY OF CHICAGO
By:
David L. Reifman Its: Commissioner,
Department of Planning and Development
ACKNOWLEDGED AND AGREED TO THIS DAY OF
[Developer], a
By:
Its:
STATE OF ILLINOIS)
jss
COUNTY OF COOK )
1, the undersigned, a notary public in and for the County and State aforesaid, DO HEREBY CERTIFY THAT David L. Reifman, personally known to me to be the Commissioner ofthe Department of Planning and Development ofthe City of Chicago, Illinois (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 as such Commissioner, she signed and delivered the said instrument pursuant to authority given to his, as his free and voluntary act, and as the free and voluntary act and deed of said City, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of , .
Notary Public
My Commission expires
(SEAL)
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 \ , personally known to me to be the
_ of [Lender], a , 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/she signed, sealed and delivered said instrument, pursuant to the authority given to him/her by Lender, as his/her free and voluntary act and as the free and voluntary act ofthe Lender, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of , .
Notary Public
My Commission expires
(SEAL)
EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT II
Opinion of Developer's Counsel
[To be retyped on the Developer's Counsel's letterhead]
2018
City of Chicago
121 North LaSalle Street
Chicago, Illinois 60602
ATTENTION: Corporation Counsel
Ladies and Gentlemen:
We have acted as counsel to Trinity 95lh and Cottage Grove Planned Community Development, Series LLC, an Illinois limited liability company (the "Developer"), in connection with the rehabilitation and the construction of certain facilities thereon located in the Stony Island/Burnside Redevelopment Project Area (the "Project"). In that capacity, we have examined, among other things, the following agreements, instruments and documents of even date herewith, hereinafter referred to as the "Documents":
(a) Imani Village Redevelopment Agreement (the "Agreement") of even date herewith, executed by the Developer and the City of Chicago (the "City");
[(b) the Escrow Agreement of even date herewith executed by the Developer and the City;]
[insert other documents including but not limited to documents related to purchase and financing of the Property and all lender financing related to the Project]; and
all other agreements, instruments and documents executed in connection with the foregoing.
In addition to the foregoing, we have examined
(a) the original or certified, conformed or photostatic copies of the Developer's (i) Articles of Organization, as amended to date, (ii) qualifications to do business and certificates of good standing in all states in which the Developer is qualified to do business, (iii) Developer's Operating Agreement, as amended to date, and (iv) records of all corporate proceedings relating to the Project; and
(b) such other documents, records and legal matters as we have deemed necessary or relevant for purposes of issuing the opinions hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures (other than those of the Developer), the authenticity of documents submitted to us as originals and conformity lo Ihe originals of all documents submitted lo us as certified, conformed or photostatic copies.
Based on the foregoing, it is our opinion that:
The Developer is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization, has full power and authority to own and lease its properties and to carry on its business as presently conducted, and is in good standing and duly qualified to do business as a foreign corporation entity under the laws of every state in which the conduct of its affairs or the ownership of its.assets requires such qualification, except for those states in which its failure to qualify to do business would not have a material adverse effect on it or its business.
The Developer has full right, power and authority to execute and deliver the Documents to which it is a party and to perform its obligations thereunder. Such execution, delivery and performance will not conflict with, or result in a breach of, the Developer's Articles of Organization or result in a breach or other violation of any of the terms, conditions or provisions of any law or regulation, order, writ, injunction or decree of any court, government or regulatory authority, or, to the best of our knowledge after diligent inquiry, any of the terms, conditions or provisions of any agreement, instrument or document to which the Developer is a party or by which the Developer or its properties is bound. To the best of our knowledge after diligent inquiry, such execution, delivery and performance will not constitute grounds for acceleration of the maturity of any agreement, indenture, undertaking or other instrument to which the Developer is a party or by which it or any of its property may be bound, or result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any of its property pursuant to the provisions of any of the foregoing, other than liens or security interests in favor of the lender providing Lender Financing (as defined in the Agreement).
The execution and delivery of each Document and the performance of the transactions contemplated thereby have been duly authorized and approved by all requisite action on the part ofthe Developer.
