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This record contains private information, which has been redacted from public viewing.
Record #: O2021-1649   
Type: Ordinance Status: Passed
Intro date: 4/21/2021 Current Controlling Legislative Body: Committee on Special Events, Cultural Affairs and Recreation
Final action: 5/26/2021
Title: Concession license agreement with Shift Transit LLC for operation of McDonald's Cycle Center in Millennium Park
Sponsors: Lightfoot, Lori E.
Topic: AGREEMENTS - License
Attachments: 1. O2021-1649.pdf
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OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR

April 21, 2021










TO THE HONORABLE. THE CITY COUNCIL OF THE CITY OF CHICAGO


Ladies and Gentlemen:

At the request of the Commissioner of Cultural Affairs and Special Events, I transmit herewith an ordinance authorizing the execution of a concession agreement with Shift Transit, LLC for cycle center services at Millennium Park.

Your favorable consideration of this ordinance will be appreciated.

ORDINANCE REGARDING MCDONALD'S CYCLE CENTER CONCESSION LICENSE AGREEMENT

WHEREAS, the Commissioner of the Department of Cultural Affairs and Special Events ("DCASE") has the authority, under section 10-36-140 of the Municipal Code, to negotiate and enter into, subject to the approval of the City Council, and after publicly soliciting requests for proposals or qualifications, concession agreements for food, beverages, goods and services within Millennium Park; and

WHEREAS, McDonald's Cycle Center, located within Millennium Park, is a state-of-the-art facility dedicated to promoting the use of bicycles for commuting to and from Chicago's Loop, in an effort to reduce traffic and pollution in the city, by providing various services to bicyclists; and

WHEREAS, on November 1, 2019, DCASE issued a Request for Proposals ("RFP") for a Concessionaire to operate McDonald's Cycle Center. Proposals in response to the RFP were received on December 30, 2019; and
WHEREAS, on October 15, 2020, the proposal submitted by Shift Transit, LLC ("Shift Transit") received the highest overall rating among the submitted proposals, and Shift Transit was selected as the preferred respondent; and

WHEREAS, DCASE and Shift Transit have agreed to the terms and license fees, for the City's grant of a license to Shift Transit to operate the McDonald Cycle Center as a City concessionaire, which are reflected in the McDonald Cycle Center Concession License Agreement, which is attached hereto as Exhibit A ("Concession License Agreement"); and

WHEREAS, DCASE and Shift Transit have agreed upon a schedule of goods and services Shift Transit will offer to the public, along with the prices at which those offerings will be made, which is attached hereto as Products and Pricelist, Exhibit 4 to the Concession License Agreement; and

WHEREAS, DCASE wishes for the City Council to authorize the Commissioner of DCASE to finalize and enter into such Concession License Agreement.
NOW, THEREFORE IT IS ORDAINED BY THE CITY COUNCIL OF THE CITY AS FOLLOWS: SECTION 1. The recitals are incorporated herein.
SECTION 2. The Commissioner of DCASE is authorized to finalize and enter into a Concession License Agreement, in substantially the form attached hereto as Exhibit A, with such other terms as determined by the Commissioner of DCASE, provided that they are favorable to the City, to execute such Concession License Agreement, amendments, change orders, or term extensions as may be necessary or appropriate. Additionally, the Commissioner of DCASE is authorized to approve new categories of services and items, which the Concessionaire seeks to provide for sale to the public, provided that those services and items are reasonably related to the core services offered by the Cycle Center. Furthermore, the Commissioner of DCASE may approve reasonable changes to the Concessionaire's pricing of services and items, and the Concessionaire's establishment of reasonable pricing for new categories of services and items.
SECTION 3. This ordinance is effective upon its passage and approval.

Exhibit "A" referred to in this ordinance reads as follows:
TERM SHEET FOR CONCESSION LICENSE AGREEMENT ("AGREEMENT")
between
THE CITY OF CHICAGO ("CITY") and
SHIFT TRANSIT, LLC ("LICENSEE") at
THE MCDONALD'S CYCLE CENTER
Licensee Name: Shift Transit, LLC
License Term: Three (3) years
Term Extension: Option to extend up to an additional two (2) years (two possible one (1) year extensions) at the Commissioner's discretion.
Licensed Space Location(s): The McDonald's Cycle Center, located at 239 E. Randolph, Chicago, IL 60601
Nature of Concession: Management of the McDonald's Cycle Center operations
Anticipated Gross Revenue: average of $556,600 per year over the five years
Fixed Fee Annually: $60,000 (includes maintenance and utility fees)
Percentage Fee:
Year 1: 3% of annual total gross revenue Year 2: 5% of annual total gross revenue Year 3: 7% of annual total gross revenue

Ext Year 1: 7% of annual total gross revenue Ext Year 2: 7% of annual total gross revenue

Each year, Licensee shall pay the City the sum of the License Fee and the Percentage Fee.

Three year Term License Fee % rate for percentage fee Estimate Gross Sales [1] Estimate Percentage Fee Estimate Total Fee Calendar Year
Year One $60,000 3% $480,000 $14,400 $74,400 2021-2022
Year Two 560,000 5% $528,000 $26,400 $86,400 2022-2023
Year Three $60,000 7% $580,000 $40,600 $100,600 2023-2024

Extension Years License Fee % rate for percentage fee Estimate Gross Sales Estimate Percentage Fee Estimate Total Fee Calendar Year
Year One $60,000 7% $591,600 $41,412 $101,412 2024-2025
Year Two $60,000 7% $603,432 $42,240 $102,240 2025-2026
1] The actual Percentage Fee will be based on actual Gross Revenues.
Days and Hours of Operation:
The operating season is January 1 - December 31. The hours of operation are:
Peak season: March 1 - October 31 from 6:00 a.m. through 7:00 p.m. for 7 days a week
Low season: November 1 - February 28/29 from 7:00 a.m. through 6:00 p.m. for 7 days a week
Subject to approval by the Commissioner, the Concessionaire may operate beyond these minimum hours but not beyond Park closing. Millennium Park hours are 6:00 a.m. - 11:00 p.m.
Utilities: The Cycle Center Concessionaire will provide a monthly flat rate assessment to the City of Chicago (included in the above annual fixed fee) for the following utilities and services:

Electricity
Water
Routine maintenance for heating and air conditioning
Routine maintenance for plumbing and electrical
Basic maintenance and janitorial services in the concession area
Garbage removal and recycling
Routine maintenance for pest control
graffiti removal
Snow and ice removal in the ingress and egress areas of the Cycle Center (excludes outdoor plazas)
Roaming security personnel around the exterior perimeter of the Cycle Center facility
The concessionaire may incur additional fees for service calls related to equipment within the concession area. The concessionaire is responsible for keeping the concession area in good working order.
Delivery Location and Hours: As established in the Millennium Park Rules
Additional Space: See Exhibit 1

13. DBO: TBD

EXHIBIT A


MCDONALD'S CYCLE CENTER CONCESSION LICENSE AGREEMENT


BETWEEN


THE CITY OF CHICAGO (CHICAGO DEPARTMENT OF CULTURAL AFFAIRS AND
SPECIAL EVENTS)

AND
LORI LIGHTFOOT MAYOR
MARK KELLY COMMISSIONER

SHIFT TRANSIT, LLC

TABLE OF CONTENTS

ARTICLE 1 CITY APPROVAL|910|ARTICLE 2 INCORPORATION OF BACKGROUND AND EXHIBITS|910|Incorporation of Background|910|Incorporation of Exhibits|910|ARTICLE 3 DEFINITIONS|910|Interpretation and Conventions|910|Definitions|910|ARTICLE 4 LICENSE AND LICENSEE'S OPERATIONS 11
License 11
No Sublicenses, Assignments or Other Uses 12
General Requirements for Operation of Concessions 12
Hours of Operation 14
Personnel 14
Operation and Maintenance 15
Utilities 17
Refuse Handling 18
Promotion 18
Distribution and Storage; Deliveries 19
Certain Rights Reserved By the City 19
ARTICLE 5 LICENSED SPACE AND IMPROVEMENTS 20
Licensed Space 20
Title to Property in the Licensed Space 22
Licensee's Improvement Obligations 22
Work Requirements : 22
Damage or Destruction of Improvements 24
City Resident Construction Worker Employment Requirement 25
Licensing of General Contractor 27
Prevailing Wages 27
Subcontractor Certifications 27
MBE/WBE Compliance 27
5.11 Performance Bond 28
ARTICLE 6 TERM OF AGREEMENT 28
Term 28
Return of the Licensed Space and Removal of Improvements 28
Early Termination 29
ARTICLE 7 FEES 29
Fees Payable 29
Time of Payments 30
Material Underpayment or Late Payment 30
Reports 30
Books, Records and Audits 32
Revenue Control 33
Lien 33
ARTICLE 8 INSURANCE. INDEMNITY AND SECURITY 33

ii

Insurance 33
Indemnification 33
Security 34
ARTICLE 9 DEFAULT, REMEDIES AND TERMINATION 36
Events of Default 36
Remedies 38
Effect of Default and Remedies 39
ARTICLE 10 SPECIAL CONDITIONS 39
Warranties and Representations 40
Business Documents, Disclosure of Ownership Interests and Maintenance
of Existence 42
Licenses and Permits 43
Confidentiality 43
Subcontracts and Assignments 43
Compliance with Laws 45
Non-Discrimination 49
National Emergency 51
2014 Hiring Plan Prohibitions 51
Multi-Project Labor Agreement 52
Minimum Wage 52
Policy Prohibiting Sexual Harassment (Section 2-92-612) 53
Policy on Non-Disclosure of Salary History (Section 2-92-385) 54
ARTICLE 11 GENERAL CONDITIONS 55
Entire Agreement 55
Counterparts 55
Amendments 55
Severability 55
1 1.5 Covenants in Subcontracts 56
Governing Law 56
Notices .' 56
1 1.8 Successors and Assigns; No Third Party Beneficiaries 57
1 1.9 Subordination 57
Conflict 57
Offset by Licensee 57
Waiver; Remedies 57
Authority of Commissioner 58
No Personal Liability 58
Limitation of City's Liability 58
I 1.16 Joint and Several Liability 58
Non-Recordation 59
Survival 59
Force Majeure 59
SIGNATURE PAGE 60
EXHIBIT 1 - LICENSED SPACE 61
EXHIBIT 2-TERM SHEET 62
EXHIBIT 3 - DEVELOPMENT PLAN 64

in

EXHIBIT 4 - PRODUCTS AND PRICE LIST 65
EXHIBIT 5 - FORM OF LETTER OF CREDIT 67
EXHIBIT 6 - INSURANCE REQUIREMENTS AND INSURANCE CERTIFICATE .71 EXHIBIT 7 - MBE/WBE SPECIAL CONDITIONS, RELATED FORMS, AND
COMPLIANCE PLAN 72
EXHIBIT 8 - ECONOMIC DISCLOSURE STATEMENT 73
EXHIBIT 9 - SEXUAL HARASSMENT POLICY AFFIDAVIT 74
EXHIBIT 10 - CONTRACTOR'S PERFORMANCE AND PAYMENT BOND 75
EXHIBIT 11 - SUPPLEMENTAL CONTRACT TERMS RELATING TO EXECUTIVE
ORDER 2021-2 73









































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CHICAGO MILLENNIUM PARK CONCESSION LICENSE AGREEMENT

This Millennium Park Concession License Agreement ("Agreement") is entered into as
of , 2021 by and between Shift Transit, LLC a Delaware Limited Liability Company
("Licensee"), and the City of Chicago, a municipal corporation and home rule unit of local government under the Constitution of the State of Illinois ("City"), acting through its Chicago Department of Cultural Affairs and Special Events ("DCASE" or "Department").
BACKGROUND

The Commissioner of DCASE has the authority to enter into concession agreements for services within Millennium Park, subject to the approval of City Council. The City has determined that it is the best interest of the City to enter into a concession agreement for the operation of the McDonald's Cycle Center ("Cycle Center") in Millennium Park and to allow the concessionaire to make capital improvements to the Cycle Center, thereby better serving Park patrons by providing first-class Cycle Center facilities.

Pursuant to this desire, the City issued a Request for Proposals ("RFP") for cycle center services, and Licensee responded with a proposal to operate a concession providing those services. The City desires to grant Licensee, and Licensee desires to accept, a license to operate such a concession at the Park location(s) identified in this Agreement, all under the terms and conditions of this Agreement.

NOW, THEREFORE, the City and Licensee agree as follows:



ARTICLE 1 CITY APPROVAL

This Agreement is subject to approval by the City Council of the City of Chicago. In such a case, the City is not bound by the terms of this Agreement until such time as it has been approved by the City Council and has been duly executed by the Commissioner of DCASE or any representative authorized in writing to act on the Commissioner's behalf. As provided in Section 11.13, where the approval or consent of the City is required under this Agreement, unless expressly provided otherwise in this Agreement, it means approval or consent of the Commissioner or the Commissioner's authorized representative. As provided in Section 11.3, unless expressly provided otherwise in this Agreement, any amendment of this Agreement will require execution by the Commissioner or his proxy. As further provided in Section 11.3, any substantial amendment of the terms of this Agreement will require approval by the City Council, if Council approval was required for authority to enter into this Agreement at its inception.



ARTICLE 2 INCORPORATION OF BACKGROUND AND EXHIBITS



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2.1 Incorporation of Background.
The Background set forth above is incorporated by reference as if fully set forth here.

Incorporation of Exhibits.
The following exhibits are incorporated into and made a part of this Agreement:
Exhibit 1 Exhibit 2 Exhibit 3 Exhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 Exhibit 8 Exhibit 9 Exhibit 10 Exhibit 11
Licensed Space(s) Term Sheet Site Development Plan Products and Price List Form of Letter of Credit
Insurance Requirements and Evidence of Insurance MBE/WBE Special Conditions and Related Forms Economic Disclosure Statement
Sexual Harassment Policy Affidavit (Section 2-92-612)
Contractor's Performance and Payment Bond
Supplemental Contract Terms Relating to Executive Order 2021-2



ARTICLE 3 DEFINITIONS

3.1 Interpretation and Conventions.
The term "include," in all of its forms, means "include, without limitation," unless the context clearly states otherwise.
The term "person" includes firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons.
Any headings preceding the text of the articles and sections of this Agreement, and any table of contents or marginal notes appended to copies of this Agreement are solely for convenience of reference and do not constitute a part of this Agreement, nor do they affect its meaning, construction or effect.
Words in the singular include the plural and vice versa. Words of the masculine, feminine or neuter gender include correlative words of the other genders. Wherever an article, section, subsection, paragraph, sentence, exhibit, appendix, or attachment is referred to, the reference is to this Agreement, unless the context clearly indicates otherwise.
Where the approval or consent of Licensee is required under this Agreement, it means the approval or consent of the Licensee's authorized representative. To be binding on the City, all approvals or consents must be in writing and signed by the appropriate City representative.
Whenever time for completion or performance is listed as "clays", if the number of days is 30 or more, it means calendar clays, and if the number of days is less than 30, it means business days per the City of Chicago calendar.
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3.2 Definitions
In addition to terms defined elsewhere in this Agreement, the following words and phrases, when capitalized, have the following meanings:
"Additional Space" means Concession Space or Storage Space that is added to Licensed Space after the Effective Date pursuant to Section 5.1. Additional Space, if any, that is offered to Licensee is solely at the discretion of the Commissioner. Licensee has absolutely no right or entitlement to be offered any Additional Space, and the concept of Additional Space is solely for the benefit of the City to address vacancies in the Park Concession program.
"Affiliate", except where otherwise defined, means any individual, corporation, partnership, trustee, administrator, executor or other legal entity that directly or indirectly owns or controls, or is directly or indirectly owned or controlled by, or is under common ownership or control with Licensee.
"Back of the House Area(s)" means an area or areas designated by the Commissioner that are not accessible to the public to be used in common by licensees for deliveries or temporary storage of goods or refuse.
"Chief Procurement Officer" means the head of the Department of Procurement Services of the City and any City officer or employee authorized to act on her behalf.
"Commissioner" means the head of the Department and any City officer or employee authorized to act on his behalf. City contractors and consultants have no authority to grant approvals or consents required to be granted by the Commissioner under this Agreement, except where expressly authorized to do so herein.
"Common Areas" means those areas of the Park that are not licensed, or otherwise designated or made available by the Department for use by specific party or parties.
"Comptroller" means the head of the Department of Finance of the City and any City officer or employee authorized to act on his behalf.
"Concession" means Licensee's business of offering the Products identified in Exhibit 4 for sale at retail to the public at the Park pursuant to this Agreement.
"Concession Space" means a Licensed Space used by Licensee for the sale at retail of Products, including any Additional Space used for that purpose.
"Date of Beneficial Occupancy" or "DBO" means, as to the Concession Space, the date on which Licensee commences retail sales in the Concession Space.
"Default Rate" means 10% per annum.
"Delivery Date" means the date upon which the City gives Licensee access to the Concession Space or Storage Space in question.
"Department" means the Chicago Department of Cultural Affairs and Special Events, also known as DCASE.
"Development Plan" means, as further described in Section 5.4, the Licensee's conceptual plans, budget and other design specifications for construction of its Improvements and its schedule for commencement of retails sales in each Concession Space. The Development Plan will appear in an amendment to the Agreement, if City and Licensee agree through|1010|
amendment that Licensee will implement Improvements to the Licensed Space. .
"Effective Date" means the date on which the Commissioner executes this Agreement and notifies Licensee of award of the Agreement.
"Environmental Laws" means collectively, all applicable federal, state and local environmental, safety or health laws and ordinances and rules or applicable common law, including the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. §651 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §5101 et seq.). the Resource Conservation and Recovery Act (42 U.S.C. §6901 et secu), the Toxic Substances Control Act of 1976, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.). the Clean Water Act (33 U.S.C. §1251 et seq,), the Safe Drinking Water Act (42 U.S.C. §300(0 et seq.) as any of the foregoing may later be amended from time to time; any rule or regulation pursuant to them, and any other present or future law, ordinance, rule, regulation, permit or permit condition, order or directive addressing environmental, health or safety issues of or by the federal government, or any state or other political subdivision of it, or any agency, court or body of the federal government, or any state or other political subdivision of it, exercising executive, legislative, judicial, regulatory or administrative functions.
"Event of Default" has the meaning set forth in Article 9.
"Fees" means all amounts payable by Licensee in connection with this Agreement, including but not limited to Fixed Fees, Percentage Fees, any liquidated damages specified in the Agreement for non-compliance with the City's requirements for Concession operations.
"Fixed Fee" means the amount payable by Licensee for use of the Licensed Space as set forth in Exhibit 2.
"Gross Revenues" means the total amount in dollars, attributable to a License Year, of the actual sales price of all receipts, whether for cash or on credit, that are derived from business conducted in, on or from the Licensed Space, all orders received or filled at or from the Licensed Space, all deposits not refunded to purchasers, all orders taken in and from the Licensed Space whether or not the orders are filled elsewhere, and receipts or sales by Licensee and any other person or persons doing business in or from the Licensed Space, including receipts from promotions, advertising, and income derived or any other use of the Licensed Space by Licensee. Gross Revenues do not, however, include the following:
any sums collected and paid out by Licensee for any sales, retail excise, use, privilege, or retailers occupation taxes now or later imposed by any duly constituted governmental authority;
the amount of any cash or credit refund made upon any sale, but only if the original sale was made in or from the Licensed Space and included in Gross Revenue;
bona fide transfers of Products to or from the Licensed Space to any other stores or warehouses of Licensee;
sales of Licensee's fixtures and store equipment not in the ordinary course of Licensee's business;
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bulk sales of Products inventory not sold to the public and not in the ordinary course of business; and
insurance proceeds received from the settlement of claims for loss of or damages to Improvements, Products, fixtures, trade fixtures and other Licensee personal property other than the proceeds of business interruption insurance.
A "sale" is deemed to have been consummated for purposes of this Agreement, and the entire amount of the sales price must be included in Gross Revenues, at the time that: (i) the transaction is initially reflected in the books or records of Licensee; or (ii) Licensee receives all or any portion of the sales price; or (iii) the applicable goods or services arc delivered to the customer, whichever occurs first.
"Imposition" means permit fees, license fees, and any other fee or charge not specified in this Agreement but otherwise payable by Licensee pursuant to a statute, ordinance, or regulation in order for Licensee to operate the Concession at the Park.
"Improvements" means the improvements to be made to the Licensed Space by Licensee, including fixtures and trade fixtures (but excluding trademarked or proprietary trade fixtures) and any other enhancements of a permanent or temporary nature made to the Licensed Space, so that the Licensed Space can be used for Concession operations. The Improvements must be described, along with a budget of Improvement Costs, and depicted conceptually in the Development Plan and must conform to Licensee's response to the RFP. If City and Licensee agree that Licensee will implement Improvements to the Licensed Space, they will enter into an amendment to this Agreement, that will describe include the Development Plan, Licensee's Performance Bond, Licensee's MBE/WBE Compliance Plan, and set forth any additional terms required by City.
"Improvement Costs" means the total amount paid by Licensee for categories of labor, services, materials and supplies used in the design, development, installation and construction of the Improvements.
"Licensed Space" means the total Concession Space and Storage Space licensed to Licensee under this Agreement, identified in Exhibit 1, which may be amended from time to time as space may be added to or deleted from during the Term in accordance with the provisions of this Agreement. Licensed Space shall be used for operation of the Concession and for no other purpose unless otherwise approved in writing by the Commissioner.
"License Year" means
for the initial License Year of this Agreement, a period beginning on the Date of Beneficial Occupancy of the Concession Space and ending on TBD of the following calendar year, and
for the balance of the Term, a period beginning on TBD and ending on TBD of the following calendar year, but including only that portion of the License Year prior to the date on which the Term expires or the Agreement is otherwise terminated.
"License" means the privilege granted to Licensee under this Agreement to operate the Concession at the Park in the Licensed Space.
"Millennium Park" or "Park" means the 24.5-acre park bounded by Michigan Avenue
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on the west, Randolph Street on the north, Columbus Drive on the east, and Monroe Street on the south; provided that the sidewalks on these streets are not included as part of the Park.
"Millennium Park Rules" means the rules promulgated by the Commissioner of DCASE for the health, safety and protection of the facilities and patrons of the Park. The Millennium Park Rules are available on the Chicago DCASE website and may be amended from time to time by the Department (currently available at rules3.html ). Any amendment of the Millennium Park Rules by the Department during the Term of this Agreement will be binding on Licensee without need for amendment of this Agreement, provided that the amendment of the Millennium Park Rules docs not conflict with the other terms and conditions of this Agreement.
"Operating Season" means the period beginning on the date on which Licensee commences retail sales in any given License Year and ending on the last date of retail sales in any given License Year.
"Percentage Fee" means the product of the Percentage Rate set forth in Exhibit 2 multiplied by Gross Revenues in any License Year, including the Initial License Year.
"Products" means the services and items that Licensee is permitted to sell in its Concession Space and maintain in inventory in its Storage Space under the terms of this Agreement, as set forth by category or item in Exhibit 4, subject to obtaining all applicable licenses. As set forth in Article 4, Licensee was selected by the City specifically to sell the Products identified in Exhibit 4 and is not permitted to sell any services and items or types of services and items not identified in Exhibit 4, increase the prices of any services and items or types of services and items identified in Exhibit 4, or conduct any other business from the Licensed Space unless otherwise agreed in writing by the Commissioner or expressly permitted by this Agreement. If Licensee seeks to provide new categories of services and items from the Licensed Space, the Commissioner may approve those additional services and items, provided that those goods and services are reasonably related to the core services offered by the Cycle Center. The Commissioner, in his discretion, may require the Concessionaire to agree to additional terms, in an amendment to this Agreement, before approving the Concessionaire's sale of new categories of services and items. Additionally, the Commissioner may approve reasonable changes to the Concessionaire's pricing of services and items, and the Concessionaire's establishment of reasonable pricing for new categories of services and items.
"Storage Space" means a Licensed Space used by Licensee for storage of Products inventory to support a Concession Space. No Products may be sold to the public from Storage Space.
"Subcontractor" means all entities providing services and materials to Licensee necessary for its Concession operations or for the construction, repair, and maintenance of the Licensed Space and Improvements. The term "Subcontractor" also includes subconsultants of any tier, subcontractors of any tier, suppliers and materialmen, whether or not in privity with Licensee.
"Subcontracts" means all oral or written agreements with Subcontractors.
"Term" means the period of time beginning on the Effective Date and ending at I 1:59 p.m. three years from the Effective Date. The Term may be extended up to an additional two (2)

