Record #: O2020-3828   
Type: Ordinance Status: Passed
Intro date: 7/22/2020 Current Controlling Legislative Body: Committee on Special Events, Cultural Affairs and Recreation
Final action: 9/9/2020
Title: Intergovernmental agreement with Chicago Park District for use of Open Space Impact Fee funds to develop park including historic remembrance of Jean Baptiste DuSable at 401 N Lake Shore Drive
Sponsors: Lightfoot, Lori E.
Topic: AGREEMENTS - Intergovernmental, - ENERGY/ENVIRONMENTAL ISSUES - Open Space Impact Fees
Attachments: 1. O2020-3828.pdf


OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR

July 22. 2020










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 ordinances authorizing the expenditure of Open Space Impact Fee funds.

Your favorable consideration of these ordinances will be appreciated.


ORDINANCE

WHEREAS, the City of Chicago (the "City"), is a home rule unit of government under Article VII, Section 6(a) ofthe Constitution ofthe State of Illinois, and as such may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, the Chicago Park District (the "Park District"), is an Illinois municipal corporation and a unit of local government under Article VII, Section 1 ofthe 1970 Constitution, of the State of Illinois, and as such is authorized to exercise control over and supervise the operation of all parks within the corporate limits of the City; and

WHEREAS, the City is authorized under its home rule powers to regulate the use and development of land; and

WHEREAS, it is a reasonable condition of development approval to ensure that adequate open space and recreational facilities exist within the City; and

WHEREAS, on April 1, 1998, the City Council ofthe City (the "City Council") adopted the Open Space Impact Fee Ordinance codified at Chapter 18 of Title 16 (the "Open . Space Ordinance") of the Municipal Code of Chicago (the "Code") to address the need for additional public space and recreational facilities for the benefit ofthe residents of newly created residential developments in the City; and

WHEREAS, the Open Space Ordinance authorizes, among other things, the collection of fees from residential developments that create new dwelling units without contributing a proportionate share of open space and recreational facilities for the benefit of their residents as part of the overall development (the "Fee-Paying Developments"); and

WHEREAS, pursuant to the Open Space Ordinance, the Department of Finance ("DOF") has collected fees derived from the Fee-Paying Developments (the "Open Space Fees") and has deposited those fees in separate funds, each fund corresponding to the Community Area (as defined in the Open Space Ordinance), in which each ofthe Fee-Paying Developments is located and from which the Open Space Fees were collected; and

WHEREAS, the Department of Planning and Development ("DPD") has determined that the Fee-Paying Developments built in the Near North Side Area have deepened the already significant deficit of open space in that Community Area, which deficit was documented in the comprehensive plan entitled "The CitySpace Plan," adopted by the Chicago Plan Commission on September 11, 1997 and adopted by the City Council on May 20, 1998 pursuant to an ordinance published at pages 69309-69311 of the Journal of the Proceedings of the City Council (the "Journal") of the same date; and

WHEREAS, the Park District owns a certain parcel of real property located at 401 North Lake Shore Drive, Chicago, Illinois as described on Exhibit A hereto (the "Property"); and
WHEREAS, the City and the Park District desire to include landscaping, lighting, plaza and seating areas, connections to the Riverwalk and the lakefront flyover bike path, and a

historical component recognizing the importance of Jean Baptiste DuSable's contribution to the City (the "Project") for the benefit and use of the general public and the Near North Side Community Area; and

WHEREAS, the City desires to grant the Park District impact fee funds to pay for or reimburse development costs associated with the Project at the Property; and

WHEREAS, DPD desires to provide to the Park District Open Space Fees in an amount not to exceed $5,000,000 (the "Grant") for the Project and to create open space and recreational facilities in the Near North Side Community Area; and

WHEREAS, the Open Space Ordinance requires that the Open Space Fees be used for open space acquisition and capital improvements, which provide a direct and material benefit to the new development from which the fees are collected; and

WHEREAS, the Open Space Ordinance requires that the Open Space Fees be expended within the same or a contiguous Community Area from which they were collected after a legislative finding by the City Council that the expenditure of the Open Space Fees will directly and materially benefit the developments from which the Open Space Fees were collected; and