Each ofthe Documents to which the Developer is a party has been duly executed and delivered by a duly authorized officer ofthe Developer, and each such Document constitutes the legal, valid and binding obligation of the Developer, enforceable in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforcement of creditors' rights generally.
5. Exhibit A attached hereto (a) identifies each class of capital slock of the
Developer, (b) sets forth the number of issued and authorized shares of each such class, and (c)
identifies the record owners of shares of each class of capital stock of the Developer and the
number of shares held of record by each such holder. To the best of our knowledge after diligent
inquiry, except as set forth on Exhibit A, there are no warrants, options, rights or commitments
of purchase, conversion, call or exchange or other rights or restrictions with respect to any ofthe
capital stock of the Developer. Each outstanding share of the capital stock of the Developer is
duly authorized, validly issued, fully paid and nonassessable.
6. . To the best of our knowledge after diligent inquiry, no judgments are outstanding
against the Developer, nor is there now pending or threatened, any litigation, contested claim or
governmental proceeding by or against the Developer or affecting the Developer or its property,
or seeking lo restrain or enjoin the performance by the Developer of the Agreement or the
transactions contemplated by the Agreement, or contesting the validity thereof. To the best of
our knowledge after diligent inquiry, the Developer is not in default with respect to any order,
writ, injunction or decree of any court, government or regulatory authority or in default in any
respect under any law, order, regulation or demand of any governmental agency or
instrumentality, a default under which would have a material adverse effect on the Developer or
its business.
To the best of our knowledge after diligent inquiry, there is no default by the Developer or any other party under any material contract, lease, agreement, instrument or commitment to which the Developer is a party or by which the company or its properties is bound.
To the best of our knowledge after diligent inquiry, all of the assets of the Developer are free and clear of mortgages, liens, pledges, security interests and encumbrances except for those specifically set forth in the Documents.
9. . The execution, delivery and performance of the Documents by the Developer
have not and will not require the consent of any person or the giving of notice to, any exemption
by, any registration, declaration or filing with or any taking of any other actions in respect of,
any person, including without limitation any court, government or regulatory authority.
To the best of our knowledge after diligent inquiry, the Developer owns or possesses or is licensed or otherwise has the right to use all licenses, permits and other governmental approvals and authorizations, operating authorities, certificates of public convenience, goods carriers permits, authorizations and other rights that are necessary for the operation of its business.
A federal or slate court sitting in the State of Illinois and applying the choice of law provisions of the Slate of Illinois would enforce the choice of law contained in the Documents and apply the law ofthe State of Illinois to the transactions evidenced thereby.
Wc are attorneys admitted lo practice in the State of Illinois and we express no opinion as to any laws other than federal laws ofthe United States of America and the laws ofthe State of Illinois.
This opinion is issued at the Developer's request for the benefit of the City and its counsel, and may not be disclosed to or relied upon by any other person.
Very truly yours,
By:_ Name:
EXHIBIT I
I n s ti ra n cc Reg u i rem cn ts
A. Developer
The Developer must provide and maintain at Developer's own expense during the term of the Agreement the insurance coverage and requirements specified below, insuring all operations related to the Agreement.
Workers Compensation and Employers Liability - Mandatory Coverage
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide a service under this Agreement, and Employers Liability coverage with limits of not less than $100.000 each accident or illness.
Commercial General Liability (Primary and Umbrella) - Mandatory Cdverage
Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
All Risk Property - Mandatory Coverage
All Risk Property Insurance, including improvements and betterments in the amount of full replacement value ofthe Property. The Gity of Chicago is to be named an additional insured on a primary, non-contributory basis during the term of the Agreement.
B. Developer or Contractor
The Developer must provide and maintain, or caused to be provided by Contractor, the following insurance during the Construction phase ofthe Project work:
Workers Compensation and Employers Liability - Mandatory Coverage
Same as (1) above, but with coverage limits of not less than $500,000 each accident or illness.
Commercial General Liability (Primary and Umbrella) - Mandatory Coverage
Same as (2) above.