10

years (two possible one (1) year extensions) at the Commissioner's sole option.
"Work" means everything necessary for the design, engineering, construction and installation of the Improvements; when referring to restoration of Improvements after Major Damage, it means everything necessary for the replacement, repair, rebuilding, or restoration of the Improvements.

ARTICLE 4 LICENSE AND LICENSEE'S OPERATIONS

4.1 License.
Effective as of the Effective Date, the City, in consideration of the payment of the Fees, hereby grants the non-exclusive privilege to the Licensee to operate a Concession at the Park from the Licensed Space subject to the terms contained in this Agreement. The Licensee is not a tenant. This Agreement creates a temporary license only. The Licensee acknowledges and agrees that the Licensee shall not hold or claim at any time an interest or estate of any kind whatsoever in the Licensed Space by virtue of this Agreement or by virtue of the Licensee's use of the Licensed Space. In addition, the City reserves the right to provide programming events in the Park common areas under existing City programs, including but not limited to programming or events managed by the Department of Cultural Affairs. The execution of this Agreement does not give the Licensee any other right with respect to the Licensed Space. Any rights not expressly granted to the Licensee through this Agreement are reserved exclusively to City. Unless otherwise specified in this Agreement, execution of this Agreement docs not obligate the City to undertake any additional duties or services.
Licensee accepts the License from the City and assumes the duties of Licensee provided in this Agreement. The license granted hereunder will terminate upon the expiration or earlier termination of this Agreement. If Licensee complies with the terms of this Agreement, Licensee will have the right of ingress to and egress from the Licensed Space, for Licensee, its officers, employees, agents. Subcontractors, vendors, suppliers, and invitees, subject, however, to all statutes, ordinances, rules and regulations from time to time enacted or established by the City or any other governmental agency or authority having jurisdiction.
Licensee must not conduct its Concession operations in a manner that, in the judgment of the Commissioner:

interferes or might interfere with the reasonable use by others of Common Areas or Licensed Space of other Licensees;
hinders or might hinder the Park security, police, fire-fighting or other emergency personnel in the discharge of their duties;
would, or would be likely to, constitute a hazardous condition in the Park;
would, or would be likely to, increase the premiums for insurance policies maintained by the City, unless the operations are not otherwise prohibited under this Agreement and Licensee pays the increase in insurance premiums occasioned by the operations; or
would involve any illegal purposes.


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4.2 No Sublicenses, Assignments or Other Uses.
Licensee understands and agrees that the Licensed Spaces were determined by the City so that the Concession operated by Licensee is an element of an overall concession program. Accordingly, Licensee acknowledges that the principal purpose of this Agreement is to provide Licensee a License to operate its Concession, without right of sublicense or assignment, from the Licensed Space and that any attempted sublicense, assignment or other use of. the Licensed Space without the written consent of the City in accordance with the terms of this Agreement is absolutely prohibited and is an Event of Default. Any reference to "sublicensee" in this Agreement must not be interpreted to allow sublicensing of any rights under this Agreement without the written consent of the Commissioner.

4.3 General Requirements for Operation of Concessions.
Licensee has the authority to manage and administer the Concession in the Licensed Space, subject to the rights of the City under the law, in equity, and under this Agreement to direct Licensee in order to ensure that the Park operates in the most effective and efficient way possible and to supervise the Licensee's performance. Licensee covenants to take all commercially reasonable measures to maintain, develop, facilitate and increase the business of the Concession so as to maximize Gross Revenues. Licensee further covenants that neither it nor any Affiliate of Licensee will divert or cause or allow to be diverted any business from the Licensed Space to other locations not at the Park that are operated by Licensee or any Affiliate of Licensee. A material condition of this Agreement is that Licensee must operate the Concession operations subject to and in accordance with the Millennium Park Rules, the Millennium Park Ordinance (Municipal Code of Chicago Section 10-36-140), and the following general requirements:
Unless otherwise approved by the Commissioner in writing, Licensee must conduct business in its Licensed Space only in the Licensee's trade name identified in its response to the RFP.
Unless authorized in writing by the Commissioner, Licensee must not install or operate any coin, card, token or otherwise activated vending machines or devices of any kind or type.
Licensee must conduct its Concession operations in a first-class, businesslike, efficient, courteous, and accommodating manner. The Commissioner has the right to make reasonable objections to the appearance and condition of the Licensed Space if they do not comply with these standards. Licensee must discontinue or remedy any non-compliant practice, appearance or condition within five days following receipt of a written notice by the Commissioner (or immediately upon receipt of such a notice if the Commissioner deems non­compliance hazardous or illegal). Licensee's failure to timely cure the non-compliance as required by the Commissioner would cause the City damages including, among other things, loss of goodwill, that would be difficult or impossible to prove or quantify. Accordingly, if Licensee fails to timely cure non-compliance, then, in addition to all other remedies the City may have at law, in equity or under this Agreement, and beginning on the first day after expiry of the five-day cure period, Licensee must pay the City, as liquidated damages in connection with the loss of good will among visitors to the Park, and not as a penalty, the amount of SI00 for each non-

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compliant practice, appearance or condition specified in the notice that remains uncured after the cure period.
Licensee must neither commit nor allow any nuisance, noise or waste in the Licensed Space or annoy, disturb or be offensive to others in the Park. Licensee must employ all reasonable means to prevent or eliminate unusual, nauseating or objectionable smoke, gases, vapors or odors from emanating from the Licensed Space. Licensee must employ all reasonable means to eliminate vibrations and to maintain the lowest possible sound level in the operation of the Concession.
Licensee must at all times accept as suitable payment for any sale of Products any of at least three nationally recognized credit cards, such as but not limited to American Express, Visa, MasterCard and Discover.
Licensee shall at all times during the Term of this Agreement be compliant with the Payment Card Industry ("PCI") Data Security Standard to the extent applicable to the Services and shall be responsible for the security of the payment cardholder data in its possession. Licensee shall provide City such information as the City may reasonably require regarding Licensee's compliance with such PCI requirements, including, at a minimum, an annual certificate of compliance by Licensee with the PCI Data Security Standard. In the event of Licensee's non-compliance with the PCI Data Security Standard and/or in the event of a data breach, Licensee must inform the City immediately, and, at Licensee's expense, must take all curative measures necessary to remedy such non-compliance or data breach.
Licensee must not place or install any racks, stands, or trade fixtures directly on or over the boundaries of its Licensed Space. Licensee must not use any space outside the Licensed Space for sale, storage or any other undertaking, other than in connection with deliveries made in a prompt, timely and efficient manner.
In its capacity as Licensee under this Agreement, and not as an agent of the City, Licensee must manage the Concession operations and the Licensed Space in accordance with this Agreement, in furtherance of which Licensee must, among other things:

use reasonable efforts to remedy problems and issues raised by Park patrons with respect to the operation of the Licensed Space;
answer in writing all written customer complaints within 72 hours after receipt, furnishing a copy of the complaint and the answer to the Commissioner within that period; and,
furnish the Commissioner within 72 hours after their receipt copies of all written notices received by Licensee from any governmental authority or any Subcontractor with respect to any part of the Licensed Space or any Subcontract.
If Licensee fails to timely respond to customer correspondence or governmental notices and furnish the requisite copies to the Commissioner, Licensee acknowledges that the City may suffer loss of goodwill and other harm the value of which is difficult to determine, and thus, in addition to any remedies for the Event of Default, the Commissioner will assess as liquidated damages against Licensee, and not as a penalty: (A) an amount of $100 per day for each day after the initial 72 hours until Licensee responds to the customer complaint or governmental notice and (B) if Licensee fails to provide the requisite copies to the Commissioner, SI 00 per day until the Licensee provides the Commissioner with the copies. Licensee's failure to perform

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either (A) or (B) For a period of 30 days or more will be grounds for the City declaring an Event of Default pursuant to Article IX, in which event Licensee will have no longer than 10 days to cure the Event of Default.
Hours of Operation.

Licensee must begin conducting its Concession operations in the Licensed Space(s) on the Date of Beneficial Occupancy applicable to that Licensed Space and continue them as outlined in Exhibit 2 (Term Sheet) which may be modified and approved by the Commissioner in writing.
Except as otherwise permitted under this Agreement, if Licensee fails to operate its Concession from the Licensed Space during all times that Licensee is required to do so under this Agreement and the failure continues for more than three days after the City gives Licensee notice, it is an Event of Default. In addition, Licensee acknowledges that failure to provide Concession services to the public would cause the City substantial damages, a portion of which may be ascertainable but another portion of which, related to loss of goodwill due to the public's inability to obtain the Products, the provision of which is one of the key purposes of this Agreement, might be difficult or impossible to prove or quantify. Accordingly, in addition to other remedies available to the City for an Event of Default, Licensee must pay the City as liquidated damages (and not as a penalty) in connection with such loss of goodwill the amount of SI 00 per day, beginning as of the time that the City first notifies Licensee that it is not operating the Concession in accordance with the time requirements of this Agreement. The obligation to make payments of liquidated damages will continue until the earliest of: (i) the time that the Concession Space re-opens for business; (ii) the date that this Agreement expires or is terminated; and (iii) the date that the Commissioner orders Licensee to vacate the Licensed Space.
Personnel. A. Staff.

Licensee must maintain a full time, fully trained staff during the Term of this Agreement having sufficient size, expertise and experience to operate the Concession. Licensee must maintain an adequate sales force so as to maximize Gross Revenues and use the utmost skill and diligence in the conduct of its Concession operations.
Licensee will assume full responsibility for the actions of all personnel and shall be solely responsible for their supervision, daily direction and control, remuneration, severance pay and claims, withholding taxes, insurance, social security licenses, and all other actions related to the Contractor's Concession operations. All Licensee personnel will be deemed to be employees of Licensee and will not for any purpose considered employees of the City.
Licensee shall comply with all applicable laws concerning the hiring and employment of personnel, including the Federal and State of Illinois Equal Employment Opportunity Regulations, and applicable prevailing wage rate statutes.
(iv) Licensee shall perform background checks on all employees, including criminal

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background checks, a check against the national sex offender database, fingerprinting, and such other checks as may be required by applicable law. All personnel records, reports, and background checks will be made available to the City within 10 days of request.
All employees of Licensee must at all times be clean, courteous, neat in appearance and helpful to the public, whether or not on duty. Licensee's employees are required to wear uniforms in good taste, the color and style of which Licensee selects. Licensee may make the arrangements with its own employees as it considers appropriate regarding the purchase and maintenance of standard uniforms. The City is entitled at any time to direct Licensee to require any of its employees not properly attired to immediately conform to the requirements of this Section or leave the Licensed Space.
Licensee and its personnel must at all times participate and cooperate fully in all quality assurance programs that may be instituted by the Commissioner from time to time. Licensee must cause its personnel to attend all customer service training meetings and participate in such other programs as may be required by the Commissioner. An appropriate officer or management representative of Licensee must meet with the Commissioner as requested by the Commissioner to discuss matters relating to this Agreement, including merchandising and marketing plans. In addition, at the request of the Commissioner, an appropriate officer or management representative of Licensee must attend other meetings with the City or any other parties designated by the Commissioner.

General Manager. Licensee must designate a General Manager experienced in management and supervision who has sufficient authority and responsibility to administer and manage the Concession. The General Manager (or authorized representative) must be immediately available to the Department whenever the Licensed Space(s) is/are open. The General Manager must spend substantially all of his or her working hours at the Park, unless the Commissioner approves in writing another arrangement. The General Manager is subject to removal at the direction of the Commissioner if the Commissioner reasonably determines, in her sole discretion, that the General Manager is not performing up to standards consistent with the fulfillment of Licensee's obligations.
Salaries. Salaries of all employees of Licensee and its Subcontractors performing services or Work under this Agreement must be paid unconditionally and not less often than once a month without deduction or rebate on any account, except only for those payroll deductions that are mandated by law or permitted by the applicable regulations issued by the United States Secretary of Labor under the "Anti-Kickback Act" of June 13, 1934 (48 Stat. 948; 62 Stat. 740; 63 Stat. 108; 18 U.S.C. § 874, and 40 U.S.C. § 276c). Licensee must comply with all applicable "Anti-Kickback" regulations and must insert appropriate provisions in all Subcontracts covering Work under this Agreement to insure compliance of all Subcontractors with those regulations and with the other requirements of this subsection, and is responsible for the submission of affidavits required under them, except as the United States Secretary of Labor may specifically prov ide for variations of, or exemptions from, the requirements of them.
4.6 Operation and Maintenance.
A. The City, at its sole cost and expense, will keep in good repair the Common Areas of the Park. The Commissioner reserves the right to interrupt temporarily the heating, air cooling, ventilation, plumbing or electrical services furnished to the Common Areas, to make

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emergency repairs or for other reasonable purposes, and the Commissioner will restore the services as soon as reasonably possible. The City has no responsibility or liability for failure to supply heat, air cooling, ventilation, plumbing, electrical or any other service to the Licensed Space, or the Park as a result of the making of repairs or replacements, fire or other casualty, strikes, failure of the utility provider to provide service or due to any other matter not within the City's reasonable control.
B. (i) Licensee must provide all utilities, cleaning and janitorial services to the Licensed Space. Licensee must clean, maintain and repair (including replacements, where necessary) the Licensed Space and Improvements in first-class condition and repair during the entire Term.
Licensee is responsible for pest control within the Licensed Space by contracting with a professional pest control service to provide service on a regular basis or as needed, or at the Commissioner's election, the City may provide or contract for the pest control and charge Licensee a reasonable charge for the service. If the Commissioner so requires, Licensee must coordinate all pest control service with the City's pest control contractor. Licensee must furnish the Commissioner a copy of its pest control contract and service records upon request.
If, applicable, Licensee must, at its own expense, keep the kitchen waste and exhaust system, including the grease trap and all risers, piping and fans used in connection with the waste and exhaust systems, whether located in or outside of the Licensed Space, and all other pipes or ducts used by Licensee, including black iron duct, in good repair and so as to meet the highest standards of cleanliness, health, and safety, in a manner consistent with the operation of a first-class restaurant and in accordance with all applicable laws, codes and regulations of any governmental authority having jurisdiction. Licensee must clean grease pans on a regular basis. Licensee must properly maintain the grease trap to prevent any overflow or discharge of grease. The grease trap and all plumbing pipes must be rodded and cleaned regularly and as often as necessary to prevent clogging or discharge. Licensee must not permit any grease to be discharged into the City's plumbing lines. If fixtures or equipment are installed in or attached to roof vents or other openings in the structure or to ducts that connect with the openings, Licensee must keep the ducts, vents and openings free from the accumulation of grease, dirt and other exhaust matter and must furnish and service any filters or other equipment necessary to prevent such accumulation. Licensee must keep the exhaust fan in good condition and repair so as to provide at least the air flow velocities required by applicable codes and regulations. Without limiting the foregoing. Licensee must clean black iron duct twice yearly, or more often as may be required by any local governmental codes, regulations or officials, insurance requirements or applicable industry standards, whichever is more restrictive.
(iv) Licensee must maintain all fire detection and fire suppression systems and
mechanisms, if required by Building Code, in accordance with all applicable laws,
codes and the requirements of all applicable policies of insurance and insurance
inspectors and of the City. Licensee must not cause or permit any damage to
insulation and fire protection materials surrounding the black iron duct. In
addition to Licensee's obligation to maintain utility lines in the Licensed Space as
set forth in Section 4.8 below, Licensee must install and maintain in good
working order and in accordance with the rules and regulations of all insurers and
applicable laws, codes, and regulations of any governmental authority, all fire
extinguishing systems in the Licensed Space.

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Upon request, Licensee must provide the Commissioner with monthly repair and maintenance reports detailing all repair and maintenance undertaken with respect to its Licensed Space. In the event that such repair and maintenance reports indicate that Licensee is not complying with its repair and maintenance obligations, it shall be an Event of Default. In addition to any other remedies available to the City, if Licensee fails to undertake required repair or maintenance within 5 days after receiving notice from the Commissioner (or such shorter time as may be required due to health or safety reasons) the City may undertake the required repair or maintenance through a City contractor or its own forces and charge Licensee the reasonable cost thereof.
To the extent any City ordinance imposes a stricter standard than the requirements of this section, the stricter standard must govern.
Any damage to property of the Park or property of other Licensees arising out of Licensee's failure to perform its maintenance obligations is expressly deemed a "Loss" subject to Licensee's indemnification obligations under Section 8.2.
C. Common Areas.
Licensee shall not use common areas, including areas adjacent to the Concession facilities, for any purpose other than ingress and egress, and any such use thereof shall be subject to the terms of their Concession License Agreement. Without limiting the generality of the foregoing, Licensee shall not use the common areas to canvass, solicit business or information from, or distribute any article or material to, other Licensees, users, patrons, or visitors to Park property. Licensees shall not allow anything to remain in any passageway, sidewalk, court, path, roadway, corridor, patio, entrance, exit, or other area outside of the Licensed Space, unless approved by the Commissioner in writing.
The City will be responsible for the operation, repair and maintenance of the Common
Area.
In addition, the City reserves the right to provide programming events in the Park common areas under existing City programs, including but not limited to programming or events managed by the Department of Cultural Affairs. The execution of this Agreement does not give the Licensee any other right with respect to the Licensed Space. Any rights not expressly granted to the Licensee through this Agreement are reserved exclusively to City. Unless otherwise specified in this Agreement, execution of this Agreement does not obligate the City to undertake any additional duties or services.
4.7 Utilities.
Licensee must pay for all utilities furnished to the Licensed Space, to the extent separately metered. All utilities must be separately metered for usage within a Licensed Space except to the extent that the Commissioner agrees otherwise in writing. Notwithstanding the foregoing, in the event that water/sewage is not separately metered, the City may charge Licensee for water/sewage based on a reasonable estimate of usage given the nature of the Concession.
In addition to payment for utility service, Licensee must maintain utility lines to the Licensed Space as follows:

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where the utility lines, including gas, electrical, telephone, hot and cold water, fire sprinkler, gas, and sewer serve both the Licensed Space and other areas of the Park, Licensee is only obligated to maintain those branch lines and facilities that exclusively serve the Licensed Space; and
where such utility lines are entirely for the exclusive service of the Licensed Space, Licensee is obligated to maintain the utility lines from the Licensed Space up to the main entry point of the utility to the Park. Alternatively, the City may, at the Commissioner's sole discretion, maintain such utility lines and charge Licensee the reasonable cost of the maintenance.
Licensee must maintain all electrical cables, conduits, wiring, fire alarm systems, electrical panels and associated equipment located within and serving the Licensed Space.