WHEREAS, DPD has determined that the use of the Open Space Fees to fund the Project will provide a direct and material benefit to each of the Fee-Paying Developments from which the Open Space Fees were collected; and

WHEREAS, DPD has determined that Open Space Fees to be used for the purposes set forth herein have come from the specific fund set up by DOF for the corresponding Community Area in which a Fee-Paying Development is located and from which the Open Space Fees were collected; and

WHEREAS, DPD has recommended that the City Council approve the use of the Open Space Fees for the purposes set forth herein through this ordinance; and

WHEREAS, DPD has recommended that the City Council make a finding that the expenditure of the Open Space Fees as described herein will directly and materially benefit the Fee-Paying Developments from which the Open Space Fees were collected; now, therefore,

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

SECTION 1. The above recitals are expressly incorporated in and made part of this ordinance as though fully set forth herein.

SECTION 2. The City Council hereby finds that the expenditure ofthe Open Space Fees will directly and materially benefit the residents of those Fee-Paying Developments from which the Open Space Fees were collected and approves the use of the Open Space Fees for the purposes described herein.

SECTION 3. The Commissioner of DPD (the "Commissioner") or a designee of the

Commissioner are each hereby authorized, subject to the approval ofthe Corporation Counsel to enter into an intergovernmental agreement with the Park District in connection with the Project, in substantially the form attached hereto as Exhibit B and to provide Open Space Fees proceeds to the Park District in an amount not to exceed $5,000,000 from the corresponding funds to pay for expenses permitted under the Open Space Ordinance.

SECTION 4. Open Space Fees in the amount of $5,000,000 from the Near North Side Area's Open Space Fees Funds are hereby appropriated for the purposes described herein.

SECTION 5. To the extent that any ordinance, resolution, rule, order or provision of the Code, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any other provisions of this ordinance.

SECTION 6. This ordinance shall be in full force and effect from and after the date of its passage.
EXHIBIT A

DESCRIPTION OF PROPERTY

Address: 401 North Lake Shore Drive, Chicago, Illinois 60611
P.I.N.: 17-10-220-001-0000

Legal Description:

BLOCK 17 IN CITYFRONT CENTER, BEING A RESUBDIVISION IN THE NORTH FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 24, 1987, AS DOCUMENT 87106320,

(EXCEPT THAT PART OF SAID BLOCK 17 CONVEYED TO THE CITY OF CHICAGO FOR WIDENING OF MICHIGAN AVENUE BY THE CHICAGO DOCK AND CANAL TRUST BY DEED DATED MARCH 20, 1989, AND RECORDED MARCH 20, 1989, AS DOCUMENT 89121211 BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 17, AND RUNNING

THENCE EAST ALONG THE NORTH LINE OF SAID BLOCK 17, A DISTANCE OF 10.181 FEET;

THENCE SOUTHWESTWARDLY ALONG A STRAIGHT LINE, A DISTANCE OF 134.618 FEET, TO AN INTERSECTION WITH THE WESTERLY LINE OF SAID BLOCK 17, AT A POINT 132.833 FEET (AS MEASURED ALONG SAID WESTERLY LINE) SOUTHERLY FROM SAID NORTHWEST CORNER OF BLOCK 17, AND

THENCE NORTHWARDLY ALONG SAID WESTERLY LINE OF BLOCK 17, SAID DISTANCE OF 132.833 FEET TO THE POINT OF BEGINNING), IN COOK COUNTY, ILLINOIS.
EXHIBIT B INTERGOVERNMENTAL AGREEMENT
AGREEMENT BETWEEN THE CITY OF CHICAGO AND THE CHICAGO PARK DISTRICT DUSABLE PARK

This Agreement is entered into this day of , 2020, between the City of
Chicago (the "City"), a municipal corporation and home rule unit of government under Article VII, Section 6(a) of the 1970 Constitution of the State of Illinois, by and through its Department of Planning and Development ("DPD") and the Chicago Park District (the "Park District"), a body politic and corporate and a unit of local government under Article VII, Section 1 of the 1970 Constitution of the State of Illinois.