(3) Automobile Liability (Primary and Umbrella) - Mandatory Coverage
When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Contractor must provide Automobile Liability Insurance with limits of not less than $1,000.000 per occurrence for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
Railroad Protective Liability - Specialized Coverage, As Applicable
When any work is to be done adjacent to or on railroad or transit property, Contractor must provide, with respect to the operations Contractor or subcontractors perform, Railroad Protective Liability Insurance in the name of railroad or transit entity. The policy must have limits of not less than $2,000,000 per occurrence and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
Builders Risk - Mandatory Coverage
When Developer undertakes any construction, including improvements, betterments, and/or repairs, the Developer must provide or cause to be provided, All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the permanent facility or project. The City of Chicago is to be named as an additional insured and loss payee.
Professional Liability - Mandatory Coverage
When any architects, engineers, or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $1,000,000. Coverage must include contractual liability. When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
Valuable Papers - Mandatory Coverage
When any plans, designs, drawings, specifications and documents are produced or used under this Agreement, Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever, and must have limits sufficient to pay for the recreation and reconstruction of such records.
(8) Contractors Pollution Liability - Specialized Coverage, As Applicable
When any work is performed which may cause a pollution exposure, Contractor's Pollution Liability must be provided covering bodily injury, property damage and other losses caused by pollution conditions that arise from the Agreement scope of services with limits of not less than $ 1.000,000 per occurrence. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of one (1) year. The City of Chicago is to be named as an additional insured.
C. ADDITIONAL REQUIREMENTS
The Developer must furnish the City of Chicago, Department of Planning and Development, City Hall, Room 1000, 121 North LaSalle Street 60602, original Certificates of Insurance, or such similar evidence, to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Developer is not a waiver by the City of any requirements for the Developer to obtain and maintain the specified coverages. The Developer must advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance does not relieve Developer of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work until proper evidence of insurance is provided, or the Agreement may be terminated.
The insurance must provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.
Any and all deductibles or self-insured retentions on referenced insurance coverages must be borne by Developer.
The Developer agrees that insurers waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.
The Developer expressly understands and agrees that any coverages and limits furnished by the Developer must in no way limit the Developer's liabilities and responsibilities specified within the Agreement documents by law.
Any insurance or self-insurance programs maintained by the City of Chicago do not contribute with insurance provided by the Developer under the Agreement.
The required insurance must not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity in this Agreement given as a matter of law.
The Developer must require the Contractor to provide the insurance required herein, or Developer may provide the coverages for the Contractor. All Contractors are subject to the same insurance requirements of Developer unless otherwise specified in this Agreement.
If the Developer, or any Contractor desires additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost.
The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.
EXHIBIT J
Minimum Assessed Value
Tax Year (1) Minimum Assessed Value (2)
2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 $133,492 $134,860 $136,243 $137,639 $139,050 $140,475 $141,915 $143,370 $144,839 $146,324 $147,824
Assumes 201 8 Completion and 10-Year Compliance Period
Using 2017 Assessor Certified Assessed Value, increased by 1.025% annually
OFFICE OF THE MAYOR
CITY OF CHICAGO
RAHM EMANUEL
MAYOR
March 28, 2018
TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request ofthe Commissioner of Planning and Development, I transmit herewith a ordinance authorizing the execution of a redevelopment agreement with Trinity 95th and Cottag Grove Planned Community Development Series, LLC.
Your favorable consideration of this ordinance will be appreciated.
Very truly yours,
Mayor
CHICAGO April 18, 2018
To the President and Members of the City Council:
Your Committee on Finance having had under consideration an ordinance authorizing the Commissioner of the Department of Planning and Development to enter into and execute a Redevelopment Agreement with Trinity 95th and Cottage Grove Planned Community Development Series, LLC.
02018-2349
Having had the same under advisement, begs leave to report and recommend that your Honorable Body pass the proposed Ordinance Transmitted Herewith.
This recommendation was concurred in by
of members of the committee with
Respectfully submitted
Chairman
Approved - Approved