Refuse Handling.

Licensee, at its own cost and expense, must provide for the handling of all refuse, including trash, garbage, recycling and other waste created by its Concession operations and for their disposal at the Back of the House Areas within the Park designated by the Commissioner from time to time. Within its Licensed Space, Licensee must provide a complete and proper arrangement for the adequate sanitary handling and disposal of trash, garbage, recycling and other refuse resulting from its Concession operations. Licensee must provide and use suitable covered metal receptacles for all trash, garbage, recycling and other refuse in accessible locations within the boundaries of each Licensed Space. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the Licensed Space or the Common Areas is forbidden. The Commissioner reserves the right, from time to time, to establish time periods or schedules during which Licensee must remove refuse from the Licensed Space.
Licensee must comply with all present and future laws, orders and regulations and any rules and regulations promulgated by the Commissioner regarding the separation, sorting and recycling of garbage, refuse and trash. Licensee must separate and appropriately dispose of recyclable and non-recyclable waste, including organic materials. Recyclable waste includes newspaper, unsoiled paper products, cardboard, plastic, aluminum and glass. Licensee is encouraged to use service goods made from recycled and recyclable materials. All recyclable waste will be disposed at the direction of DCASE. DCASE may also require sorting and disposal of compostable/organic wastes, including food scraps and soiled paper products. Licensees must therefore also provide for the separation of pre-consumer compostable\organic waste for composting.
Transporting of garbage and recycling to the designated Back of the House Areas must be done in a gondola that prevents dripping in the common area.
Promotion.
A. Signs and Advertising. Licensee may, at its own expense and subject to obtaining any necessary permits, install and operate necessary and appropriate identification signs in and on the Concession Space for its promotional use (identifying the Concession operations at the Concession Space in question or the Products sold there). All such signage (especially all signage visible from the Common Areas) must be in compliance with signage and other

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applicable criteria adopted by the Commissioner or other City agencies from time to time and subject to the prior written approval of the Commissioner as to the number, size, height, location and design (as applicable). Licensee must not install, affix, or display any signage outside the Concession Space except as permitted by the Department. Without the prior written consent of the Commissioner, Licensee and its Subcontractors must not distribute any advertising, promotional or informational pamphlets, circulars, brochures or similar materials anywhere within the Park except within the Licensed Space and except as are related to Licensee's Concession.
B. Terms Required by McDonald's Sponsorship Agreement. Licensee recognizes that its signage in and around the Licensed Space must be approved by City and McDonald's Corporation. Licensee also recognizes that no other corporate signage may be displayed in or around the Licensed Space.
Distribution and Storage; Deliveries.
Licensee acknowledges that the City will not be responsible for and will have no liability related to the operation of (or the failure to operate) the Back of the House Areas or comparable storage facility, including lost profits, consequential damages or any other losses or damages whatsoever.
Certain Rights Reserved By the City.
A. Except as expressly provided otherwise in this Agreement: the City has the rights set forth below, each of which the City may exercise with notice to Licensee and without liability to Licensee for damage or injury to property, person or business on account of exercising them; the City's exercise of any such rights is not deemed to constitute a breach of this Agreement or a disturbance of Licensee's use the Licensed Space; the City's exercise does not give rise to any claim, including for set-off or abatement of Fees; the City's exercise also does not relieve Licensee of any obligation to pay all Fees when due. The rights include the rights to:
Install, affix and maintain any and all signs throughout the Park;
Decorate or to make repairs, inspections, alterations, additions, or improvements, whether structural or otherwise, in and about the Park and for such purposes to enter upon the Licensed Space, and during the continuance of any of the work, to temporarily close doors, entry ways, and public space in the Park, and to interrupt or temporarily suspend services, all without affecting any of Licensee's obligations under this Agreement, so long as the Licensed Space is reasonably accessible and usable;
Keys to the Licensed Spaces, including master keys and passkeys, to all doors within and into the Licensed Spaces will at all times be kept under adequate and appropriate security by the Department. Licensee must not change any locks, nor affix locks on doors. Notwithstanding the provisions for the Department's access to the Licensed Spaces, Licensee releases the City from all responsibility arising out of theft, robbery, pilferage and personal assault. Upon the expiration or termination of the Term of this Agreement, Licensee must return all keys to the Commissioner and must disclose the combination of any sales, cabinets or vaults left in the Licensed Space:

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Approve the weight, size and location of safes, vaults and other heavy equipment and articles in and about the Licensed Space and to require all such items and furniture and similar items to be moved into or out of the Park and the Licensed Space only at the times and in the manner as the Commissioner directs in writing. Licensee must not install or operate machinery or any mechanical devices of a nature not directly related to Licensee's ordinary use of the Licensed Space without the prior written consent of the Commissioner. Movements of Licensee property into or out of the Park or the Licensed Space and within the Park are entirely at the risk and responsibility of Licensee, and the Commissioner reserves the right to require permits before allowing any property to be moved into or out of the Park or the Licensed Space;
Establish controls for the purpose of regulating all property and packages, both personal and otherwise, to be moved into or out of the Park and the Licensed Space;
Show the Licensed Space to prospective Licensees at reasonable times and, if vacated or abandoned, prepare the Licensed Space for re-licensing;

Erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances to them, in and through the Licensed Spaces at reasonable locations;
Enter the Licensed Space for the purpose of periodic inspection for fire protection, maintenance and compliance with the terms of this Agreement, and exercise any rights granted to City or retained by City in this Agreement; except in the case of emergency, however, the right must be exercised upon reasonable prior notice to Licensee and with an opportunity for Licensee to have an employee or agent present;
Grant to any person the right to conduct any business or render any service in or to the Park; and
Promulgate from time to time rules and regulations regarding the operations at the Park.
B. Licensee will be solely responsible for installation and maintenance of all sprinkler systems, whether or not Licensee was required to install such sprinkler systems. If any sprinkler work requires a temporary shut-down and/or drainage of the sprinkler system or portion thereof in the Park, Licensee must pay an up-front fee of $500 per occurrence in the form of a certified check or money order.

ARTICLE 5 LICENSED SPACE AND IMPROVElMENTS

5.1 Licensed Space.
As provided in Section 4.1. the City grants Licensee the right to use the Licensed Space identified in Exhibit 1, from the Date of Delivery of the Licensed Space through the remainder of the Term of this Agreement for the operation of the Concession, except as otherwise provided for herein. Exhibit 1 may be amended by agreement of the Licensee and the Commissioner from

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time to time to reflect changes in Licensed Space, including but not limited to any Additional Space. Licensee must confine all of its Concession operations to its Licensed Space. Any conduct of Concession operations outside of Licensee's Licensed Space without Commissioner's written approval, is an Event of Default.
Concession Space. The Licensed Space includes the Concession Space identified in Exhibit 1. Concession Space is to be used for the sale of Products at retail to the public.
Storage Space. The Licensed Space includes the Storage Space, if any, identified in Exhibit 1. Storage Space is to be used to store inventory and supplies for use in the Concession Space. It may be used for other purposes relating to the Concession with the consent of the Commissioner, but not as a point of retail sale of Products. If the Commissioner determines that Licensee is using Storage Space for purposes unrelated to the Concession, the Commissioner may unilaterally delete the Storage Space from the Licensed Space. If the Commissioner determines that the size of the Storage Space exceeds the needs of the Licensee, the Commissioner may unilaterally reduce the size of the Storage Space.
Additional Space.

During the Term, the Commissioner may from time to time, at his sole discretion, make Additional Space available for Licensee's Concession operations. In such event, the Commissioner will send written notice to Licensee to advise Licensee of the following:

size and location of the Additional Space being offered, if any;
whether the Additional Space is being offered as Concession Space or Storage Space;
Licensee's Improvement obligations for the Additional Space; and
the additional Fixed Fee for the Additional Space.
Within 30 days after receiving the notice from the Commissioner, Licensee must notify the Commissioner if it accepts or rejects the Additional Space and, if the Additional Space is Concession Space, and the proposed Improvements. Upon notification from Licensee to the Commissioner that Licensee accepts the Additional Space and, if the Additional Space is Concession Space, acceptance by the Commissioner of the proposed Improvements, the square footage will be added to the Concession Space or Storage Space, as applicable, under this Agreement and Exhibits 1 and 2 modified accordingly. Upon notification from Licensee to the Commissioner that it rejects the Additional Space or if Licensee fails to notify the Commissioner within 30 days that it accepts the Additional Space, the offer will terminate and the Commissioner may offer the Additional Space to others.
Nothing in (i) above requires the Commissioner to offer any Additional Space to Licensee or limits or restricts the Commissioner's or the City's right to enter into any Concession agreement with any third party for such space. Additional Space, if any, offered to Licensee is solely for the benefit of the City or Park to enhance Park revenues, and whether or not to offer such Additional Space to Licensee is at the Commissioner's sole discretion. LICENSEE HAS NO

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RIGHT TO BE OFFERED ANY ADDITIONAL SPACE.
Title to Property in the Licensed Space.
Licensee shall retain title and ownership to all Products and other Licensee personal property and proprietary trade fixtures in the Licensed Space (collectively furniture, fixtures, and equipment or "FF&E") and Improvements, except in the event of deemed abandonment, as determined in the sole discretion of the Commissioner after termination or expiration of this Agreement. FF&E shall include:
All inventory and point of sale equipment;
PCs and other office equipment and supplies;
Cabinets, chairs, tables, displays, decor; and
Lighting & climate control equipment;
The City owns all other properly in the Licensed Space.
Licensee's Improvement Obligations.
A. Concession Space and Storage Space. Unless otherwise agreed in writing by the Commissioner, Licensee must complete, or cause to be completed, the Improvements as described in the Development Plan. Improvements shall be at Licensee's sole cost and expense and must be completed in accordance with the schedule set forth in the Development Plan, subject to Section 11.19, "Force Majeure."
Work Requirements.

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF WORK UNDER THIS AGREEMENT.
Compliance with Standards. Licensee must comply in its design, construction, use, occupancy and operation of the Licensed Space, al its own cost, with: all federal, State of Illinois, and City laws, rules, regulations and ordinances, including all building, zoning and health codes and all Environmental Laws. The Improvements:

Must conform with all architectural, fire, safety, zoning and electrical codes and all federal, State, City and other local laws, regulations and ordinances pertaining to them, including the ADA, and all Park standards, procedures and regulations.
Must be free and clear of any mechanics' or materialmen's liens or similar liens or encumbrances.
Except as otherwise provided in this Agreement, must be completed entirely at Licensee's cost and expense and in accordance with the requirements of this Agreement.
Licensee must provide for any supplemental heating, cooling and exhaust facilities that Licensee may require to properly heat, cool, ventilate and exhaust air in the Licensed Space. All such supplemental facilities must be designed and installed in accordance with applicable building codes, and must be approved by the Commissioner prior to installation. If at any time

the Licensee's supplemental heating, cooling and exhaust facilities fail to comply with applicable building codes, Licensee must, on notice from the City, cause repairs to be made so that Licensee is in compliance with this requirement.
Development Plan. If the Licensee and City agree through amendment that Licensee will implement Improvements to the Licensed Space, Licensee will attach its Development Plan, as approved by the Commissioner, as an exhibit to the amendment. It will describe and depict the Licensee's thematic concept for the Concession Space (including storefront design images, as appropriate), floor plan(s) and dimensions of the Concession Space, surrounding landscaping Improvements (if any), a detailed description of the nature and scope of Improvements with dimensions, its implementation plan and detailed schedule for implementing the Improvements and commencing Concession operations in the Licensed Space, description of any temporary facilities that may be necessary to meet the requirements of this Agreement, materials to be used for the Improvements, and' such other things as the Commissioner reasonably requests. The Development Plan must include the anticipated Date of Beneficial Occupancy of each Concession Space, the budgeted Improvement Costs for each Concession Space, and the Delivery Date necessary in order to achieve the anticipated DBO for each Concession Space.
Inspection of Improvements in Progress. The Department has the right to enter upon the Licensed Space for the purposes of inspecting and recording the Improvements in progress, ensuring that Licensee's construction complies with the Development Plan, and rejecting any such construction that does not so conform
Mechanic's Liens. Licensee must not permit any mechanic's lien for labor or materials furnished or alleged to have been furnished to it to attach to any portion of the Licensed Space or the Park. Upon making payments to Subcontractors, Licensee must obtain from each Subcontractor a waiver of mechanic's liens against any portion of the Licensed Space or the Park arising out of any Work done by the Subcontractor and each and every of the Subcontractor's materialmen and workmen. If, nonetheless, any such mechanic's lien is filed upon any portion of the Licensed Space, or the Park, Licensee must indemnify, protect, defend and save harmless the City against any loss, liability or expense whatsoever by reason of the mechanic's lien and must promptly and diligently proceed with or defend, at its own expense, the action or proceedings as may be necessary to remove the lien. Licensee must deliver notice to the Commissioner of any such lien or claim within 15 days after Licensee has knowledge of it. Licensee may permit the mechanic's lien to remain undischarged and unsatisfied during the period of the contest and appeal; provided that, upon request by the Commissioner, Licensee must post a bond with the City equal to 150% of the amount of the lien. If the lien is stayed and the stay later expires or if by nonpayment of any lien any portion of the Licensed Space or the Park will be, or is claimed to be, subject to loss or forfeiture, then Licensee must immediately pay and cause to be satisfied and discharged the lien. If Licensee fails to do so, the Commissioner may, in his or her sole discretion, draw on the bond and make such payment and, in such event, the amount paid shall immediately be payable by Licensee to the City. Failure to post a bond when requested by the Commissioner or make the payment due shall be an Event of Default.





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Damage or Destruction of Improvements.
Insubstantial Damage. If Improvements to the Licensed Space are damaged, in whole or in part, by fire or other casualty, and there is no Major Damage (as defined below) to the portion of the Park infrastructure served by the damaged Improvements, Licensee must repair the damage to the Improvements as soon as reasonably possible at Licensee's expense.
Major Damage.

"Major Damage" means any damage or destruction that, based on reasonable estimates made by the Department within 60 days after the occurrence of the damage or destruction, in order to be repaired to the condition existing before the damage or destruction

would cost, with respect to the Improvements, in excess of 50% of the replacement cost value of all Improvements to the Licensed Space; and
would, with respect to Park infrastructure, require, in the sole judgment of the Commissioner, more than six months to complete.
If any portion of the Park infrastructure suffers Major Damage, whether or not including any portion of the Licensed Space, in whole or in part by fire or other casualty, the Commissioner has the right, for a period of six months starting on the date of the occurrence, to elect not to repair the Major Damage as otherwise required under this section, by giving written notice of the election to all licensees. If the Licensed Space is not affected by the Major Damage, Licensee may be required to continue Concession operations and pay Fees, in the sole discretion of the Commissioner. If the Licensed Space is rendered unusable for Concession operations, then Licensee must cease Concession operations and will not be required to pay Fees after the date of the occurrence of Major Damage but must pay all Fees otherwise owing prior to the date of occurrence. If the Commissioner elects not to repair the Major Damage, the Commissioner has the right to terminate, in the Commissioner's sole discretion, any or all license agreements, whether or not affected by the Major Damage, and relevant licensees must vacate the relevant licensed spaces.
If any portion of the Licensed Space suffers Major Damage, and if after the occurrence of the damage the Agreement is not terminated at the sole discretion of the Commissioner, the Licensee will, in accordance with paragraph B(v) below, estimate the cost of restoration and the length of time that will be required to repair the damage and will notify City of the estimate, which estimate must be approved by the Commissioner. If the damage can be repaired and the Improvements restored before the Term expires, then Licensee must repair the damage and restore the Improvements. If repair and restoration cannot be substantially completed before the Term expires, then this Agreement terminates as of the date of the Ma jor Damage.
If this Agreement is not terminated in accordance with paragraphs (B)(ii) or (iii) and a casually has damaged or destroyed any portion of the Park infrastructure involving the Licensed Space, the City will restore the Park infrastructure to the condition existing on the Delivery Date as nearly as possible, in the

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Commissioner's sole determination. Upon completion of the City's Park infrastructure restoration work, if any, Licensee must proceed to rebuild the Improvements as nearly as possible to the character of Improvements existing immediately before the occurrence.
Before beginning to replace, repair, rebuild or restore Improvements, Licensee must deliver to the Commissioner a report of an independent consultant acceptable to the Commissioner setting forth:

an estimate of the total cost of the Work;
the estimated date upon which the Work will be substantially completed; and
a statement to the effect that insurance proceeds are projected to be sufficient to pay the costs of the Work.
The Commissioner will use commercially reasonable efforts to provide suitable temporary space during the period of restoration subject to the reasonable approval of Licensee. Licensee must relocate the Concession operations to the temporary space, and the costs associated with any such relocation, including moving expenses and the cost of reconstructing the Improvements in the temporary space, must be borne by Licensee.
C. Insufficient Insurance. In no event will the City be obligated to repair, alter, replace, restore, or rebuild any Improvements, or any portion of them, nor to pay any of the costs or expenses for them. If Licensee's available insurance proceeds are not sufficient to cover the cost of the restoration as required under this Section, then Licensee is liable to complete the repairs at its own cost and expense, except as provided in (C) above.
5.6 City Resident Construction Worker Employment Requirement.
Use of Residents. Jn connection with and during the construction of any Work in excess of $100,000 in Improvement Costs, Licensee and its Subcontractors must comply with the provisions of § 2-92-330 of the Municipal Code of the City of Chicago ("Municipal Code"), as amended from time to time concerning the minimum percentage of total construction worker hours performed by actual residents of the City. (At least 50% of the total construction worker hours worked by persons on the site of the Work must be performed by actual residents of the City. Licensee may request a reduction or waiver of this minimum percentage level of Chicagoans in accordance with standards and procedures developed by the Chief Procurement Officer of the City.) In addition to complying with this percentage, Licensee and its Subcontractors are required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions. "City Resident" means persons domiciled within the City. The domicile is an individual's one and only tine, fixed and permanent home and principal establishment. Licensee and each Subcontractor (for purposes of this subsection, "Employer") must provide for the maintenance of adequate employee residency records to ensure that City Residents are employed. Each Employer will maintain copies of personal documents supportive of every employee's actual record of residence.
Certified Payroll Reports. Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) must be submitted by hard copy or electronically to the

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Commissioner and must 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.
Inspection of Records. Each Employer must provide full access to its employment records to the Chief Procurement Officer, the Commissioner, the Inspector General or any duly authorized representative of any of them. Each Employer must maintain all relevant personnel data and records for a period of at least 3 years after final acceptance of the Work. At the direction of the Commissioner, affidavits and other supporting documentation may be required of each Employer to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Level of Effort. Efforts on the part of each Employer to provide utilization of City Residents that are not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer will not suffice to replace the actual, verified achievement of the requirements of this section concerning the worker hours performed by City Residents.
Shortfalls; Liquidated Damages. When the Work is completed, in the event that the City has determined that Licensee has failed to ensure the fulfillment of the requirement of this section concerning the worker hours performed by City 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 section. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1% of the aggregate hard construction costs of the Improvement Costs (the product of .0005 x such aggregate hard construction costs) (as evidenced by approved contract value for the actual contracts) must be surrendered by Licensee to the City as liquidated damages, and not as a penalty, in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly will 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 Licensee and/or the Subcontractors to prosecution. The City may draw against the Security any amounts that appear to be due to the City under this provision pending the City's determination as to the full amount of liquidated damages due on completion of the Work.
Nothing set forth in this section acts as a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 1 1246" 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, as applicable.
Inclusion in Subcontracts. Licensee must cause or require the provisions of this section to be included in all construction Subcontracts related to the Work.








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5.7 Licensing of General Contractor.
This Agreement is subject to Chapter 4-36 of the Municipal Code which requires all persons acting as a general contractor (as defined in Chapter 4-36) to be licensed as a general contractor by the City. Licensee's failure to ensure that any general contractor working on Improvements complies with Chapter 4-36 will be an Event of Default.
Prevailing Wages.
In connection with the construction, repair, and maintenance of Improvements, Licensee must comply with the applicable provisions of 820 ILCS 130/0.01 et seq. regarding the payment of prevailing wages, and the most recent Illinois Department of Labor schedule of prevailing wages, and any successors to them. Licensee must insert appropriate provisions in all Subcontracts covering construction work under this Agreement to ensure compliance of all construction Subcontractors with the foregoing wage statutes and regulations.
Subcontractor Certifications.
Licensee must require all Subcontractors performing Work in connection with this Agreement to be bound by the following provision and Licensee must cooperate fully with the City in exercising the rights and remedies described below or otherwise available at law or in equity:
"Subcontractor certifies and represents that Subcontractor and any entity or individual that owns or controls, or is controlled or owned by, or is under common control or ownership with Subcontractor is not currently indebted to the City and will not at any time during the Term be indebted to the City, for or on account of any delinquent taxes, liens, judgments, fees or other debts for which no written agreement or payment plan satisfactory to the City has been established. In addition to any other rights or remedies available to the City at law or in equity, Subcontractor acknowledges that any breach or failure to conform to this certification may, at the option and direction of the City, result in the withholding of payments otherwise due to Subcontractor for services rendered in connection with the Agreement and, if the breach or failure is not resolved to the City's satisfaction within a reasonable time frame specified by the City in writing, may result in the offset of any such indebtedness against the payments otherwise due to Subcontractor and/or the termination of Subcontractor for default (in which case Subcontractor will be liable for all excess costs and other damages resulting from the termination.)"
MBE/WBE Compliance.
If the City and Licensee agree through amendment that Licensee will implement Improvements to the Licensed Space, Licensee shall make good faith efforts to meet the following goals with respect to participation of Minority Business Enterprises/Woman-Owned Business Enterprises ("MBE/WBE") in the design and construction of Licensee's Improvements (inclusive of labor and materials), respectively: (i) Design: 25% MBE and 5% WBE; and (ii) Construction: 26% MBE and 6% WBE. The Special Conditions and related forms used by the City in its own procurements are attached hereto as Exhibit 7 and should be used by Licensee's

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Contractors. Licensee must submit to DCASE completed Schedules C's and D's from its design and construction Contractors demonstrating their percentage MBE and WBE participation commitments, and their good faith efforts to achieve the foregoing goals if the commitments are less than those goals. Thereafter, Licensee must submit periodic reports to DCASE, in a form and frequency determined by the Commissioner, documenting its Contractors' compliance with their commitments. For all things relating to MBE/WBE compliance, those functions, including the ones described in Exhibit 11 Supplemental Contract Terms Relating to Executive Order 2021-1, will be performed by the Commissioner and not the CPO. However, firms will be certified by DPS.
5.11 Performance Bond
A Performance and Payment Bond will be required for this contract, if the Concessionaire and City agree through amendment that the Concessionaire will implement Improvements to the Licensed Space.