RECITALS

WHEREAS, the Park District owns a parcel of land having the common address of 401 North Lake Shore Drive, Chicago, Illinois, as legally described on Exhibit A, as attached hereto (the "Property"); and

WHEREAS, the Park District intends to make certain improvements to the Property and construct a new park in the Near North Side Community Area (the "Project"); and

WHEREAS, the Open Space Impact Fee Ordinance, Chapter 18 of Title 16 of the Municipal Code of Chicago (the "Code"), authorizes collection of fees as a condition of issuance of a building permit for proposed new dwelling units to ensure that adequate open space and recreational facilities are available to serve residents of new developments in the City (the "Open Space Fees"); and

WHEREAS, the Department of Finance has collected Open Space Fees for new dwelling units built in the Near North Side Community (the "Proceeds") and has deposited such Proceeds in Fund No. PS08 131 54 5008 2604; and

WHEREAS, on the City Council of the City adopted an
ordinance published in the Journal ofthe Proceedings of the City Council for said date at pages
to , (the "Authorizing Ordinance") among other things, (i) finding
that the Project would provide a direct and material benefit to the residents of the new developments originating the Open Space Fees; and (ii) authorizing the transfer of a portion of the Proceeds in an amount not to exceed $5,000,000.00 (the "Project Assistance") to the Park District as a contribution towards the costs of implementing the Project; and

WHEREAS, on January 15, 2020, the Park District's Board of Commissioners passed a resolution expressing its desire to accept the Project Assistance and cooperate with the City in the implementation of the Project (the "Park District Resolution");

NOW THEREFORE, in consideration ofthe mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS
SECTION 1. INCORPORATION OF RECITALS
The recitals set forth above are incorporated in this Agreement and made a part hereof. SECTION 2. THE PROJECT
No later than 36 months from the date hereof, or later as the Commissioner of DPD may agree in writing, the Park District shall let one or more contracts for the construction of the Project in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, codes and executive orders, all as may be in effect from time to time, pertaining to or affecting the Project or the Park District as related thereto. Upon the City's request, the Park District shall provide evidence satisfactory to the City of such compliance.
At such time as the Park District begins construction of the Project, the Park District shall also provide the City with copies of all governmental licenses and permits required to construct the Project and to use, occupy and operate the Property as a public park from all appropriate governmental authorities, including evidence that the Property is appropriately zoned to be used, occupied and operated as a public park.
If the Park District, without the City's written consent (i) fails to comply with the provisions of paragraphs A and B in this Section 2; or (ii) fails to complete the Project within thirty six months after the date of execution of this Agreement, then the City may terminate this Agreement by providing written notice to the Park District. If the City so terminates this Agreement, the Park District shall reimburse the City for the full amount ofthe Project Assistance previously distributed to the Park District.
The Park District developed a 2006 framework plan for the Project (the "Project Plans") as shown on Exhibit B hereto. No material deviation from the Project Plans will be made without the prior written approval of DPD, which approval will not be unreasonably withheld, conditioned or delayed. The approval of the Project Plans by DPD are for the purposes of this Agreement only and other than as set forth in the Project Plans, no structures or improvements are to be constructed on the Property by the Park District without the prior written approval of DPD, which approval will not be unreasonably withheld, conditioned or delayed and will not constitute the approval required by the City's Department of Buildings, or any other Department of the City.
If applicable, in all contracts relating to the Project until the Property is conveyed to the Park District, the Park District agrees to require its contractors to name the City as an additional insured on all insurance policies and to require its contractors to indemnify the City from all claims, damages, demands, losses, suits, actions, judgments and expenses, including but not limited to attorney's fees, arising out of or resulting from the construction for the Project by its contractors or contractors' suppliers, employees or agents.

F. . The Park District agrees to carefully inspect the Property prior to commencement
of any activity on the Property to ensure that such activity shall not damage surrounding property,
structures, utility lines or any subsurface lines or cables. The Park District shall be solely
responsible for the safety and protection of the public. The City reserves the right to inspect the
work being done on the Property. The Park District agrees to keep the Property free from all

liens and encumbrances arising out of any work performed, materials supplied or obligations incurred by or for the Park District.

G. If applicable, the City shall be responsible for obtaining, at its own expense, any title commitment or title policy and survey with respect to the Property that the Park District deems necessary.