The Licensee must, within seven calendar days of receipt of written notice from the City, furnish a Performance and Payment Bond in the amount specified by Commissioner. The Bond must be on the Contractor's Performance and Payment Bond form, a specimen which is attached as Exhibit 5, issued by a surety that is satisfactory to the Commissioner and the City Comptroller, and comply with the provisions of 30 ILCS 550/1 et seq. and MCC Section 2-92-030.

ARTICLE 6 TERM OF AGREEMENT
Term.
The term of this Agreement is the Term as defined in Article 3, unless this Agreement is terminated earlier in accordance with its terms.
Return of the Licensed Space and Removal of Improvements.

At the termination or expiration for any reason of this Agreement, Licensee must promptly, peaceably, quietly and in good order quit, deliver up and return the Licensed Space in good condition and repair, ordinary wear and tear and damage by fire or other casualty excepted.
Licensee must remove all Licensee FF&E from the Licensed Space before the date of termination or expiration. Any FF&E remaining in the Licensed Space 48 hours after the date of termination or expiration shall be deemed abandoned, and the City may dispose of such FF&E in the Commissioner's sole discretion, and Licensee shall have no claim to the proceeds, if any, from such disposition.
Further, at the Commissioner's request (which request will be given in writing at least 30 days before the expiration or as soon as possible after termination of the Term ), Licensee must remove all Improvements installed by or for Licensee, or Licensee's agents, employees or Subcontractors. Licensee must also secure any plumbing and remove, obliterate or paint out any


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and all of its signs, advertising and displays as the Commissioner or his designated representative may direct, and repair any holes or other damage left or caused by Licensee.
Licensee must repair any damage to the Licensed Space caused by Licensee's removal of Licensee FF&E and Improvements. All the removal and repair required of Licensee under this section are at Licensee's sole cost and expense.
If Licensee fails to perform any of its foregoing obligations, then the Commissioner may cause the obligations to be performed by Department personnel or City contractors, and Licensee must pay the cost of the performance, together with interest thereon at the Default Rate from and after the date the costs were incurred until receipt of full payment therefor.
6.3 Early Termination.
Notwithstanding anything to the contrary set forth in this License, the Commissioner may terminate this Agreement without cause for any reason, in the Commissioner's sole discretion, upon at least thirty (30) days prior written notice to Licensee. Upon the effective date set forth in such notice, Licensee shall vacate the Licensed Space as if the Agreement had expired on that date. Upon Licensee's vacation of the Licensed Space, the City and Licensee shall thereafter be released from any and all obligations under this Agreement with respect to the Licensed Space except for such obligations which are expressly stated to survive the expiration or earlier termination of this Agreement.

ARTICLE 7 FEES

7.1 Fees Payable.
In consideration of City granting Licensee a license to operate its Concession in the Concession Space and a right to Storage Space, if any, Licensee must pay the following, without notice or demand: the Fixed Fee and the Percentage Fee (collectively, "Fees") as follows:

Fixed Fee. The "Fixed Fee" is a lump sum annual fee that is payable in in equal quarterly installments on the last day of each calendar quarter (March, June, September, December). The Fixed Fee will begin to accrue on the Effective Date and will be prorated for partial calendar quarter occupancy. .
Percentage Fee. The "Percentage Fee" is an amount equal to the Percentage Rate set forth in Exhibit 2 multiplied by Gross Revenues for each License Year, including the Initial License Year. The Percentage Fee is due annually on or before TBD of the succeeding License Year. The Percentage Rate applicable to this Agreement is set forth in Exhibit 2.
Failure by Licensee to pay Fees, or any portion thereof, when due is an Event of Default.
Impositions. Licensee must timely pay, as and when due, any and all taxes, assessments, fees, and charges levied, assessed or imposed by a governmental unit upon this Agreement, the Licensed Space, Licensee's Concession business or upon Licensee's personal

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property, including but not limited to all permit fees and charges of a similar nature for Licensee's conduct of any business or undertaking in the Licensed Space (collectively, "Impositions"). Licensee must provide the Commissioner with copies of any business licenses or permits required for the Licensee to operate the Concession. Nothing in this Agreement precludes Licensee from contesting the amount of an Imposition, including those taxes or charges enacted or promulgated by City, but unless otherwise allowed by the entity imposing the tax or charge, Licensee must pay the tax or charge pending the judicial or administrative decision on the Licensee's contest. Failure of Licensee to pay any Imposition when due, except to the extent that Licensee is allowed to withhold payment while contesting the amount of the Imposition, will constitute an Event of Default.
C. Fees under this Agreement are not considered to be a tax and are independent of any Imposition levied by the City on the Licensee's business. Further, the payment of the Fees under this Agreement is independent of each and every other covenant and agreement contained in this Agreement, and Licensee must pay all Fees without any set off, abatement, counterclaim or deduction whatsoever except as otherwise expressly provided in this Agreement.
Time of Payments.

On or before the last day of each calendar quarter as described in Section 7.1A(i), Licensee must pay to the City the Fixed Fee.
On or before the TBD, Licensee must pay the Percentage Fee for the preceding year as well as provide the City a certified statement of Gross Revenues.
Material Underpayment or Late Payment. Without waiving any other remedies available to the City, if:

Licensee underpaid Fees due in any calendar year by more than 5%, or
Licensee failed to make any Fee payments within 5 days of the date due,
then Licensee must pay, in addition to the amount due the City, interest on the amount of underpayment or late payment at the Default Rate. Interest on the amount underpaid accrues from the date on which the original payment was due until paid in full. The provision for the payment of interest does not constitute an authorization by the City of underpayment or late payment.
Reports.

Monthly. Licensee must furnish to the Commissioner on or before the 15th day of each calendar month falling wholly or in part within the Term of this Agreement during which Licensee has operated in the Concession Space a complete statement, certified by Licensee, of the amount of Gross Revenues derived from the Concession Space by Licensee during the preceding month.
Daily and/or Weekly. Licensee will furnish to the Commissioner daily and/or weekly sales reports, if requested, breaking down all sales and Gross Revenues by each separate Concession Space, as well as other reports regarding the operation of the Concession that may be reasonably requested by the Commissioner. If so requested. Licensee will provide

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Commissioner with statistical information regarding the number and type of transactions occurring at each Concession Space, in the form specified by the Commissioner.
Annually or more often.

Licensee also must furnish to Commissioner no later than TBD of each License Year falling wholly or in part within the Term of this Agreement, and within 30 days after the expiration or termination of this Agreement, a complete statement of revenues certified by an certified public accountant engaged by Licensee, showing in all reasonable detail the amount of Gross Revenues made by Licensee in, on or from the Licensed Space during the preceding License Year and copies of all returns and other information filed with respect to Illinois sales and use taxes as well as such other reasonable financial and statistical reports as the Commissioner may, from time to time, require by written notice to Licensee.
The annual statement must include a breakdown of Gross Revenues on a month by month basis and an opinion of a certified public accountant that must include the following language, or language of similar purport:
"We, a firm of independent certified public accountants, have examined the accompanying statement reported to the
City of Chicago by [ ] for the year ended
relating to its operations at the Park
pursuant to an Agreement dated ,
. Our examination was made in accordance with
generally accepted accounting principles and, accordingly, includes such tests of the accounting records and such other procedures as we considered necessary in the circumstances.
In our opinion, the accompanying statement showing gross
revenues of $ presents accurately the amount
of Gross Revenues, as defined in the Agreement, for the
year ended ."
All such reports and statements must be prepared on a form approved by the Commissioner and must, among other things, provide a breakdown of the Gross Revenues by category of Products and an analysis of all Percentage Fees due and payable to the City with respect to the period in question. If Licensee fails to timely furnish to the Commissioner any monthly or annual statement required under this Agreement or if the independent certified public accountant's opinion is qualified or conditioned in any manner, the Commissioner has the right (but is not obligated) without notice, to conduct an audit of Licensee's books and records and to prepare the statements at Licensee's expense. Licensee must also provide the Commissioner with such other financial or statistical reports and information concerning the Licensed Space or any part thereof, in the form as may be reasonably required from time to time by the Commissioner.





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Books, Records and Audits.
Except as provided below, Licensee must prepare and maintain at its office in Chicago full, complete and proper books, records and accounts in accordance with generally accepted accounting procedures relating to and setting forth the Gross Revenues, including but not limited to Gross Revenues generated by sales of Products for cash, debit, check, gift certificate, credit, or any other form of compensation, and must require and cause its operations personnel and Subcontractors to prepare and keep books, source documents, records and accounts relating to operations within the Park sufficient to substantiate those kept by Licensee. The books and source documents to be kept by Licensee must include true copies of all federal, state and local tax returns filed with respect to Licensee's Concession operation and reports, records of inventories and receipts of Products, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Licensed Space by Licensee.
Licensee must record at the time of each sale or other transaction, in the presence of the customer, all receipts from the sale or other transaction, whether for cash, credit or otherwise, in a point of sale system having a cumulative total that must be recorded or sealed in a manner approved by the Commissioner and that must possess such other features as required by the Commissioner. The books, records and accounts, including any sales tax reports that Licensee may be required to furnish to any government or governmental agency, must at all reasonable times be open to the inspection (including the making of copies or extracts) of the Commissioner, the Commissioner's auditor or other authorized representative or agent at the Licensed Space or Licensee's other offices in Chicago for a period of at least 3 years after the expiration of each calendar year falling wholly or in part within the Term.
The acceptance by the Commissioner of payments of any Percentage Fee is without prejudice to the Commissioner's right to conduct an examination of the Licensee's books and records relating to Gross Revenues and of inventories of Products at the Concession Space, in order to verify the amount of Gross Revenues made in and from the Concession Space.
After providing Licensee at least 3 days prior oral or written notice, the Commissioner may inspect the books and records of Licensee. Further, at its option, the Commissioner may at any reasonable time, upon no less than 10 days prior written notice to Licensee cause a complete audit to be made of Licensee's entire records relating to the Concession Space for the period covered by any statement issued by Licensee as above set forth. If the audit discloses that Licensee's statement of Gross Revenues is understated to the extent of:

3% or more, Licensee must promptly pay the City the cost of the audit in addition to the deficiency (and any interest on the deficiency at the Default Rate), which deficiency is payable in any event; and if
5% or more, an Event of Default is considered to have occurred, and in addition to all other remedies available under this Agreement, at law, or in equity, the Commissioner has the right to terminate this Agreement immediately upon giving notice to Licensee, without any opportunity for Licensee to cure.
In addition to the foregoing, and in addition to all other remedies available to the City, if Licensee or the City's auditor schedules a date for an audit of Licensee's records and Licensee


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fails to be available or otherwise fails to comply with the reasonable requirements for the audit, Licensee must pay all reasonable costs and expenses associated with the scheduled audit.
Revenue Control.
Upon the request of the Commissioner Licensee must make available monthly sales data for each Concession Space ("Point of Sale Data"), reflecting the amount of each sales transaction, items sold per transaction, time and date of the transaction, and specifying the sales categoiy applicable to each item sold.
Lien.
In addition to any liens as may arise under Illinois law, the City has a contractual lien under this Agreement on Licensee's personal property and Improvements located on the Licensed Space, as security for non-payment of any Fees due.

ARTICLE 8 INSURANCE, INDEMNITY AND SECURITY
Insurance.
Licensee must, at its sole expense, procure and maintain at all times during the Term of this Agreement, and during any time period Licensee is required to return to the Licensed Space for any reason whatsoever, the types of insurance specified in Exhibit 6 covering all operations under this Agreement, with insurance companies authorized to do business in the State of Illinois.
Indemnification.
Licensee must defend, indemnify, keep and hold harmless the City, its officers, representatives, elected and appointed officials, agents and employees (collectively, the "Indemnified Parties,") from and against any and all Losses (as defined below), in consequence of the granting of this Contract or arising out of or being in any way connected with the Licensee's performance under this Contract, except as otherwise provided in 740 ILCS 35 "Construction Contract Indemnification for Negligence Act" if it applies, including those related to: injury, death or damage of or to any person or property; any infringement or violation of any property right (including any patent, trademark or copyright); failure to pay or perform or cause to be paid or performed Licensee's covenants and obligations as and when required under this Contract or otherwise to pay or perform its obligations to any subcontractor; the City's exercise of its rights and remedies under this Contract; and injuries to or death of any employee of Licensee or any subcontractor under any workers compensation statute. When 740 ILCS 35 applies, indemnification provided by the Licensee to the Indemnified Parties will be to the maximum extent permitted under applicable law.
"Losses" means, individually and collectively, liabilities of every kind, including monetary damages and reasonable costs, payments and expenses (such as, but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits, proceedings, fines, judgments Or settlements, any or all of which in any way arise out of or relate

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to the negligent or otherwise wrongful errors, aets, or omissions of Licensee, its employees, agents and subcontractors.
The Licensee will promptly provide, or cause to be provided, to the Commissioner and the Corporation Counsel copies of such notices as Licensee may receive of any claims, actions, or suits as may be given or tiled in connection with the Licensee's performance or the performance of any Subcontractor and for which the Indemnified Parlies are entitled to indemnification hereunder.
At the City Corporation Counsel's option, Licensee must defend all suits brought upon all such Losses and must pay all costs and expenses incidental to them, but the City has the right, at its option, to participate, at its own cost, in the defense of any suit, without relieving Licensee of any of its obligations under this Contract. Any settlement must be made only with the prior written consent of the City Corporation Counsel, if the settlement requires any action on the part of the City.
The Licensee shall be solely responsible for the defense of any and all claims, demands, or suits against the Indemnified Parties, including without limitation, claims by. an employee, subcontractors, agents, or servants of Licensee even though the claimant may allege that the Indemnified Parties were in charge of the work or service performed under the Contract, that it involves equipment owned or furnished by the Indemnified Parties, or allege negligence on the part of the Indemnified Parties. The City will have the right to require Licensee to provide the City with a separate defense of any such suit.
To the extent permissible by law, Licensee waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due to third parties arising out of any Losses, including but not limited to any limitations on Licensee's liability with respect to a claim by any employee of Licensee arising under the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as, Kotecki v. Cyclops Welding Corporation, 146 III. 2d 155 (1991)). The City, however, does not waive any limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code or any other statute.
The indemnities in this section survive expiration or termination of this Contract for matters occurring or arising during the term of this Contract or as the result of or during the Licensee's performance of work or services beyond the term. Licensee acknowledges that the requirements set forth in this section to indemnify, keep and save harmless and defend the City are apart from and not limited by the Licensee's duties under this Contract, including the insurance requirements sel forth in the Contract.
8.3 Security.

A. Form of Security.
(i) Licensee must deliver to the City no later than the earlier to occur of: a) 30 days after the Effective Date or b) the Delivery Date for the first Licensed Space, an irrevocable, unconditional sight draft Letter of Credit in favor of the City. The face amount of the Letter of Credit and any replacements or renewals of it must be maintained by Licensee, through and including the date that is 180 days after the expiration of the Term or termination ol this Agreement, as follows: the face

amount of the Letter of Credit must at all limes equal 50% of the Fixed Fee due in the Initial License Year. The Letter of Credit must be in the form set forth in Exhibit 5 or as otherwise approved by the Corporation Counsel.
In lieu of the Letter of Credit, Licensee may provide cash or a cashier's check in the same amount for immediate deposit in the City's accounts. The Letter of Credit, cash or cashier's check, as applicable, is referred to in this Agreement as the "Security." The original Letter of Credit, and all replacements of it, must be issued with an expiry date of at least one year after their respective dates of issuance. The Security secures Ihc faithful performance by Licensee of all of Licensee's obligations under this Agreement. The Commissioner is entitled to draw on any such Letter of Credit unless proof of renewal of the Letter of Credit or a replacement Letter of Credit in form and substance satisfactory to the Comptroller has been furnished to the Commissioner at least 30 days before its expiration date. The City will hold ihe proceeds as a cash Security to secure the full and faithful performance of Licensee's obligations under this Agreement. The Commissioner is not obligated to pay or credit Licensee with interest on any Security.
The Commissioner also is entitled to draw on the Letter of Credit in whole or in part upon the occurrence of an Event of Default, in which event the Commissioner is entitled to apply or retain all or any part of the proceeds of it or any cash or other Security deposited by Licensee and held by the City for the payment of any obligation of Licensee arising before or after the Event of Default.
The Letter of Credit must provide that the Commissioner may draw upon the Letter of Credit in whole or in part upon the delivery by the Commissioner to the issuer of the Letter of Credit of a demand for payment, purportedly signed by the Commissioner, together with a written statement that the Commissioner is entitled to draw upon the Letter of Credit under the terms of this Agreement. If amounts are drawn upon the Letter of Credit or amounts of a cash Security are applied by the Commissioner in accordance with the terms of this Agreement, Licensee must reinstate the Letter of Credit or cash Security to its full amount required in this Agreement within 5 days following notification by the Commissioner of the City's draw upon the Letter of Credit or use of the cash Security. The rights reserved to the Commissioner or the City under the Letter of Credit or any cash Security are in addition to any rights they may have under this Agreement or under law.

Qualified Issuers. The Letter of Credit called for in this Agreement must be issued by companies or financial institutions having a rating of "A" or better as determined by Standard and Poor's or by Moody's Investors Service, Inc., or a net worth of at least $500,000,000, and must have an office in Chicago where the Commissioner may draw on the Letter of Credit. The Commissioner also reserves the right to order Licensee to immediately close some or all of the Licensed Space until the Letter of Credit is in place and effective.
Right to Require Replacement of Letter of Credit. If the financial condition of any Letter of Credit issuer issuing the Letter of Credit materially and adversely changes, the

Commissioner may, at any time, require that the Letter of Credit be replaced with a Letter of Credit from another institution and in accordance with the requirements set forth in this section.
No Excuse from Performance. None of the provisions contained in this Agreement nor in the Letter of Credit required under this Agreement excuse Licensee from faithfully performing in accordance with the terms and conditions of this Agreement or limit the liability of Licensee under this Agreement for any and all damages in excess of the amounts of the Letter of Credit.
Non-Waiver. Notwithstanding anything to the contrary contained in this Agreement, the failure of the Commissioner to draw upon the Letter of Credit required under this Agreement or to require Licensee to replace the Letter of Credit at any time or times when the Commissioner has the right to do so under this Agreement does not waive or modify the Commissioner's rights to draw upon the Letter of Credit and to require Licensee to maintain or, as the case may be, replace the Letter of Credit, all as provided in this Section.