SECTION 3. FUNDING
Within 15 days after the execution of this Agreement (the "Closing Date") or such longer period of time as may be agreed to by the Commissioner of DPD (the "Commissioner"), but in no event later than 90 days after the execution of this Agreement (the "Satisfaction Period"), the Park District must satisfy to the reasonable satisfaction of the Commissioner, the following conditions precedent for the City's disbursement of the Project Assistance to the Park District:
The City shall, subject to the Park District's satisfaction of the conditions precedent for disbursement described in this Agreement, disburse the $5,000,000 Project Assistance to the Park District. The Park District has delivered to the Commissioner a budget for the Project Assistance, attached as Exhibit C. The Park District shall keep the Project Assistance in a segregated general ledger account to be used only for the Project.
Within a reasonable period of time following receipt of the Project Assistance, the Park District shall establish an account (the "Escrow Account") at a nationally recognized bank or other financial institution which shall be funded with the Project Assistance, to be used only for the Project.
The Park District shall provide the City with reports on the progress of the Project and reasonable access to its books and records relating to the Project. The Park District shall also provide quarterly reports to the City regarding the use of Project Assistance in the Escrow Account.


SECTION 4. ENVIRONMENTAL MATTERS
It shall be the responsibility of the Park District, at its sole cost and expense, to investigate and determine the soil and environmental condition ofthe Property. The Park District may, at its sole discretion, obtain phase I and, if applicable, phase II environmental audits for the property. The City makes no covenant, representation or warranty as to the environmental condition of the Property or the suitability of the Property as a park or for any use whatsoever.
Subject to the terms and conditions set forth herein, The Park District may enter the Property for the purpose of conducting environmental tests on the Property. Prior to exercising its rights under the right of entry, the Park District or its contractor must provide the City notice, as provided under Section 2.H., hereunder, and obtain all necessary permits.

SECTION 5. INSURANCE

The Park District shall provide and maintain at the Park District's own expense, or cause to be provided during the term of the Agreement, the insurance coverages and requirements specified below, insuring all operations related to the Agreement.

A. INSURANCE TO BE PROVIDED
Workers Compensation and Employers Liability

Workers Compensation 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)

Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, personal injury, and property damage liability. Coverages shall include the following: All premises and operations, products/completed operations, explosion, collapse, underground, 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.
Automobile Liability (Primary and Umbrella)

When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Park District shall provide or cause to be provided, Automobile Liability Insurance with limits of not less than $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability

When any architects, engineers or professional consultants perform work in connection with this Agreement, the Park District shall cause to be provided, Professional Liability Insurance covering acts, errors, or omissions shall be maintained with limits of not less than $1,000,000.



B. OTHER REQUIREMENTS

To the extent permitted by applicable Law, the Park District may self-insure for the insurance requirements specified above, it being expressly understood and agreed that, ifthe Park District does self-insure for any such insurance requirements, the Park District must bear all risk of loss for any loss which would otherwise be covered by insurance policies, and the self-insurance program must comply with at least such insurance requirements as stipulated above.

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The Park District will furnish the City of Chicago, Department of Planning and Development, City Hall, Room 1000, 121 North LaSalle Street 60602, original Certificates of Insurance evidencing the required coverage to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, ifthe coverages have an expiration or renewal date occurring during the term of this Agreement. The Park District shall submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to Agreement award. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreements 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 Agreement shall not be deemed to be a waiver by the City.

The Park District shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance shall not relieve the Park District of the obligation to provide insurance a specified herein. Nonfulfillment of the insurance conditions may constitute a violation ofthe 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 shall provide for sixty (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 shall be borne by the Park District and contractors.

The Park District agrees that insurers shall waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.

The Park District expressly understands and agrees that any coverage and limits furnished by the Park District shall in no way limit the Park District's liabilities and responsibilities specified within the Agreement documents or by law.

The Park District expressly understands and agrees that any insurance or self-insurance programs maintained by the City of Chicago shall not contribute with insurance provided by the Park District under the Agreement.

The required insurance shall not be limited by any limitations expressed in the indemnification language herein or any limitation placed on the indemnity therein given as a matter of law.


The Park District shall require all subcontractors to provide the insurance required herein or the Park District may provide the coverages for subcontractors. All subcontractors shall be subject to the same insurance requirements of the Park District unless otherwise specified herein.

The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.

SECTION 6. INDEMNITY

To the extent liability of a municipal corporation, as such is precluded by the Local and Governmental Tort Immunity Act or the common law of the State of Illinois, and subject to the provisions on non-appropriation in Section 17(i) ofthe Chicago Park District Act, the Park District agrees to indemnify and hold the City, its officers and employees, harmless from and against any losses, costs, damages, liabilities, claims, suits, actions, causes of action and expenses, including, without limitation, reasonable attorney's fees and court costs suffered or incurred by the City arising from or in connection with (i) the Park District's failure to comply with any of the terms, covenants and conditions contained in this Agreement; or (ii) the Park District's or any contractor's failure to pay general contractors, subcontractors or materialmen in connection with the Project.

SECTION 7. NO PERSONAL LIABILITY

No elected or appointed official or member or employee or agent of the City or the Park District shall be individually or personally liable in connection with this Agreement.

SECTION 8. TERM

The term of this Agreement shall commence on the date of its execution and shall expire upon completion of the parties' compliance with their respective obligations hereunder or termination of this Agreement according to its terms, whichever occurs first.

SECTION 9. GENERAL PROVISIONS
ASSIGNMENT. This Agreement, or any portion thereof, shall not be assigned by either party without the express prior written consent of the other.
AUTHORITY. Execution of this Agreement by the City is. authorized by the Authorizing Ordinance. Execution of this Agreement by the Park District is authorized by the Park District Resolution. The parties represent and warrant to each other that they have the authority to enter into this Agreement and perform their obligations hereunder.
COMPLIANCE WITH LAWS. The parties agree to comply with all federal, state and local laws, status, ordinances, rules, regulations, codes and executive orders relating to this Agreement.
CONSENTS. Whenever the consent or approval of one or both parties to this Agreement is required hereunder, such consent or approval will not be unreasonably withheld.
CONSTRUCTION OF WORDS. As used in this Agreement, the singular of any word shall include the plural, and vice versa. Masculine, feminine and neuter pronouns shall be fully interchangeable, where the context so requires.
COUNTERPARTS. This Agreement may be executed in counterparts and by different parties in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

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EXHIBITS. Any exhibits to this Agreement will be construed to be an integral part of this Agreement to the same extent as ifthe same has been set forth verbatim herein.
FURTHER ASSURANCES. The parties shall perform such acts, execute and deliver such instruments and documents, and do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.

I. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the internal laws of the State of Illinois, without regard to the principles of
conflicts of law thereof.

J. INTEGRATION. This Agreement contains the entire agreement between the
parties.

K. MODIFICATION. This Agreement may not be modified or amended except by an agreement in writing signed by the parties.

L. NOTICE. Any notice, demand or communication required or permitted to be given hereunder shall be given in writing at the address set forth below by any of the following means: (a) personal service; (b) electronic communication, whether by telex, telegram, or fax; (c) overnight courier; or (d) registered or certified first class mail postage prepaid, return receipt requested.

To the City: City of Chicago
Department of Planning and Development
City Hall, Room 1000
121 N. LaSalle Street
Chicago, Illinois 60602
(312) 744-4190
(312) 744-2271 (Fax)
Attention: Commissioner


With copies to: City of Chicago
Department of Law City Hall, Room 600 121 N. LaSalle Street Chicago, Illinois 60602 (312) 744-0200 (312) 744-8538 (Fax)
Attention: Finance and Economic Development Division







|1010|Chicago Park District 541 North Fairbanks Court
Chicago, Illinois 60611 (312) 742-7529
(312) 742-5328 (Fax)
Attention: General Superintendent
Chicago Park District Department of Law 541 North Fairbanks Court Chicago, Illinois 60611 (312) 742-7529 (312) 742-5328 (Fax)
Attention: General Counsel

Any notice, demand or communication given pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch by electronic means, respectively. Any notice, demand or communication given pursuant to clause (c) hereof shall be deemed received on the day immediately following deposit with the overnight courier. Any notice, demand or communication given pursuant to clause (d) hereof shall be deemed received three (3) business days after mailing. The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, demands or communications shall be given.