ARTICLE 9 DEFAULT, RE ME DIES AND TERMINATION

9.1 Events of Default.
The following (A) through (M) constitute Events of Default by Licensee under this Agreement. The Commissioner will notify Licensee in writing of any event that the Commissioner believes to be an Event of Default. Tf the Commissioner considers it to be in the City's best interests, he may elect not to declare default or to terminate this License Agreement. The parties acknowledge that this provision is solely for the benefit of the City and that if the Commissioner permits Licensee to continue to provide the Concession despite one or more events of default, Licensee is in no way relieved of any of its responsibilities, duties or obligations under this License Agreement, nor does the City waive or relinquish any of its rights. Licensee will be given an opportunity to cure the Event of Default within a reasonable period of time, as determined by the Commissioner, but not to exceed 30 days after written notice of the Event of Default; provided, that (i) if a provision of this Agreement provides for a different cure period for a particular Event of Default, that different cure period will apply; (ii) if a provision of this Agreement does not allow a right to cure a particular Event of Default, there will be no right to cure; and (iii) if neither (i) or (ii) apply and if the promise, covenant, term, condition or other non-monetary obligation or duty cannot be cured within the time period granted by the Commissioner, but Licensee promptly begins and diligently and continuously proceeds to cure the failure within the time period granted and after that continues to diligently and continuously proceed to cure the failure, and the failure is reasonably susceptible of cure within 45 days from delivery of the notice, Licensee will have the additional time, not in any event to exceed 45 days, to cure the failure.
Any material misrepresentation made by Licensee to the City in the inducement to City to enter this Agreement or in the performance of this Agreement. There is no right to cure this Event of Default.
Licensee's failure to make any payment in full when due under this Agreement and failure to cure the default within five days after the City gives written notice of the


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non-payment to Licensee. In addition, Licensee's failure to make any such payment within five days after the written notice more than three times in any License Year constitutes an Event of Default without the necessity of the City giving notice of the fourth failure to Licensee or allowing Licensee any opportunity to cure it.
Licensee's failure to promptly and fully keep, fulfill, comply with, observe, or perform any promise, term, condition, or obtain and all licenses necessary for the Concession, or other non-monetary obligation or duty of Licensee contained in this Agreement.
Licensee's failure to promptly and fully perform any obligation or duty, or to comply with any restriction of Licensee contained in this Agreement concerning Transfer or Change in Ownership, whether directly or indirectly, of Licensee's rights or interests in this Agreement or of the ownership of Licensee.
Licensee's failure to provide or maintain the insurance coverage required under this Agreement (including any material non-compliance with the requirements) and the failure to cure the Event of Default within two days following oral or written notice from the Commissioner; or, if the noncompliance is non-material, the failure to cure the Event of Default within 20 days after the Commissioner gives written notice. The Commissioner, in his sole discretion, will determine if noncompliance is material.
Licensee's failure to conduct Concession operations in any Concession Space at all times Licensee is required to do so under this Agreement.
Licensee's failure to begin or to complete its Improvements on a timely basis or to timely open for business in the Licensed Space.
An Event of Default by Licensee or any Affiliate under any other agreement it may presently have or may enter into with the City during the Term of this Agreement and failure to cure the default within any applicable cure period.
I. Licensee or Guarantor, if any, does any of the following and the action affects
Licensee's ability to carry out the terms of this Agreement:
becomes insolvent, as the term is defined under Section 101 of the Bankruptcy Code as amended from time to time; or
fails to pay its debts generally as they mature; or
seeks the benefit of any present or future federal, state or foreign insolvency statute; or
makes a general assignment for the benefit of creditors, or
files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Bankruptcy Code or under any other law or statute of the United States or of any State or any foreign jurisdiction; or
consents to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property.
J. An order for relief is entered by or against Licensee or Guarantor (if any) under any chapter of the Bankruptcy Code or similar law in any foreign jurisdiction and is not stayed or vacated within 60 days following its issuance.

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i

K. Licensee is dissolved.
L. A violation of law that results in a guilty plea, a plea of nolo contendere, guilty finding, or conviction of a criminal offense, by Licensee, or any of its directors, officers, partners or key management employees directly or indirectly relating to this Agreement, and that may threaten, in the sole judgment of Commissioner, Licensee's performance of this Agreement in accordance with its terms.
M. Any failure to perform, act, event or omission that is specifically identified as an Event of Default elsewhere in this Agreement.
9.2 Remedies.
If an Event of Default occurs and is not cured by Licensee in the time allowed, in addition to any other remedies provided for in this Agreement or at law or equity, the City through the Commissioner or other appropriate City official may exercise any or all of the following remedies:
Terminate this Agreement and exclude Licensee from the Licensed Space. If the Commissioner elects to terminate this Agreement, the Commissioner may, at the Commissioner's sole option, serve notice upon Licensee that this Agreement ceases and expires and becomes absolutely void with respect to the Licensed Space on the date specified in the notice, to be no less than five days after the date of the notice, without any right on the part of Licensee after that to save the Agreement by payment of any sum due or by the performance of any term, provision, covenant, agreement or condition broken. At the expiration of the time limit in the notice, this Agreement wholly ceases and expires and becomes void with respect to the Licensed Space in the same manner and with the same force and effect (except as to Licensee's liability) as if the date fixed in the notice were the date in this Agreement stated for expiration of the Term.
Recover all Fees and any other amounts due that have accrued and are then due and payable and also all damages available at law or under this Agreement. If the Agreement is terminated, whether in its entirety or with respect to a part of the Licensed Space, the damages will include any and all amounts that Licensee would have been obligated to pay for the balance of the Term with respect to the Licensed Space, calculated as provided in this Agreement or, if not fixed, as reasonably estimated; provided, however, that such damages based on Fees that Licensee would have been obligated to pay will cease when and if City executes a license agreement with a replacement licensee for the Licensed Space but only to the extent that the Fees paid by the replacement licensee equal or exceed the Fees that Licensee would have been obligated to pay. In determining the amount of damages for the period after termination, the Commissioner may make the determination based upon the sum of any future payments that would have been due to the City, for the full License Year immediately before the Event of Default.
Remove from the Licensed Space all inventory, equipment, machinery, trade fixtures and personal property of any kind or nature, whether owned by Licensee or by others. If such items listed in the immediately preceding sentence arc not collected by Licensee with five days, the City may dispose of such property in any manner selected by the Commissioner.
Seek and obtain specific performance, a temporary restraining order or an injunction, or any other appropriate equitable remedy.

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Seek and obtain money damages; including special, exemplary, incidental and consequential damages.
Deem Licensee and Affiliates non-responsible in future contracts or concessions to be awarded by the City.
Declare Licensee and Affiliates in default under any other existing contracts or agreements they might have with the City and to exercise any remedies available under those other contracts or agreements.
Accept the assignment of any and all Subcontracts between Licensee and the design and construction Subcontractors.
I. Require Licensee to terminate a Subcontractor that is causing breaches of this
Agreement.
The remedies under the terms of this Agreement are not intended to be exclusive of any other remedies.
9.3 Effect of Default and Remedies
Licensee, for itself and on behalf of any and all persons claiming through or under it (including creditors of all kinds), waives all right that they or any of them might have under or by reason of any present or future law, to have a continuance of this Agreement for the Term, as it may have been extended, the termination of this Agreement as provided in this Agreement.
The City's waiver of any one right or remedy provided in this Agreement does not constitute a waiver of any other right or remedy then or later available to the City under this Agreement or otherwise. A failure by the City or the Commissioner to take any action with respect to any Event of Default or violation of any of the terms, covenants or conditions of this Agreement by Licensee will not in any respect limit, prejudice, diminish or constitute a waiver of any rights of the City to act with respect to any prior, contemporaneous or later violation or Event of Default or with respect to any continuation or repetition of the original violation or Event of Default. The acceptance by the City of payment for any period or periods after an Event of Default or violation of any of the terms, conditions and covenants of this Agreement does not constitute a waiver or diminution of, nor create any limitation upon any right of the City under this Agreement to terminate this Agreement for subsequent violation or Event of Default, or for continuation or repetition of the original violation or Event of Default. Licensee has no claim of any kind against the City by reason of the City's exercise of any of its rights as set forth in this Agreement or by reason of any act incidental or related to the exercise of rights.
All rights and remedies of the City under this Agreement are separate and cumulative and none excludes any other right or remedy of the City set forth in this Agreement or allowed by law or in equity. No termination of this Agreement deprives the City of any of its remedies against Licensee for Fees, or other amounts due or for damages for the Licensee's breach of this Agreement. Every right and remedy of the City under this Agreement survives the expiration of the Term or the termination of this Agreement.

ARTICLE 10 SPECIAL CONDITIONS


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10.1 Warranties and Representations.
In connection with the execution of this Agreement, Licensee warrants and represents statements (A) through (J) below are true as of the Effective Date. If during the Term there is any change in circumstances that would cause a statement to be untrue. Licensee must promptly notify the Commissioner in writing. Failure to do so will constitute an Event of Default. Licensee must incorporate all of the provisions set forth in this Section 10.1 in all Subcontracts entered into with any suppliers of materials, furnishers of services, Subcontractors, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any materials, labor or services in connection with this Agreement, such that the parties warrant, represent and covenant to Licensee as to the matters set forth in this Section. Licensee must cause its Subcontractors to execute those affidavits and certificates that may be necessary in furtherance of these provisions. The certifications must be attached and incorporated by reference in the applicable agreements. If any Subcontractor is a partnership or joint venture, Licensee must also include provisions in its Subcontract insuring that the entities comprising the partnership or joint venture are jointly and severally liable for its obligations under it.
Licensee is financially solvent; Licensee holds itself to very high standards of quality and professionalism; Licensee and each of its employees and agents are competent to perform as required under this Agreement; this Agreement is feasible of performance by Licensee in accordance with all of its provisions and requirements; Licensee has the full power and is legally authorized to perform or cause to be performed its obligations under this Agreement under the terms and conditions stated in this Agreement;, and Licensee can and will perform, or cause to be performed, all of its obligations under this Agreement in accordance with the provisions and requirements of this Agreement.
Licensee is qualified to do business in the State of Illinois; and Licensee has a valid current business privilege license to do business in the State of Illinois and the City of Chicago, if required by applicable law.
The person signing this Agreement on behalf of Licensee has been duly authorized to do so by Licensee; all approvals or consents necessary in order for Licensee to execute and deliver this Agreement have been obtained; and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated, nor the fulfillment of or compliance with the terms and conditions of this Agreement:

conflict with or result in a breach, default or violations of: Licensee's organizational documents; any law, regulation, ordinance, court order, injunction, or decree of any court, administrative agency or governmental body, or any License or permit; or any of the terms, conditions or provisions of any restriction or any agreement or other instrument to which Licensee is now a party or by which it is bound; or
result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Licensee under the terms of any instrument or agreement.
There is no litigation, claim, investigation, challenge or other proceeding now pending or, to Licensee's knowledge after due and complete investigation, threatened, challenging the existence or powers of Licensee, or in any way affecting its ability to execute or

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perform under this Agreement or in any way having a material adverse effect on the operations, properties, business or finances of Licensee.
This Agreement constitutes the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting creditors' rights and remedies generally and by the application of equitable principles.
No officer, agent or employee of the City is employed by Licensee or has a financial interest directly or indirectly in this Agreement, a Subcontract under it, or the compensation to be paid under it except as may be permitted in writing by the Board of Ethics established under Chapter 2-156 of the Municipal Code and as may otherwise be permitted by law.
Licensee has not and will not knowingly use the services of any person or entity for any purpose in its performance under this Agreement, when such person or entity is ineligible to perform services under this Agreement or in connection with it, as a result of any local, state or federal law, rule or regulation, or when such person or entity has an interest that would conflict the performance of services under this Agreement.
Neither Licensee nor any Affiliate of Licensee is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U. S. Department of Commerce or their successors, or on any other list of persons with which the City may not do business under applicable law: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, and Entity List, and the Debarred List.
I. Licensee, and to the best of Licensee's knowledge, its Affiliates, Subcontractors,
any of their respective owners holding 7.5% or more beneficial ownership interest, and any of
Licensee's directors, officers, members, or partners:
currently have no interest, directly or indirectly, that conflicts in any manner or degree with Licensee's performance under this Agreement and will not at any time during the Term have any interest nor acquire any interest, directly or indirectly, that conflicts or would or may conflict in any manner or degree with Licensee's performance under this Agreement;
have no outstanding parking violation complaints or debts, as the terms are defined in Section 2-92-380 of the Municipal Code (with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding) and agrees that, for the Term, they will promptly pay any debts, outstanding parking violation complaints or monetary obligations to the City that may arise during the Term, with the exception of any debt or obligation that is being contested in a pending administrative or judicial proceeding;
are not in default under any other City contract or agreement as of the Effective Date, nor have been deemed by the City to have been in default of any other City contract or agreement within five years immediately preceding the Effective Dale;
are not in violation of the provisions of § 2-92-320 of the Municipal Code pertaining to certain criminal convictions or admissions of guilt and are not


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currently debarred or suspended from contracting by any Federal, State or local governmental agency;
are not delinquent in the payment of any taxes due to the City; and
will not make use of the Licensed Space in any manner that might interfere that otherwise constitute a hazard to the operations of the Park or to the public generally.
J. Except only for those representations, statements, or promises expressly contained in this Agreement, including any Exhibits attached to this Agreement and incorporated by reference in this Agreement, no representation, warranty of fitness, statement or promise, oral or in writing, or of any kind whatsoever, by the City, its officials, agents, or employees, has induced Licensee to enter into this Agreement or has been relied upon by Licensee, including any with reference to:
the meaning, correctness, suitability or completeness of any provisions or requirements of this Agreement;
the nature of the Concession license being granted;
the nature, quantity, quality or volume of any materials, equipment, labor and other facilities, needed for the performance of this Agreement;
the general conditions that may in any way affect this Agreement or its performance;
the compensation provisions of this Agreement; or
any other matters, whether similar to or different from those referred to in clauses (i) through (iv) immediately above, affecting or having any connection with this Agreement, the negotiation of this Agreement, any discussions of this Agreement, the performance of this Agreement or those employed in connection with it.
10.2 Business Documents, Disclosure of Ownership Interests and Maintenance of Existence.
Licensee must provide evidence of its authority to do business in the State of Illinois including, if applicable, certifications of good standing from the Office of the Secretary of State of Illinois, and appropriate resolutions or other evidence of the authority of the persons executing this Agreement on behalf of Licensee.
Licensee has provided the Commissioner with an Economic Disclosure Statement and Affidavit ("EDS") for itself and EDSs for all entities with an ownership interest of 7.5 percent or more in Licensee, copies of which have been scanned for viewing on the City's website. Upon request by the Commissioner, Licensee must further cause its Subcontractors, and proposed Transferees (and their respective 7.5 percent owners) to submit an EDS to the Commissioner. Licensee must provide the Commissioner, upon request, a "no change" affidavit if the information in the EDS(s) previously supplied remains accurate, or revised and accurate EDS(s) if the information contained in the EDS(s) has changed. In addition, Licensee must provide the City revised and accurate EDS(s) within 30 days of any event or change in circumstance that renders the EDS(s) inaccurate. Failure to maintain accurate EDS(s) on file with the City is an Event of Default.


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10.3 Licenses and Permits.

Licensee must in a timely manner consistent with its obligations under this Agreement, secure and maintain, or cause to be secured and maintained at its expense, the permits, licenses, authorizations and approvals as are necessary under federal, state or local law for Licensee, and Subcontractors: to operate the Concession; to construct, operate, use and maintain the Licensed Space; and otherwise to comply with the terms of this Agreement and the privileges granted under this Agreement. Licensee must promptly provide copies of any required licenses and permits to the Commissioner.
Confidentiality.
Except as may be required by law during or after the performance of this Agreement, Licensee will not disseminate any non-public information regarding this Agreement or the Concession operations without the prior written consent of the Commissioner, which consent will not be unreasonably withheld or delayed. If Licensee is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any documents that may be in its possession by reason of this Agreement, Licensee must immediately give notice to the City's Corporation Counsel. The City may contest the process by any means available to it before the records or documents are submitted to a court or other third party. Licensee, however, is not obligated to withhold the delivery beyond that time as may be ordered by the court or administrative agency, unless the subpoena or request is quashed or the time to produce is otherwise extended. Licensee must require each prospective Subcontractor to abide by such restrictions in connection with their respective Subcontracts.
Subcontracts and Assignments.

The City expressly reserves the right to assign or otherwise transfer all or any part of its interest under this Agreement, at any time and to any third party. Upon assignment to any successor or assignee of the City's right, title and interest in and to the Park, the City is forever relieved, from and after the date of the assignment, of any and all obligations arising under or out of this Agreement, to the extent the obligations are assumed by the successor or assignee.
Limits on Licensee's transfers and changes in ownership:
(i) Licensee may not sell, assign, sublicense, convey, pledge, encumber or otherwise transfer (individually and collectively, "Transfer") all or any part of its rights or interests in or to this Agreement, the Licensed Space, or otherwise permit any third party to use the Licensed Space, without prior consent of the City, which consent may be given or denied in the City's sole discretion. Consent by the City does not relieve Licensee from obtaining further consent from the City for any subsequent Transfer. Transfers may require approval of the City Council; if such approval is not required, then approval of the Commissioner is required. Consent by the City to any Transfer does not relieve Licensee from the requirement of obtaining consent from the City for any subsequent Transfer. Transfers that have the effect of granting a third party a security interest in this Agreement or the Licensed Space as collateral for Licensee financing are strictly prohibited and, if entered into by Licensee, are an Event of Default.

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Except as otherwise provided below, any transaction involving a change of any ownership interest in Licensee, whether to an Affiliate, subsidiary or otherwise, or the transfer of an interest in any holder of a direct or indirect ownership interest in Licensee, or any merger or consolidation of Licensee (individually and collectively, "Change in Ownership"), is subject to the consent of the:
City Council, in its sole discretion, if consent by City Council was required for approval of this Agreement, or
the Commissioner, in his sole discretion, if consent by City Council was not required for approval of this Agreement.
If Licensee (or, if Licensee is a joint venture or other entity comprised of other entities, any of the entities comprising Licensee) is a corporation whose shares arc traded at arms-length on a public exchange, any Change in Ownership involving 7.5% or more of the shares of Licensee's (or if Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising Licensee) stock is subject to the City's consent as set forth above. If Licensee (or if Licensee is a joint venture or other entity comprised of other entities, of any of the entities comprising Licensee) is a publicly traded corporation, a Change in Ownership of less than 7.5% does not require consent as set forth in (ii) above unless a series of such transactions results in a cumulative Change in Ownership of 7.5%) or more.
Consent by the City to any Change in Ownership docs not relieve Licensee (or if Licensee is a joint venture, any of the entities comprising Licensee) from the requirement of obtaining consent from the City for any subsequent Change in Ownership.
Any Transfer or Change in Ownership made without the City's prior consent is an Event of Default subject to all remedies, including termination of this Agreement at the City's option, and does not relieve Licensee of any of its obligations under this Agreement for the balance of the Term. This section applies to prohibit a Transfer, such as an assignment by a receiver or trustee in any federal or state bankruptcy, insolvency or other proceedings or by operation of law. Under no circumstances will any failure by the Commissioner to act on or submit any request by Licensee or to take any other action as provided in this Agreement be deemed or construed to constitute consent to the Licensee's request by the Commissioner or by the City Council.
Notwithstanding any permitted Transfer by Licensee of any rights under this Agreement, Licensee remains fully liable for all payments due to the City under this Agreement and for the performance of all other obligations under this Agreement. In the event of a permitted Transfer of this Agreement, where the fees payable to Licensee exceed the License Fee or pro rata portion of the License Fee under this Agreement, as the case may be, for the Licensed Space, Licensee must pay the City quarterly, at the same time as the quarterly installments of the License Fee under this Agreement that are payable in quarterly installments, the excess of the fees payable to Licensee pursuant to the Transfer over the License Fee payable to the City under this Agreement.

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Any or all of the requests by Licensee for consents under this Section must be made in writing and provided to the Commissioner (a) at least 60 days prior to the proposed Transfer or Change in Ownership if the Commissioner's consent is required; and (b) at least 120 days prior to a proposed Transfer or Change in Ownership if the City Council's consent is required, unless the City determines that more time is required. All requests for consent must include copies of the proposed documents of Transfer or Change in Ownership, evidence of the financial condition, reputation and business experience of the proposed transferee, completed Economic Disclosure Statements and Affidavits for all involved parties in the form then required by the City, and such other documents as the City may reasonably require to evaluate the proposed Transfer or Change in Ownership. All documents of Transfer or Change in Ownership must completely disclose any and all monetary considerations payable to Licensee in connection with the Transfer or Change in Ownership. Consent to a Transfer or Change in Ownership proposed under this Agreement is in the sole discretion of the City and, as a condition of the consent, the City may require a written acknowledgment from Licensee that, notwithstanding the proposed Transfer or Change in Ownership, Licensee remains fully and completely liable for all obligations of Licensee under this Agreement; however, Licensee shall remain so liable regardless of whether or not the City requests a written acknowledgement.
If any Transfer or Change in Ownership under this Agreement occurs, whether or not prohibited by this section, the Commissioner may collect the Fees payable under this Agreement from any transferee of Licensee and in that event will apply the net amount collected to the amounts payable by Licensee under this Agreement without, by doing so, releasing Licensee from this Agreement or any of its obligations under this Agreement. If any Transfer or Change in Ownership occurs without the consent of the City and the City collects compensation from any transferee of Licensee and applies the net amount collected in the manner described in the preceding sentence, the actions by the City are not deemed to be waiver of the covenant contained in this section and do not constitute acceptance of the transferee by the City.
All reasonable costs and expenses incurred by the City in connection with any prohibited or permitted Transfer or Change in Ownership must be borne by Licensee and are payable to the City.
C. The provisions of this Agreement, to the extent applicable, are deemed a part of any contract between Licensee and Subcontractor.
10.6 Compliance with Laws.
Licensee must at all times observe and comply with all applicable laws, statutes, ordinances, rules, regulations, court orders and executive or administrative orders and directives of the federal, state and local government, now existing or later in effect (whether or not the law also requires compliance by other parties), including the Americans with Disabilities Act and Environmental Laws, that may in any manner affect the performance of this Agreement (collectively, "Laws"), and must not use the Licensed Space, or allow the Licensed Space to be used, in violation of any Laws or in any manner that would impose liability on the City or

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Licensee under any Laws. Licensee must notify the City within seven days of receiving notice from a competent governmental authority that Licensee or any of its Subcontractors may have violated any Laws. Provisions required by any Law to be inserted in this Agreement are deemed inserted in this Agreement whether or not they appear in this Agreement or, upon application by either party, this Agreement will be amended to make the insertion; however, in no event will the failure to insert the provisions before or after this Agreement is signed prevent its enforcement. Without limiting the foregoing, Licensee covenants that it will comply with all Laws, including but not limited to the following:
In connection with Section 2-92-320 of the Municipal Code, Licensee has executed an Economic Disclosure Statement and Affidavit which is attached to this Agreement as Exhibit 8 and which contains a certification as required under the Illinois Criminal Code, 720 ILCS 5/33E, and under the Illinois Municipal Code, 65 ILCS 5/8-10-1 et seq. Ineligibility under Section 2-92-320 of the Municipal Code continues for 3 years following any conviction or admission of a violation of Section 2-92-320. For purposes of Section 2-92-320, when an official, agent or employee of a business entity has committed any offense under the section on behalf of such an entity and under the direction or authorization of a responsible official of the entity, the business entity is chargeable with the conduct. If, after Licensee enters into a contractual relationship with a Subcontractor, it is determined that the contractual relationship is in violation of this subsection, Licensee must immediately cease to use' the Subcontractor. All Subcontracts must provide that Licensee is entitled to recover all payments made by it to the Subcontractor if, before or subsequent to the beginning of the contractual relationship, the use of the Subcontractor would be violative of this subsection.
It is the duty of Licensee and all officers, directors, agents, partners, and employees of Licensee to cooperate with the Inspector General of the City in any investigation or hearing undertaken under Chapter 2-56 of the Municipal Code. Licensee understands and will abide by all provisions of Chapter 2-56 of the Municipal Code. Licensee must inform all Subcontractors of this provision and require under each Subcontract compliance herewith by each Subcontractor as to each such Subcontractor and all of its officers, directors, agents, partners and employees.
Licensee must not use or allow the Licensed Space to be used for the release, storage, use, treatment, disposal or other handling of any hazardous substance, as defined in any Environmental Laws, except in full compliance with all Environmental Laws. Licensee must not use or allow the Licensed Space to be used for the storage of any such hazardous substances except small amounts of cleaning fluids, business equipment materials (such as copy machine toner) and other small amounts of such hazardous substances customarily handled or used in connection with the Concession operations, all of which must be stored and used in compliance with all applicable Environmental Laws. Upon the expiration or termination of this Agreement, Licensee must vacate the Licensed Space to the City free from the presence and contamination of any hazardous substances.
In accordance with Section 11-4-1600(e) of the Municipal Code of Chicago, Licensee warrants and represents that it, and to the best of its knowledge, its Subcontractors have not violated and are not in violation of the following sections of the Municipal Code (collectively, the "Waste Sections7'):
7-28-390 Dumping on public way—Violation—Penalty;

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7-28-440 Dumping on real estate without permit;
11-4-1410 Disposal in waters prohibited;
11-4-1420 Ballast tank, bilge tank or other discharge;
11-4-1450 Gas manufacturing residue;
11-4-1500 Treatment and disposal of solid or liquid waste;
11-4-1530 Compliance with rules and regulations required;
1 1-4-1550 Operational requirements;
11-4-1560 Screening requirements; and
any other sections listed in Section 11-4-1600(e), as it may be amended from time to
time.
During the period while this Agreement is executory, Licensee's or any Subcontractor's violation of the Waste Sections, whether or not relating to the performance of this Agreement, constitutes a breach of and an Event of Default under this Agreement, for which the opportunity to cure, if curable, will be granted only at the sole designation of the Commissioner. Such breach and Event of Default entitles the City to all remedies under the Agreement, at law or in equity. This section does not limit the Licensee's and its Subcontractors' duty to comply with all Environmental Laws, in effect now or later, and whether or not they appear in this Agreement. Non-compliance with these terms and conditions may be used by the City as grounds for the termination of this Agreement, and may further affect the Licensee's eligibility for future City agreements.
Section 2-92-586 of the Municipal Code: The City encourages Licensee to use contractors and subcontractors that are firms owned or operated by individuals with disabilities, as defined by section 2-92-586 of the Municipal Code of the City of Chicago, where not otherwise prohibited by federal or state law.
Prohibition on Certain Contributions
No Contractor or any person or entity who directly or indirectly has an ownership or beneficial interest in Contractor of more than 7.5% ("Owners"), spouses and domestic partners of such Owners, Contractor's Subcontractors, any person or entity who directly or indirectly has an ownership or beneficial interest in any Subcontractor of more than 7.5%> ("Sub-owners") and spouses and domestic partners of such Sub-owners (Contractor and all the other preceding classes of persons and entities are together, the "Identified Parties"), shall make a contribution of any amount to the Mayor of the City of Chicago (the "Mayor") or to his political fundraising committee during (i) the bid or other solicitation process for this Contract or Other Contract, including while this Contract or Other Contract is executory, (ii) the term of this Contract or any Other Contract between City and Licensee, and/or (iii) any period in which an extension of this Contract or Other Contract with the City is being sought or negotiated.
Licensee represents and warrants that since the date of public advertisement of the specification, request for qualifications, request for proposals or request for information (or any combination of those requests) or, if not competitively procured, from the date the City approached the Licensee or the date the Licensee approached the City, as applicable, regarding


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the formulation of this Contract, no Identified Parties have made a contribution of any amount to the Mayor or to his political fundraising committee.
Licensee shall not: (a) coerce, compel or intimidate its employees to make a contribution of any amount to the Mayor or to the Mayor's political fundraising committee; (b) reimburse its employees for a contribution of any amount made to the Mayor or to the Mayor's political fundraising committee; or (c) bundle or solicit others to bundle contributions to the Mayor or to his political fundraising committee.
The Identified Parties must not engage in any conduct whatsoever designed to intentionally violate this provision or Mayoral Executive Order No. 2011-4 or to entice, direct or solicit others to intentionally violate this provision or Mayoral Executive Order No. 2011-4.
Violation of, non-compliance with, misrepresentation with respect to, or breach of any covenant or warranty under this provision or violation of Mayoral Executive Order No. 2011-4 constitutes a breach and default under this Contract, and under any Other Contract for which no opportunity to cure will be granted. Such breach and default entitles the City to all remedies (including without limitation termination for default) under this Contract, under Other Contract, at law and in equity. This provision amends any Other Contract and supersedes any inconsistent provision contained therein.
If Licensee violates this provision or Mayoral Executive Order No. 2011-4 prior to award of the Contract resulting from this specification, the Commissioner may reject Licensee's bid.
For purposes of this provision:
"Other Contract" means any agreement entered into between the Licensee and the City that is (i) formed under the authority of MCC Ch. 2-92; (ii) for the purchase, sale or lease of real or personal property; or (iii) for materials, supplies, equipment or services which are approved and/or authorized by the City Council.
"Contribution" means a "political contribution" as defined in MCC Ch. 2-156, as amended.
"Political fundraising committee" means a "political fundraising committee" as defined in MCC Ch. 2-156, as amended.
G. Licensee covenants that no payment, gratuity or offer of employment must be made in connection with this Agreement by or on behalf of any Subcontractors or higher tier Subcontractors or anyone associated with them as an inducement for the award of a Subcontract or order; and Licensee further acknowledges that any agreement entered into, negotiated or performed in violation of any of the provisions of Chapter 2-156 of the Municipal Code is voidable as to the City.
II. Pursuant to MCC Sect. 2-156-030(b), it is illegal for any elected official, or any person acting at the direction of such official, to contact either orally or in writing any other City official or employee with respect to any matter involving any person with whom the elected official has any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derive any income or compensation in the following twelve months. In addition, no elected official may participate in any discussion in any City Council committee hearing or in

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any City Council meeting or vote on any matter involving the person with whom the elected official has any business relationship that creates a financial interest on the part of the official, or the domestic partner or spouse of the official, or from whom or which he has derived any income or compensation during the preceding twelve months or from whom or which he reasonably expects to derive any income or compensation in the following twelve months.
Violation of MCC Sect. 2-156-030 by any elected official with respect to this contract will be grounds for termination of this contract. The term financial interest is defined as set forth in MCC Chapter 2-156.
I. Visual Rights Act.
The Licensee will cause any artist who creates artwork for the Licensed Space to waive any and all rights in the artwork that may be granted or conferred on any work of visual art (the "Artwork") under Section 106A and Section 113 of the United States Copyright Act, (17 U.S.C. § 101 et seq.) (the "Copyright Act"). The waiver must include, but is not limited to, the right to prevent the removal, storage, relocation, reinstallation, or transfer of the Artwork. The Licensee acknowledges and will cause the artist to acknowledge that such removal, storage, relocation, reinstallation or transfer of the Artwork may result in the destruction, distortion, mutilation or other modification of the Artwork. Further, the Licensee acknowledges and consents and will cause the artist to acknowledge and consent that the Artwork may be incorporated or made part of a building or other structure in such a way that removing, storing, relocating, reinstalling or transferring the Artwork will cause the destruction, distortion, mutilation or other modification of the Artwork.
The Licensee represents and warrants that it will obtain a waiver of Section 106A and Section 113 of the Copyright Act as necessary from any employees and subcontractors, or any other artists. Licensee must provide City with copies of any such waivers required by Section 106A and Section 113 of the Copyright Act prior to installation of any Artwork in the Licensed Space.
10.7 Non-Discrimination.
A. Licensee for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration of this Agreement, covenants that: (i) no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination in the use of the Licensed Space; (ii) in the construction of any Improvements within the Licensed Space and the furnishing of services in them, no person on the grounds of race, color, or national origin will be excluded from participation in, be denied the benefits of or otherwise be subjected to discrimination; (iii) Licensee will use the Licensed Space in compliance with all other requirements imposed by or under 49 C.F.R. Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as those regulations may be amended; and (iv) Licensee shall operate the Concession on a fair, equal, and not illegally discriminatory basis to all users of it, and shall charge fair, reasonable, and nondiscriminatory prices for Products (but Licensee is allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.) In addition, Licensee assures that it will comply with all other pertinent statutes, Executive Orders and the rules as are promulgated to assure that no person will, on the grounds


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of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefitting from federal assistance.
It is an unlawful practice for Licensee to, and Licensee must at no time: (i) fail or refuse to hire, or discharge, any individual or discriminate against the individual with respect to his or her compensation, or the terms, conditions, or privileges of his or her employment, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (ii) limit, segregate, or classify its employees or applicants for employment in any way that would deprive any individual of employment opportunities or otherwise adversely affect his or her status as an employee, because of the individual's race, creed, color, religion, sex, age, handicap or national origin; or (iii) in the exercise of the privileges granted in this Agreement, discriminate or permit discrimination in any manner, including the use of the Licensed Space, against any person or group of persons because of race, creed, color, religion, national origin, age, handicap, sex or ancestry. Licensee must post in conspicuous places to which its employees or applicants for employment have access, notices setting forth the provisions of this non­discrimination clause.
Licensee must comply with the Civil Rights Act of 1964, 42 U.S.C. § 2000e et sec], (1981), as amended, and to the extent required by the law, must undertake, implement and operate an affirmative action program in compliance with the rules and regulations of the Federal Equal Employment Opportunity Commission and the Office of Federal Contract Compliance, including 14 CFR Part 152, Subpart E. Attention is called to: Exec. Order No. 11,246, 30 Fed. Reg. 12,319 (1965), reprinted in 42 U.S.C. § 2000e note, as amended by Exec. Order No. 1 1,375, 32 Fed. Reg. 14,303 (1967) and by Exec. Order No. 12,086, 43 Fed. Reg. 46,501 (1978); Age Discrimination Act, 42 U.S.C. §§ 6101-06 (1981); Rehabilitation Act of 1973, 29 U.S.C. §§ 793-94 (1981); Americans with Disabilities Act, 42 U.S.C. § 12101 and 41 CFR Part 60 et seq. (1990) and 49 CFR Part 21, as amended (the "ADA"); and all other applicable federal statutes, regulations and other laws.
Licensee must comply with the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. as amended and any rules and regulations promulgated in accordance with it, including the Equal Employment Opportunity Clause, 5 111. Admin. Code §750 Appendix A. Furthermore, Licensee must comply with the Public Works Employment Discrimination Act, 775 ILCS 10/0.01 et secu, as amended, and all other applicable state statutes, regulations and other laws.
Licensee must comply with the Chicago Human Rights Ordinance, sec. 2-160-010 et seq. of the Municipal Code, as amended, and all other applicable City ordinances and rules. Further, Licensee must furnish or must cause each of its Subcontractor(s) to furnish such reports and information as requested by the Chicago Commission on Human Relations.
Licensee must insert these non-discrimination provisions in any agreement by which Licensee grants a right to any person, firm, or corporation to render accommodations and/or services to the public on the Licensed Space. Licensee must incorporate all of the above provisions in all agreements entered into with any sublicensees, suppliers of materials, furnishers of services, Subcontractors of any tier, and labor organizations that furnish skilled, unskilled and craft union skilled labor, or that may provide any such materials, labor or services in connection with this Agreement, and Licensee must require them to comply with the law and enforce the requirements. In all solicitations either by competitive bidding or negotiations by Licensee for work to be performed under a Subcontract, including procurements of materials or Licenses of

50

equipment, each potential Subcontractor or supplier must be notified by Licensee of the Licensee's obligations under this Agreement relative to nondiscrimination.
G. Noncompliance with this Section will constitute a material breach of this Agreement; therefore, in the event of such breach, Licensee authorizes the City to take such action as federal, state or local laws permit to enforce compliance, including judicial enforcement. In the event of Licensee's noncompliance with the nondiscrimination provisions of this Agreement, the City may impose such sanctions as it or the Federal or state government may determine to be reasonably appropriate, including cancellation, termination or suspension of the Agreement, in whole or in part.
II. Licensee must permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City, the Commissioner or the Federal government to be pertinent to ascertain compliance with the terms of this Section. Licensee must furnish to any agency of the Federal or state government or the City, as required, any and all documents, reports and records required by Title 14, Code of Federal Regulations, Part 152, Subpart E, including an affirmative action plan and Form EEO-1.
National Emergency.
This Agreement and all the provisions of this Agreement are subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Park, or the exclusive or non-exclusive use of the Park by the United States during the time of war or national emergency.
2014 Hiring Plan Prohibitions

The City is subject to the June 16, 2014 "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 States District Court for the Northern District of Illinois). Among other things, the 2014 City Hiring Plan prohibits the City from hiring persons as governmental employees in non-exempt positions on the basis of political reasons or factors.
Licensee is aware that City policy prohibits City employees from directing any individual to apply for a position with Licensee, either as an employee or as a subcontractor, and from directing Licensee to hire an individual as an employee or as a subcontractor. Accordingly, Licensee must follow its own hiring and contracting procedures, without being influenced by City employees. Any and all personnel provided by Licensee under this Contract are employees or subcontractors of Licensee, not employees of the City of Chicago. This Contract 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 Licensee.
Licensee will not condition, base, or knowingly prejudice or affect any term or aspect of the employment of any personnel provided under this Contract, or offer employment to any individual to provide services under this Contract, 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 Contract, a political organization


51

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.
D. In the event of any communication to Licensee by a City employee or City official in violation of paragraph B above, or advocating a violation of paragraph C above, Licensee will, as soon as is reasonably practicable, report such communication to the Hiring Oversight Section of the City's Office of the Inspector General, and also to the head of the relevant City Department utilizing services provided under this Contract. Licensee will also cooperate with any inquiries by OIG Hiring Oversight.
Multi-Project Labor Agreement.

The City has entered into the Multi-Project Agreement ("PLA") with various trades regarding projects involving construction, demolition, maintenance, rehabilitation, and/or renovation work. During the term of this Agreement, Licensee, sublicensees, and Subcontractors shall not contract or subcontract, nor permit any other person, firm, company, or entity to contract or subcontract, any construction, demolition, rehabilitation or renovation work for the project work covered under this Agreement or within the trade jurisdiction of the signatory labor organization, to be performed at the site of construction or off-site solely for installation at the premises, (including all Licensee improvements, if applicable), unless such work is performed only by a person, firm or company signatory, or will to become a signatory, to the applicable area-wide collective bargaining agreement(s) with the union(s) or the appropriate trade/craft unions(s) or subordinate body or affiliate of the Chicago & Cook County Building & Construction Trades Council ("Council") or the Teamsters' Joint Council No. 25.
Said provisions of this Agreement shall be included in all requests for bids and/or proposals and shall be explicitly included in all contracts or subcontracts of whatsoever tier by all contractors and subcontractors; provided that the total project value exceeds $25,000.00. In the event a dispute arises with respect to the applicability of the PLA to a particular project, the parties agree to submit said dispute to final and binding arbitration before an arbiter who shall be mutually agreed to by the parties.
Minimum Waee.
Licensee agrees that this Agreement is subject to Mayoral Executive Order 2014-1 ("Executive Order 2014-1"), which provides for a fair and adequate Minimum Wage to be paid to employees of City concessionaries and their contractors, subcontractors and sublicensees. Licensee and any of its sublicensees and subcontractors must pay the Minimum Wage set forth in Executive Order 2014-1 and comply with any applicable regulations issued by the Chief Procurement Officer. Every July 1, the hourly wages shall increase in proportion to the increase, if any, in the Consumer Price Index for All Urban Consumers most recently published by the Bureau of Labor Statistics of the United States Department of Labor. Any hourly wage increase shall be rounded up to the nearest multiple of $0.05. Such increase shall remain in effect until any subsequent adjustment is made.

As of July 1, 2020 the Minimum Wage for all employees to be paid pursuant to Executive Order


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2014-1 is $14.15 per hour. This requirement applies to any employee working at the Airport. When the employer takes an allowance for gratuities pursuant to 820 ILCS 105/3(c), the employer shall base the calculation of the amount to be paid by the employer to the employee on the minimum wage as set forth in 820 ILCS 105/3, and add $1.00 per hour to that amount. As of July 1, 2017, the amount to be paid when taking an allowance for gratuities, is $6.10 per hour. On or before June 1 of each year, the City will make available to the Licensee a bulletin announcing the adjusted minimum hourly wages for the upcoming year.

Licensee, and any sublicensees, subcontractors, that pay an employee the wage for employees who receive gratuities, shall transmit to the City, in a manner provided by regulation, substantial evidence establishing both the amount that the employee received as gratuities during the relevant pay period or periods, and the fact that the employee did not return any part of those gratuities to the Licensee, sublicensees, or subcontractor. If Licensee, sublicensees, or subcontractor, is required by the Minimum Wage Law to provide substantially similar data to the Illinois Department of Labor, the City may allow compliance with this requirement by filing the same documentation with the City. The City shall utilize this data to ensure that each employee receives, in combined salary and gratuities, at least the base hourly wage required under Executive Order 2014-1.

However, the Minimum Wage is not required to be paid to categories of employees subject to subsection 4(a)(2), subsection 4(a)(3), subsection 4(d), subsection 4(e), or Section 6 of the Illinois Minimum Wage Law. Nevertheless, the Minimum Wage is required to be paid to those workers described in subsections 4(a)(2)(A) and 4(a)(2)(B) of the Illinois Minimum Wage Law.

Additionally, the Minimum Wage is not required to be paid to employees subject to a collective bargaining agreement that provides for different wages than those required by Executive Order 2014-1, if that collective bargaining agreement was in force prior to October 1, 2014 or if that collective bargaining agreement clearly and specifically waives the requirements of the order.

This Minimum Wage section does not apply if Licensee, Subcontractor, or sublicensee is a not-for-profit organization having tax-exempt status under Section 501(c)(3) of the United States Internal Revenue Code and recognized under Illinois law governing not-for-profit corporations.
10.12 Policy Prohibiting Sexual Harassment (Section 2-92-612). For purposes of this section, the following definitions shall apply:
"Contract" means any contract, purchase order, construction project, or other agreement (other than a delegate agency contract or lease of real property or collective bargaining agreement) awarded by the city and whose cost is to be paid from funds belonging to or administered by the city.
"Contractor" means the person to whom a contract is awarded.
"Sexual harassment" means any unwelcome sexual advances or requests for sexual favors or conduct of a sexual nature when (i) submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment; or (ii) submission to or rejection of such conduct by an individual is used as the basis for any employment decision affecting the individual; or (iii) such conduct has the purpose or effect of substantially interfering with an

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individual's work performance or creating an intimidating, hostile or offensive working environment.
"Subcontractor" means any person that enters into a contract with a contractor to perform work on a contract.
As a condition of contract award, Contractor shall, as prescribed by the Commissioner, attest by affidavit that Contractor has a written policy prohibiting sexual harassment that shall include, at a minimum, the following information: (i) the illegality of sexual harassment; ( ii) the definition of sexual harassment; and (iii) the legal recourse available for victims of sexual harassment. Contractor's affidavit is included in Exhibit 8, "Sexual Harassment Policy Affidavit".
Contractor's failure to have a written policy prohibiting sexual harassment as provided above shall constitute an event of default. In the event of default, the Commissioner shall notify Contractor of such noncompliance and may, as appropriate: (i) issue Contractor an opportunity to cure consistent with the default provisions in this Agreement; (ii) terminate the contract; or (iii) take any other action consistent with the default provisions in the contract. This section shall not be construed to prohibit the City from prosecuting any person who knowingly makes a false statement of material fact to the city pursuant to Chapter 1-21 of this Code, or from availing itself of any other remedies under contract or law.
10.13 Policy on Non-Disclosure of Salary History (Section 2-92-385) For purposes of this section, the following definitions shall apply:
"Contract" means any Agreement or transaction pursuant to which a contractor (i) receives City funds in consideration for services, work or goods provided or rendered, including contracts for legal or other professional services, or (ii) pays the City money in consideration for a license, grant or concession allowing it to conduct a business on City premises, and includes any contracts not awarded or processed by the Department of Procurement Services.
"Contractor" means the person to whom a contract is awarded.
As a condition of contract award, Contractor shall attest by affidavit that Contractor has a policy that conforms to the following requirements:
Contractor shall not screen job applicants based on their wage or salary history, including by requiring that an applicant's prior wages, including benefits or other compensation, satisfy minimum or maximum criteria; or by requesting or requiring an applicant to disclose prior wages or salary, cither (i) as a condition of being interviewed, (ii) as a condition of continuing to be considered for an offer of employment, (iii) as a condition of an offer of employment or an offer of compensation, or (iv) as a condition of employment; and
Contractor shall not seek an applicant's wage or salary history, including benefits or other compensation, from any current or former employer.
Contractor's affidavit is included in the Exhibit titled "Affidavit Regarding Policy on Non-Disclosure of Salary History".