M. PARTIES' INTEREST/NO THIRD PARTY BENEFICIARIES. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the respective successors and permitted assigns ofthe parties hereto. This Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party of 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. Nothing contained in this Agreement, nor any act of the City or the Park District shall be deemed or construed by any ofthe parties hereto or by third persons, to create any relationship of third party beneficiary, principal, agent, limited or general partnership, joint venture, or any association or relationship involving the City or the Park District.


N. REPRESENTATIVES. Immediately upon execution of this Agreement, the following individuals will represent the parties as a primary contact in all matters under this Agreement.

Meg Gustafson City of Chicago
Department of Planning and Development
City Hall, Room 1101 121 N. LaSalle Street Chicago, Illinois 60602 (312) 744-0524
(312) 744-8548 (Fax)

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For the Park District: Heather Gleason
Director of Planning and Development
Chicago Park District
541 North Fairbanks Court
Chicago, Illinois 60611
(312) 742-4685
(312) 742-5328 (Fax)

Each party agrees to promptly notify the other party of any change in its designated representative, which notice shall include the name, address, telephone number and fax number of the representative for such party for the purpose hereof.

O. SEVERABILITY. If any provision of this Agreement, or the application thereof, to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth herein. In such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly affects the parties' intent in entering into this Agreement.

P. TITLES AND HEADINGS. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Q. TIME. Time is of the essence in the performance of this Agreement.

R. VENUE AND CONSENT TO JURISDICTION. If there is a lawsuit under this Agreement, each party 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.

[The remainder of this page is intentionally blank. Signatures appear on the following page.]
















|10 10|IN WITNESS WHEREOF, each ofthe parties has caused this Agreement to be executed and delivered as ofthe date first above written.



CITY OF CHICAGO, a municipal corporation, by and through its Department of Planning and Development



Maurice D. Cox Commissioner



CHICAGO PARK DISTRICT, a body politic and corporate


Michael P. Kelly General Superintendent



Kantrice Ogletree Secretary























10

Exhibit A Property Legal Description

Address: 401 North Lake Shore Drive, Chicago, Illinois 60611
P.I.N.: 17-10-220-001-0000

Legal Description:

BLOCK 17 IN CITYFRONT CENTER, BEING A RESUBDIVISION IN THE NORTH FRACTION OF SECTION 10, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED FEBRUARY 24, 1987, AS DOCUMENT 87106320,

(EXCEPT THAT PART OF SAID BLOCK 17 CONVEYED TO THE CITY OF CHICAGO FOR WIDENING OF MICHIGAN AVENUE BY THE CHICAGO DOCK AND CANAL TRUST BY DEED DATED MARCH 20, 1989, AND RECORDED MARCH 20, 1989, AS DOCUMENT 89121211 BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID BLOCK 17, AND RUNNING

THENCE EAST ALONG THE NORTH LINE OF SAID BLOCK 17, A DISTANCE OF 10.181 FEET;

THENCE SOUTHWESTWARDLY ALONG A STRAIGHT LINE, A DISTANCE OF 134.618 FEET, TO AN INTERSECTION WITH THE WESTERLY LINE OF SAID BLOCK 17, AT A POINT 132.833 FEET (AS MEASURED ALONG SAID WESTERLY LINE) SOUTHERLY FROM SAID NORTHWEST CORNER OF BLOCK 17, AND

THENCE NORTHWARDLY ALONG SAID WESTERLY LINE OF BLOCK 17, SAID DISTANCE OF 132.833 FEET TO THE POINT OF BEGINNING), IN COOK COUNTY, ILLINOIS.




















I l

Exhibit B

Project Plans


The DuSable Park Project will include design and community engagement for the park, consistent with the goals of the 2006 DuSable Park framework plan. Park elements are to include landscaping, lighting, plaza and seating areas, connections to the Riverwalk and the lakefront flyover bike path, and a historical component recognizing the importance of Jean Baptiste DuSable's contribution to the City.











































12

Exhibit C


Project Assistance Budget



*The Commissioner may approve changes to the preliminary budget, but the amount of Project Assistance under this Agreement is limited to $5,000,000.00.



ITEM COST

Design $ 1,500,000.00
Construction $ 13,500,000.00


$15,000,000.00*