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If Contractor violates the above requirements, Contractor may be deemed ineligible to contract with the City; any contract, extension, or renewal thereof awarded in violation of the above requirements may be voidable at the option of the City. Provided, however, that upon a finding of a violation by Contractor, no contract shall be voided, terminated, or revoked without consideration by the Chief Procurement Officer of such action's impact on the Contractor's MBE or WBE subcontractors.

ARTICLE 11 GENERAL CONDITIONS
Entire Agreement.
This Agreement contains all the terms, covenants, conditions and agreements between the City and Licensee relating in any manner to the use of the Licensed Space and otherwise to the subject matter of this Agreement. No prior or other agreement or understandings pertaining to these matters are valid or of any force and effect. This Agreement supersedes all prior or contemporaneous negotiations, undertakings, and agreements between the parties. No representations, inducements, understandings or anything of any nature whatsoever made, stated or represented by the City or anyone acting for or on the City's behalf, either orally or in writing, have induced Licensee to enter into this Agreement, and Licensee acknowledges, represents and warrants that Licensee has entered into this Agreement under and by virtue of Licensee's own independent investigation.
Counterparts.
This Agreement may be comprised of several identical counterparts and may be fully executed by the parties in separate counterparts. Each such counterpart is deemed to be an original, but all such counterparts together must constitute but one and the same Agreement.
Amendments.
Except as otherwise expressly provided in this Agreement, the provisions of this Agreement may by amended only by a written agreement signed by the City and Licensee. No review or approval by the Commissioner constitutes a modification of this Agreement (except to the extent that the review or approval expressly provides that it constitutes such a modification or it is apparent on its face that the review or approval, if made in writing, modifies terms or provisions of this Agreement that are within the express powers of the Commissioner under this Agreement to modify), nor excuse Licensee from compliance with the requirements of this Agreement or of any applicable laws, ordinances or regulations. Amendments must be signed by the Commissioner or any representative authorized in writing to act on the Commissioner's behalf. Notwithstanding the foregoing, any amendment that would modify the Agreement such that the Agreement would no longer substantially conform with the form of Agreement that was approved by City Council requires approval by the City Council.
Severability.
Whenever possible, each provision of this Agreement must be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement is under any circumstance prohibited by or invalid under applicable law, the provision is severable and deemed to be ineffective, only to the extent of the prohibition or invalidity, without invalidating

55

the remaining provisions of this Agreement or the validity of the provision in other circumstances.
Covenants in Subcontracts.
All obligations imposed on Licensee under this Agreement pertaining to the maintenance and operation of the Licensed Space and compliance with the MBE and WBE requirements in this Agreement are deemed to include a covenant by Licensee to insert appropriate provisions in all Subcontracts covering work under this Agreement and to enforce compliance of all Subcontractors with the requirements of those provisions.
Governing Law.
This agreement is deemed made in the state of Illinois and governed as to performance and interpretation in accordance with the laws of Illinois. Licensee irrevocably submits itself to the original jurisdiction of those courts located within Cook County, Illinois, with regard to any controversy arising out of, relating to, or in anyway concerning the execution or performance of this Agreement. Licensee consents to service of process on Licensee, at the option of the City, by registered or certified mail addressed to the applicable office as provided for in this Agreement, by registered or certified mail addressed to the office actually maintained by Licensee, or by personal delivery on any officer, director, or managing or general agent of Licensee. If any action is brought by Licensee against the City concerning this Agreement, the action can only be brought in those courts located within Cook County, Illinois.


11.7 Notices.
Any notices or other communications pertaining to this Agreement must be in writing and are deemed to have been given by a party if sent by nationally recognized commercial overnight courier or registered or certified mail, return receipt requested, postage prepaid and addressed to the other party. Notices are deemed given on the date of receipt if by personal service, or one day after deposit with a nationally recognized commercial overnight courier, 3 days after deposit in the U.S. mails, or otherwise upon refusal of receipt. Unless otherwise directed by Licensee in writing, all notices or communications from City to Licensee will be addressed to the person identified as the Licensee's contact person in the Licensee's Economic Disclosure Statement and Affidavit, as attached as Exhibit 8. All notices or communications from Licensee to the City must be addressed to:
Commissioner, Department of Cultural Affairs and Special Events
City of Chicago
78 E. Washington St., Ste 400
Chicago, Illinois 60605

and with a copy to: Deputy Commissioner of Facilities at the same address.
If the notice or communication relates to a legal matter or the indemnification requirements, a copy must be sent to:
City of Chicago, Department of Law 2 North LaSalle Street, Suite 540 Chicago, Illinois 60602

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Attn: Deputy Corporation Counsel


Either party may change its address or the individual to whom the notices are to be given by a notice given to the other party in the manner set forth above.
Successors and Assigns; No Third Party Beneficiaries.
This Agreement inures to the exclusive benefit of, and shall be binding upon, the parties and their permitted successors and assigns; nothing contained in this Section, however, constitutes approval of an assignment or other transfer by Licensee not otherwise permitted in this Agreement. Nothing in this Agreement, express or implied, is intended to confer on any other person, sole proprietorship, partnership, corporation, trust or other entity, other than the parties and their successors and assigns, any right, remedy, obligation, or liability under, or by reason of, this Agreement unless otherwise expressly agreed to by the parties in writing. No benefits, payments or considerations received by Licensee for the performance of services associated and pertinent to this Agreement must accrue, directly or indirectly, to any employees, elected or appointed officers or representatives, or to any other person or persons identified as agents of, or who are by definition an employee of, the City. Neither this Agreement nor any rights or privileges under this Agreement are an asset of Licensee or any third party claiming by or through Licensee or otherwise, in any bankruptcy, insolvency or reorganization proceeding.
Subordination.
A. The Licensee acknowledges and agrees that this License Agreement is subject to and subordinate to any existing or future agreement(s) of any kind between the City and any other person or party pertaining to the use, development, construction, operation and/or maintenance of the Park. The City reserves the right, at its sole discretion, to further develop, improve, maintain, modify and repair the Park without interference or hindrance by the Licensee.
Conflict.
In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of any Subcontract between Licensee and third parties, the terms and provisions of this Agreement govern and control.
Offset by Licensee.
Whenever in this Agreement the City is obligated to pay Licensee an amount, then the City Comptroller may elect to require Licensee to offset the amount due against Fees or other payments owed by Licensee to the City, in lieu of requiring the City to pay such amount. Licensee shall have no right to offset any amount due to City under this Agreement against amounts due to Licensee by City unless so directed in writing by the City Comptroller.
Waiver; Remedies.
No delay or forbearance on the part of any party in exercising any right, power or privilege must operate as a waiver of it, nor does any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor does any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or of any other right, power or privilege. No waiver is effective unless made in writing and executed by the party to be bound by it. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law, in equity or

57

both, except that the City will not be liable to Licensee for any consequential damages whatsoever related to this Agreement.
Authority of Commissioner.
Unless otherwise expressly stated in this Agreement, any consents and approvals to be given by the City under this Agreement may be made and given by the Commissioner or by such other person as may be duly authorized by the City Council, unless the context clearly indicates otherwise.
No Personal Liability.
Licensee, or any sublicensee (if any), assignee or Subcontractor, must not charge any elected or appointed official, agent, or employee of the City personally or seek, to hold him or her personally or contractually liable to Licensee, sublicensee, assignee, or Subcontractor for any liability or expenses of defense under any provision of this Agreement or because of any breach of its provisions or because of his or her execution, approval, or attempted execution of this Agreement.
Limitation of City's Liability.
Licensee, and Subcontractors, and sublicensees (if any) must make no claims against the City for damages, charges, additional costs or fees or any lost profits or costs incurred by reason of delays or hindrances by the City in the performance of its or their obligations under this Agreement. All of Licensee's personal property, and any personal property of any Subcontractor, or any sublicensee (if any) upon the Licensed Space or upon any other part of the Park, is present solely at the risk of Licensee, or its Subcontractors, or sublicensees (as applicable), and the City shall not be liable for any loss or damage to such personal property or theft of such personal property. The City is not liable or responsible to Licensee, and Subcontractors, and sublicensees, and Licensee waives, and will cause its Subcontractors and sublicensees (if any) to waive, to the fullest extent permitted by law, all claims against the City for any loss or damage or inconvenience to any property or person or any lost profits any or all of which may have been occasioned by or arisen out of any event or circumstance, including (i) theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or water leakage, steam, excessive heat or cold, falling plaster, or broken glass, or (ii) any act or neglect of the City or any occupants of the Park, or the Licensed Space, or (iii) repair or alteration of any part of the Park or the Licensed Space, or failure to make any such repairs, (iv) or any other thing or circumstance, whether of a like nature or a wholly different nature. If the City fails to perform any covenant or condition of this Agreement that the City is required to perform and, notwithstanding the foregoing, Licensee recovers a money judgment against the City, the judgment must be satisfied only out of credit against the Fees and other monies payable by Licensee to the City under this Agreement.
Joint and Several Liability.
If Licensee, or its successors or assigns, if any, is comprised of more than one individual or other legal entity (or a combination of them), then in that event, each and every obligation or undertaking staled in this Agreement to be fulfilled or performed by Licensee is the joint and several obligation or undertaking of each such individual or other legal entity.



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Non-Recordation.
Licensee must not record or permit to be recorded on its behalf this Agreement or a memorandum of this Agreement, in any public office.
Survival.
Any and all provisions set forth in this Agreement that, by its or their nature, would reasonably be expected to be performed after the expiration or termination of this Agreement survive and are enforceable after the expiration or termination. Any and all liabilities, actual or contingent, that have arisen in connection with this Agreement, survive any expiration or termination of this Agreement. Any express statement of survival contained in any section must not be construed to affect the survival of any other section, which must be determined under this section.
Force Majeure.
Neither party is liable for non-performance of obligations under this Agreement due to
delays or interruptions beyond their reasonable control, including delays or interruptions caused
by strikes, lockouts, labor troubles, war, fire or other casualty, acts of God ("force majeure
event"). As a condition to obtaining an extension of the period to perform its obligations under
this Agreement, the party seeking such extension due to & force majeure event must notify the
other party within 20 days after the occurrence of the force majeure event. The notice must
specify the nature of the delay or interruption and the period of time contemplated or necessary
for performance. The foregoing notwithstanding, however, in no event will Licensee be entitled
to an extension of more than 60 days due to a force majeure event, without the express written
consent of the Commissioner.


























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SIGNATURE PAGE
SIGNED:
CITY OF CHICAGO

By: .
Commissioner of the Department of Cultural Affairs and Special Events

Date:





(LICENSEE)


By:


Its:
[Title]
Date:
[Notary]















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EXHIBIT 1 - LICENSED SPACE

Tho Licensed Space is located at 239 E. Upper Randolph Street and consists of multiple location(s) with a total of approximately 16,448 square feet of Concession Space as outlined below and further depicted in the License outline drawings attached hereto.
The 16,448 square feet of Concession Area includes (measurements and counts are approximate):
Bicycle parking for 275 bikes (Sec 601, 604 & 502 on the drawings);
145 lockers
One (1) 14' x 15' room currently being used as a bicycle repair shop (See 605 on the drawing);
Two (2) 40' x 24' locker rooms with swipe card locks and standard washroom facilities including four (4) private changing spaces attached to the showers (See 610, 611, 617, & 618 on the drawings);
8.5' x 20.5' reception area (See 613 on the drawings); and
One (1) 14' x 6' storage area (See 606 on the drawings).
Concessionaire may be required to share the lobby space, toilet room, janitor room, areas of refuge, mezzanine and two (2) outdoor plazas with a food and beverage concessionaire.

Areas labeled on the drawings as 506, 505, 504, 503, 605, 606 will not be part of the Concession Area


























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EXHIBIT 2

TERM SHEET FOR CONCESSION LICENSE AGREEMENT ("AGREEMENT")
between
THE CITY OF CHICAGO ("CITY") and
SHIFT TRANSIT, LLC ("LICENSEE") at
THE MCDONALD'S CYCLE CENTER
Licensee Name: Shift Transit, LLC
License Term: Three (3) years
Term Extension: Option to extend up to an additional two (2) years (two possible one (1) year extensions) at the Commissioner's discretion.
Licensed Space Location(s): The McDonald's Cycle Center, located at 239 E. Randolph, Chicago, IL 60601
Nature of Concession: Management of the McDonald's Cycle Center operations
Anticipated Gross Revenue: average of $556,600 per year over the five years
Fixed Fee Annually: $60,000 (includes maintenance and utility fees)
Percentage Fee:
Year 1: 3% of annual total gross revenue Year 2: 5% of annual total gross revenue Year 3: 7% of annual total gross revenue

Ext Year 1: 7% of annual total gross revenue Ext Year 2: 7% of annual total gross revenue


Each year. Licensee shall pay the City the sum of the License Fee and the Percentage Fee.

Three year Term License Fee % rate for percentage fee Estimate Gross Sales [1] Estimate Percentage Fee Estimate Total Fee Calendar Year
Year One $60,000 3% $480,000 $14,400 $74,400 2021-2022
Year Two $60,000 5% $528,000 $26,400 $86,400 2022-2023
Year Three $60,000 7% $580,000 $40,600 $ 100,600 2023-2024



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Extension Years License Fee % rate for percentage fee Estimate Gross Sales Estimate Percentage Fee Estimate Total Fee Calendar Year
Year One $60,000 7% $591,600 $41,412 $101,412 2024-2025
Year Two $60,000 7% $603,432 $42,240 $102,240 2025-2026
[1] The actual Percentage Fee will be based on actual Gross Revenues.
Days and Hours of" Operation:
The operating season is January 1 - December 31. The hours of operation are:
Peak season: March 1 - October 31 from 6:00 a.m. through 7:00 p.m. for 7 days a week
Low season: November 1 - February 28/29 from 7:00 a.m. through 6:00 p.m. for 7 days a week
Subject to approval by the Commissioner, the Concessionaire may operate beyond these minimum hours but not beyond Park closing. Millennium Park hours are 6:00 a.m. - 11:00 p.m.
Utilities: The Cycle Center Concessionaire will provide a monthly flat rate assessment to the City of Chicago (included in the above annual fixed fee) for the following utilities and services:

Electricity
Watcr
Routine maintenance for heating and air conditioning
Routine maintenance for plumbing and electrical
Basic maintenance and janitorial services in the concession area
Garbage removal and recycling
Routine maintenance for pest control
graffiti removal
Snow and ice removal in the ingress and egress areas of the Cycle Center (excludes outdoor plazas)
Roaming security personnel around the exterior perimeter of the Cycle Center facility
The concessionaire may incur additional fees for service calls related to equipment within the concession area. The concessionaire is responsible for keeping the concession area in good working order.
Delivery Location and Hours: As established in the Millennium Park Rules
Additional Space: See Exhibit 1
DBO: TBD



63

EXHIBIT 3 - DEVELOPMENT PLAN
(INCLUDING BUDGET IMPROVEMENT COSTS, AND SCHEDULED DBO DATES)
[To be added by Amendment, if Commissioner and Concessionaire agree that Concessionaire will implement Improvements to the Licensed Space]















































64

EXHIBIT 4 PRODUCTS AND PRICE LIST
Products offered with pricing
Cycle Center Memberships and Services
Annual membership Includes secure bicycle parking, private locker access, shower access, free use of minor bicycle repair tools and cleaning produc ts, discounted bicycle repair service from professional bike mechanics, discounted sale of bicycle parts and safety products, discounted access to rentals and tours, free use of Wi-Fi service $250
Monthly membership Includes secure bicycle parking, private locker access, shower access, free use of minor bicycle repair tools and cleaning products, discounted bicycle repair service from professional bike mechanics, discounted sale of bicycle parts and safety products, discounted access to rentals and tours, free use of Wi-Fi service $50
Monthly Access pass* Includes secure bicycle parking, private locker access, shower access, free use of minor bicycle repair tools and cleaning products, discounted bicycle repair service from professional bike mechanics, discounted sale of bicycle parts and safety products, discounted access to rentals and tours, free use of Wi-Fi service $5
Day pass Includes shower access, private locker access and free use of Wi-Fi services $15
Shower pass Includes shower access $5
Towel $2
*The monthly Access Pass is available for any individual that is eligible for Supplemental Nutrition Assistance Program. Will verify with the Illinois Link Card.

Related Tours and Rentals
Guided Tours $25/hour
Bicvcle Rental S20/hour

Bicycle Repair and Services
Basic Tune-Up S50
Full-Service Tune-Up $75
Deluxe Tune-Up $100
Safety Check & Lube $40

Above rates do not include taxes.

Licensee may rent bicycles (both human-powered and electric) and related equipment like helmets, locks, child bike seats, and trailers. The licensee will also provide bicycle repair services and sell related merchandise and pre-packaged food and drink.

Licensee Cooperation with DCASE Partnerships: The DCASE Strategic Initiatives and Partnerships Division actively seeks corporate partnerships ("Sponsors") for DCASE events.

65

Terms of agreements with Sponsors may include exclusivity for beverages and/or food products to be sold at DCASE events. In addition to or in lieu of the Licensee's Products contained in this Exhibit 4, as required by the terms of the applicable Sponsor agreement, Licensee may be permitted and/or required to buy and sell Sponsor products for certain identified events and comply with all terms and conditions associated with these Sponsors (Licensee will be permitted to keep revenues generated from such sales). DCASE is solely responsible for all Sponsor recognition on any signage or display materials, etc.












































66

EXHIBIT 5 - FORM OF LETTER OF CREDIT
















































67

SAMPLE FORM OF LETTER OF CREDIT Issuing Bank Letterhead (must be a bank located in the Chicago metropolitan area) Irrevocable Standby Letter of Credit Letter of Credit No. Date: , 20
Chicago Department of Cultural Affairs and Special Events Millennium Park Chicago, Illinois 60602 Attention: Commissioner
We hereby open in your favor, at the request and for the account of this irrevocable standby letter of credit in an aggregate amount not to exceed $ Dollars ("Stated Amount"), to be available for payment of your drafts drawn at sight on us signed by the Commissioner of the Chicago Department of Cultural Affairs and Special Events, or his designee.
Your sight drafts must be accompanied by a written certificate, in the form of Exhibit A attached hereto (the "Certificate") signed and completed by you.
Partial and multiple drawings are permitted hereunder.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by any document, instrument or agreement referred to herein, or in which this Letter of Credit is referred to, or to which this Letter of Credit relates; and no such reference shall be deemed to incorporate herein by reference any such document, instrument or agreement. The Account Party is not the owner or beneficiary under this Letter of Credit and possesses no interest whatsoever in this Letter of Credit or its proceeds. Further, this Letter of Credit shall not be affected by any bankruptcy or other insolvency proceeding initiated by or against the Account Party.
This credit shall expire on , 20 , unless extended as provided herein.
It is a condition of this credit that it will be automatically extended without amendment for an additional period of twelve (12) months from the present and each future expiry date, unless, not less than ninety (90) days prior to the then relevant expiry date, we notify you and Corporate Counsel of the City by registered mail, return receipt requested, that we elect not to extend this credit for any additional period. Upon receipt of such a notification you may draw your sight draft on us prior to the then-relevant expiration date for the unused balance of this credit, which shall be accompanied by your signed written statement that you received notification of our election not to extend.
7. Drafts must be marked "Drawn under irrevocable Standby Letter of Credit No.


68

Wc hereby agree to honor each draft drawn under and in compliance with the terms of this credit if duly presented at our offices on or before the close of business on the expiry date.
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.
This Letter of Credit is subject to the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 500, 1993 revision, ("IUCP") and to the Uniform Commercial Code - Letters of Credit, as adopted in Illinois, 810 ILCS 5 -101 et seq., as amended ("UCC"). To the extent that the provisions of the IUCP and UCC conflict, the provisions of the UCC shall govern.
Wc hereby undertake that a draft drawn in conformity with the terms of this Letter of Credit will be duly honored on presentation.

By:
Name:
Title:




























69

THIS IS AN INTEGRAL PART OF STANDBY LETTER OF CREDIT
NO.
EXHIBIT A
CERTIFICATE FOR DRAWING
The undersigned, the Commissioner of the Chicago Department of Cultural Affairs and
Special Events, represents, warrants and certifies to (the
"Bank") with
reference to Letter of Credit No. issued by the Bank in favor of the City of
Chicago (the "Beneficiary") that:
A breach of the License and License Agreement ("Agreement") dated as of
, 20 , as amended, modified or supplemented, between the
City of Chicago ("City") and , an
, has occurred, or a replacement Letter of Credit in a
form and substance satisfactory to the City Comptroller has not been issued to the City by a Financial Institution meeting the requirements set forth in the Agreement. As a result, the City is making demand under the Letter of Credit to pay
dollars ($ ) on the day of
, 20 .
Payment of the draft shall be made by bank wire paid to our account as per our wire instructions below.

(Name of Bank)
(City & State)
(ABA No.)
(Account Name)
(Account No.)
(Reference No., if any)
All defined terms used but not defined herein shall have the meaning assigned hereto in the Letter of Credit.


In witness hereof, the City has executed this certificate as of this day of
20 .

CITY OF CHICAGO



BY:
Its: Commissioner of Cultural Affairs and Special Events




70

EXHIBIT 6 - INSURANCE REQUIREMENTS AND INSURANCE CERTIFICATE
















































71

INSURANCE REQUIREMENTS
Department Cultural Affairs and Special Events McDonalds Cycling Center
Respondent must provide and maintain at Respondent's own expense, during the term of the Agreement and during the time period following expiration if Respondent is required to return and perform any work, services, or operations, the insurance coverages and requirements specified below, insuring all work, services, or operations related to the Agreement.
A. INSURANCE REQUIRED
Workers Compensation and Employers Liability (Primary and Umbrella)
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 $1,000,000 each accident; $1,000,0000 disease-policy limit; and $1,000,000. disease each employee, or the full per occurrence limits of the policy, whichever is greater.
Respondent may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent must be maintained with limits of not less than $1,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater, for bodily injury, personal injury, and property damage liability. Coverages must include but not be limited to the following: All premises and operations, products/completed operations, separation of insureds elevator collision, garage keepers liability, no exclusion for bacteria, fungi, legionella or other micro toxins, no exclusion for sexual abuse or molestation, no pollution exclusion for consumables, pesticides, or any other equipment servicing the garage including heating and cooling, defense, and contractual liability (not to include Endorsement CG 21 39 or equivalent).
The City and other entities as required by City must be provided additional insured status with respect to liability arising out of Respondent's work, services or operations performed on behalf of the City. The City's additional insured status must apply to liability and defense of suits arising out of Respondent's acts or omissions, whether such liability is attributable to the Respondent or to the City on an additional insured endorsement form acceptable to the City. The full policy limits and scope of protection also will apply to the City as an additional insured, even if they exceed the City's minimum limits required herein. Respondent's liability insurance must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Respondent may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.
Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work, services, or operations to be performed, Automobile Liability Insurance must be maintained by the Respondent with limits of not less than $1,000,000 per occurrence or the full per occurrence limits of the policy, whichever is greater, for bodily injury and property damage. The City is to be added as an additional insured.
Respondent may use a combination of primary and excess/umbrella policy/policies to satisfy the limits of liability required herein. The excess/umbrella policy/policies must provide the same coverages/follow form as the underlying policy/policies.

Excess/Umbrella
Excess/Umbrella Liability Insurance must be maintained with limits of not less than $5,000,000 per occurrence, or the full per occurrence limits of the policy, whichever is greater. The policy/policies must provide the same coverages/follow form as the underlying Commercial General Liability, Automobile Liability, Employers Liability and Completed Operations coverage required herein and expressly provide that the excess or umbrella policy/policies will drop down over reduced and/or exhausted aggregate limit, if any, of the underlying insurance. The Excess/Umbrella policy/policies must be primary without right of contribution by any other insurance or self-insurance maintained by or available to the City.
Respondent may use a combination of primary and excess/umbrella policies to satisfy the limits of liability required in sections A.1, A.2, A.3 and A.4 herein.
All Risk Property Insurance
All Risk Property insurance at replacement cost covering interest of the City against loss or damage to machinery, equipment, building materials or supplies, being used with and during the course of the Agreement. Respondent is responsible for all loss or damage to personal property, (including but not limited to material, equipment, tools, and supplies), owned, used, leased or rented by Respondent and for loss or damage to all property that is in Respondent's care, custody and control.
Crime Insurance
Respondent must provide a Fidelity Bond or Blanket Crime coverage covering all persons handling funds under this Agreement, against loss by dishonesty, robbery, burglary, theft, destruction or disappearance, computer fraud, credit card forgery, and other related crime risks. The policy limit must be written to cover losses in the amount of maximum monies collected, received and on premises at any given time. The City must be named as a Loss Payee as its interest may appear. Coverage must include third party fidelity coverage, including coverage for loss due to theft, mysterious disappearance, and computer fraud/theft, and must not contain a requirement for an arrest and/or conviction.
Cyber Liability
Cyber Liability insurance must be maintained with limits of not less than $2,000,000 for each occurrence covering claims for security or privacy breaches (liability arising from the loss or disclosure) of failure to keep data secure. Coverage must include, but not limited to, the following: claims resulting from breach or failure to protect confidential information, information theft, damage or destruction of electronic information, intentional and/unintentional release of private information, alteration of electronic information, extortion and network security, system breaches; denial or loss of service, forensic investigation and restoration, spread of malicious software code, unauthorized access to or use of computer systems, and any direct expenses incurred by the City related to a breach. No exclusion/restriction for unencrypted portable devices/media may be on the policy. The City is to be named as an additional insured on a primary, non-contributory basis.

B. Additional Requirements
Evidence of Insurance. Respondent must furnish the City, Chicago Department of Procurement Services, 121 N. LaSalle Street, Room 806, Chicago, IL 60602, original certificates of insurance and additional insured endorsement, or other evidence of insurance, to be in force on the date of this Agreement, and renewal certificates of Insurance and endorsement, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. Respondent must submit evidence of insurance prior to execution of 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 requirements of Agreement. The failure of the City to obtain, nor the City's receipt of, or failure to object to a non-complying insurance certificate, endorsement or other insurance evidence from Respondent, its insurance broker(s) and/or insurer(s) will not be construed as a waiver by the City of any of the required insurance provisions Respondent must advise all insurers of the Agreement provisions regarding insurance. The City in no way warrants that the

insurance required herein is sufficient to protect Respondent for liabilities which may arise from or relate to the Agreement. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time.
Failure to Maintain Insurance. Failure of the Respondent to comply with required coverage and terms and conditions outlined herein will not limit Respondent's liability or responsibility nor does it relieve Respondent of the obligation to provide insurance as specified in this Agreement. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to suspend this Agreement until proper evidence of insurance is provided, or the Agreement may be terminated.
Notice of Material Change, Cancellation or Non-Renewal. Respondent must 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 and ten (10) days prior written notice for non-payment of premium.
Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Respondent.
Waiver of Subrogation. Respondent hereby waives its rights and its insurer(s)' rights of and agrees to require their insurers to waive their rights of subrogation against the City under all required insurance herein for any loss arising from or relating to this Agreement. Respondent agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City received a waiver of subrogation endorsement for Respondent's insurer(s).
Respondents Insurance Primary. All insurance required of Respondent under this Agreement shall be endorsed to state that Respondent's insurance policy is primary and not contributory with any insurance carrier by the City.
No Limitation as to Respondent's Liabilities. The coverages and limits furnished by Respondent in no way limit the Respondent's liabilities and responsibilities specified within the Agreement or by law.
No Contribution bv City. Any insurance or self-insurance programs maintained by the City do not contribute with insurance provided by Respondent under this Agreement.
Insurance not Limited by Indemnification. The required insurance to be carried is not limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity in this Agreement given as a matter of law.
Insurance and Limits Maintained. If Respondent maintains higher limits and/or broader coverage than the minimums shown herein, the City requires and shall be entitled the higher limits and/or broader coverage maintained by Respondent. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Joint Venture or Limited Liability Company. If Respondent is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
Other Insurance obtained bv Respondent. If Respondent desires additional coverages, the Respondent will be responsible for the acquisition and cost.
Insurance required of Subcontractors. Respondent shall name the Subcontractor(s) as a named insured(s) under Respondent's insurance or Respondent will require each Subcontractor(s) to provide and maintain Commercial General Liability, Commercial Automobile Liability, Worker's Compensation and Employers Liability Insurance and when applicable Excess/Umbrella Liability Insurance with coverage at least as
broad as in outlined in Section A, Insurance Required. The limits of coverage will be determined by Respondent. Respondent shall determine if Subcontractor(s) must also provide any additional coverage or other coverage outlined in Section A, Insurance Required. Respondent is responsible for ensuring that each Subcontractor has named the City as an additional insured where required on an additional insured endorsement form acceptable to the City. Respondent is also responsible for ensuring that each Subcontractor has complied with the required coverage and terms and conditions outlined in this Section

B, Additional Requirements. When requested by the City, Respondent must provide to the City certificates of insurance and additional insured endorsements or other evidence of insurance. The City reserves the right to obtain complete, certified copies of any required insurance policies at any time. Failure of the Subcontractor(s) to comply with required coverage and terms and conditions outlined herein will not limit Respondent's liability or responsibility.
City's Right to Modify. Notwithstanding any provisions in the Agreement to the contrary, the City, Department of Finance, Risk Management Office maintains the right to modify, delete, alter or change these requirements.
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Consilium Insurance Group
261 St-Jacques, Suite 100 Montreal
Shift Transit Inc
6545 Saint-Antoine St. Detroit
CONTACT ...
name: Christopher Minkoff
PHONE
(A/c, no, Ext)-. + 1-5_1J-3J.2z.7J.90_ext 330.
E-MAIL
address: (-.minkoffQgroupeconsilium.ca
INSURER(S) AFFORDING COVERAGE
insurer a Beazley Canda on behalf of Lloyds
INSURER B
fax
! (A'C.no) -M •514-312-716
CERTIFICATE NUMBER:


INSR LTR
COMMERCIAL GENERAL LIABILITY X OCCUR
X Contingent Employers Liability X Tenants Legal Liability
GEN'L AGGREGATE LIMIT APPLIES PER X I POLICY I I JECT ! I LOC
SCHEDULED AUTOS NON-OWNED AUTOS
AUTOMOBILE LIABILITY
¦ ANY AUTO
I" ALL OWNED
. AUTOS
HIRED AUTOS
03/31/2020

EACH OCCURRENCE
DAMAGE TO RENTED PREMISES (Ea occurrence)
MEJJ EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG S 1.000.000 USD
Non-Owned Autos s 1,000,000 USD
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident) $
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB \ EXCESS LIAB

; OCCUR
[ CLAIMS-MADE
RETENTIONS
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY y / N
i ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED'' (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS Mow
IOTH-I ER .
i WCSTAHJ-ITORY LIMITS I
E L EACH ACCIDENT
E L DISEASE - EA EMPLOYEE $
E L DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
Chicago Department of Cultural Affairs and Special Events is added as additional Insured on the Commercial General Liability policy but only with respect to the liability arising out of the operations of the Named Insured
CANCELLATION




CERTIFICATE HOLDER
Chicago Department of Cultural Affairs and Special Events Contract Administrator 78 E Washington Chicago IL 60602 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED RErREaENTATIVE
ACORD 25 (2010/05)
© 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF INSURANCE
This certificate is issued as a matter of information only and confers no rights upon the certificate holder and imposes no liability on the insurer.
This certificate does not amend, extend or alter the coverage offered by the policy below
CERTIFICATEHOLPER - Name and mailing address
Chicago Department of Cultural Affairs and Special Events Contract Administrator
Address:
1120, boul. Marie-Victorin
Postal Code: J4G 2H9
DESCRIPTION OF OPERATIONS/LOCATIONS/AUTOMOBILES/SPECIAL ITEMS (but¦'oniy^Sith'ffespecttb-tne operations of the Named Insured)
Proof of insurance
COVERAGES
This is to certify that the policies of insurance listed below have been issued to the insured name above for the policy period indicated notwithstanding any requirement, term or condition of any contract or other document with respect with respect to which this certificate must be issued or may pertain. The insurance afforded by the policies described herein is subject to all terms, exclusions and condition of such policies Limits shown may have been reduced by paid claims
Type of insurance
Insurance company and policy no.
Effective date YYYY/MM/DD
i-'Expirydate YYYY/MM/DD
Limits of liability
(Canadian dollars unless indicated otherwise)
Limit
Errors &
Omissions / Cyber





Crime Insurance
Lloyd's of London through Beazley Canada Ltd.
Policy no. 17600904

Liberty Mutual Insurance Company
Policy no. B2BCC110041004
Insuring Clause A
Professional & Technology Based Services
Insuring Clause B Technology Products
Insuring Clause C Computer Network Security
Insuring Clause D Multimedia Advertising
Employee Theft
Employee Theft of Client Property
Employee Benefit Plan Coverage
Forgery or Alteration
Inside the Premises
Outside the Premises
Data Restoration
Money Orders and Counterfeit Paper
Currency
Claim Expense
CANCELLATION5%-:f
Should any of the above described policies be cancelled before to the certificate holder, but failure to mail such notice shall im
the expiration date thereof, the issuing company will endeavor pose no obligation or liability of any kind upon the company, its
to mail 30 days written notice agents or representatives
BROKER'S FULL NAME AND MAILING ADDRESS
Consilium Insurance Group 261 St-Jacques, unit 100 Montreal, QC H2Y 1M6

CERTIFICATEfAUTHORIZATION i:.
Signature of authorized representative
Damage Insurance Broker





Contact Number: 514-312-7190 ext. 330 Fax. 514-312-7188
COVERAGES
REVISION NUMBER:
CERTIFICATE OF LIABILITY INSURANCE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Aon Risk Services, Inc of Florida 1001 Brickell Bay Dnve. Suite «1100 Miami. FL 33131-4937 NAMilfCT Aon Risk Services, Inc of Florida
PHONE FAX (A/C, No. Ext)- 800-743-8130 (A/C, No)- 800-522-7514
EMAIL ADDRESS: ADP.COI CenterrcSAon.com
INSURER(S) AFFORDING COVERAGE NAICff
INSURER A : New Hampshire Ins Co 23841
INSURED ADP TolalSource CO XXI. Inc 10200 Sunset Dnve Miami, FL 33173 ALTERNATE EMPLOYER Shift Transit LLC 1640 W Hubbard St Unit A Chicago. IL 60622 INSURER 8 :
INSURER C :
INSURER D :
INSURER E '
INSURER F .
CERTIFICATE NUMBER: 2931010
ADDL INSR
SUBR WVD
INSR LTR
POLICY EFF (MM/DD/YYYY)
POLICY EXP (MM/DD/YYYY)
POLICY NUMBER
LIMITS
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED
TYPE OF INSURANCE
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE
n
OCCUR

GEN'L AGGREGATE LIMIT APPLIES PER
POLICY \yy\ PROJECT | | LOC
OTHER
AUTOMOBILE LIABILITY
EACH OCCURRENCE
DAMAGE TO RENTED PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
ANY AUTO OWNED AUTOS ONLY HIRED
AUTOS ONLY
SCHEDULED AUTOS
NON-OWNED AUTOS ONLY
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB EXCESS LIAB
OCCUR CLAIMS-MADE
RETENTION S
WORKERS COMPENSATION AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PAR! NtR/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) II yes, ucsenbe under
DESCRIPTION OF OPERATIONS below
OTH­ER
PER
STATUTE
E L. EACH ACCIDENT
E L DISEASE - EA EMPLOYEE
E L DISEASE - POLICY LIMIT


DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more spaco is required)
All worksite employees working, for SHIFT TRANSIT LLC. paid under ADP TOTALSOURCE, INC's payroll, are covered under the above stated policy SHIFT TRANSIT LLC is an alternate employer under this policy
CANCELLATION




CERTIFICATE HOLDER
ShiTt Transit LLC 1640 W Hubbarc St Unit A Chicago. IL 60622 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE (/ion. cftiiA (^etweei, Q/ic of(f/ozida
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER The Rubin Group, a division of HUB International Northeast, Ltd. 1065 Avenue of the Americas/5 Bryant Park,4th Fl New York NY 10018 CONTACT r> - !? • , name. Regina Kustowski
wc.Nno. Ext). 212-791-4300 Kc. No): 212-791-0456
address- Regina.Kustowski@Hublnternational.com INSURER(S) AFFORDING COVERAGE NAIC n
insurer a - Everest Denali Insurance Company 16044
INSURED SHIFTKA-01 Shift Transit LLC 1640 W Hubbard Street Unit A Chicago IL 60622 INSURER B
INSURER C : INSURER D .— —
INSURER E
INSURER F :
CERTIFICATE NUMBER: 1901041663
ADDL SUBR INSD WVD
INSR LTR
TYPE OF INSURANCE
LIMITS
POLICY NUMBER
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLICY EFF I POLICY EXP (MM/DD/YYYY) ! (MM/DD/YYYY) '
COMMERCIAL GENERAL LIABILITY
OCCUR
CLAIMS-MADE
EACH OCCURRENCE DAMAGE TO RENTED ' PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER
_. [policy | | Sect [_J loc
I OTHER.
AUTOMOBILE LIABILITY
ANY AUTO
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)


$ 1,000,000 S
OWNED AUTOS ONLY HIRED
AUTOS ONLY
SCHEDULED AUTOS NON-OWNED AUTOS ONLY
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)

UMBRELLA LIAB EXCESS LIAB
OCCUR CLAIMS-MADE

PEP
RETENTIONS
WORKERS COMPENSATION AND EMPLOYERS' LIABILITY
ANYPROPRIE I'OR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUPEP7
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
I OTH­ER
PER
STATUTE
EL EACH ACCIDENT
EL DISEASE-EA EMPLOYEE
EL DISEASE-POLICY LIMIT

i
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Chicago Department of Cultural Affairs and Special Events Cycle Center Concession Services for Millennium Park
The City of Chicago Department of Cultural Affairs and Special Events is listed as Additional Insured on a Primary and Non-Contributory basis including a 30 day Notice of Cancellation for all other reasons where a 10 day Notice of Cancellation applies for Non-Payment of Premium as required by written contract or agreement executed prior to loss, subject to policy terms and conditions
CANCELLATION


CERTIFICATE HOLDER
Chicago Department of Cultural Affairs and Special Events Contract Administrator 78 E Washington St. Chicago IL 60602 i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

Attached to and forming part of Policy No. 80600869 Endorsement # 23 Additional Insured - Waiver of Subrogation (GL1101)
Named Insured: Shift Transit Inc
Effective Date: 06 Jan 2021
It is hereby understood and agreed that the following person or entity is added as an Additional Insured under this policy but only to the extent the Insured would have been liable and coverage would have been afforded under the terms and conditions of this Policy had such Action been made against the Named Insured.
Additional Insured
Chicago Department of Cultural Affairs and Special Events Contract Administrator 78 E. Washington Chicago IL 60602
The above mentioned extension of coverage shall not apply to any Action which includes allegations or facts indicating actual or alleged independent or direct liability on the part of any such person or entity named above.
It is a condition precedent to liability under the above mentioned extension of coverage that such entity named above shall prove to the Insurers' satisfaction the extent of any Action arising out of the Insured's conduct as described above.
It is further understood and agreed that this policy does not apply to any other liability of the Additional Insured and this inclusion shall not serve to increase the Insurer's Limits of Liability.
Furthermore, the Insurer will endeavor to give this Additional Insured thirty (30) days written notice of cancellation should the Insurer cancel this policy however assumes no responsibility for failure to do so.
With respect to any claims or Actions under this policy, we agree to waive any rights of subrogation that we may have under this policy provided that:
The insured has waived such rights of subrogation in a contract or agreement entered with the Additional Insured prior to the Occurrence, and provided that;
This waiver shall apply in favour of the person or entity named above.
However, this waiver does not apply to any claims, Actions, loss, costs or defense expenses arising solely out of the negligence of the person or entity named above.




All other terms and conditions remain unchanged.

Authorized Insurer's Representative Beazley Canada Limited

EXHIBIT 7 - MBE/WBE SPECIAL CONDITIONS, RELATED FORMS, AND
COMPLIANCE PLAN















































72

CITY OF CHICAGO Department of Procurement Services Jamie L. Rhee, Chief Procurement Officer
121 North LaSalle Street, Room 806 Chicago, Illinois 60602-1284
Fax: 312-744-3281

MBE & WBE SPECIAL CONDITIONS FOR COMMODITIES OR SERVICES CONTRACTS

ARTICLE 1. SPECIAL CONDITIONS REGARDING MINORITY BUSINESS ENTERPRISE COMMITMENT AND WOMEN BUSINESS ENTERPRISE COMMITMENT FOR COMMODITIES OR SERVICES 1.1. Policy and Terms
It is the policy of the City of Chicago that Local Businesses certified as Minority Owned Business Enterprises (MBE) and Women Owned Business Enterprises (WBE) in accordance with Section 2-92-420 et seq. of the Municipal Code of Chicago and Regulations Governing Certification of Minority and Women-owned Businesses and all other Regulations promulgated under the aforementioned sections of the Municipal Code, as well as MBEs and WBEs certified by Cook County, Illinois, will have full and fair opportunities to participate fully in the performance of this contract. Therefore, the Contractor will not discriminate against any person or business on the basis of race, color, sex, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, marital status, parental status, military discharge status or source of income and will take affirmative action to ensure that women and minority businesses will have the maximum opportunity to compete for and perform subcontracts for supplies or services.
Pursuant to Section 2-92-430 of the Municipal Code of Chicago, the Chief Procurement Officer has established a goal of awarding not less than 25% of the annual dollar value of all non-construction contracts to certified MBEs and 5% of the annual dollar value of all non-construction contracts to certified WBEs.
Accordingly, the Contractor commits to make Good Faith Efforts to expend at least the following percentages of the total funds Contractor expends upon Improvements to the Licensed Space (inclusive of labor and materials), if awarded, for contract participation by MBEs and WBEs:
Design Construction
MBE Percentage WBE Percentage MBE Percentage WBE Percentage
25% 5% 26% 6%

(See Form "Bidders Commitment to Utilize MBE and WBE Firms on No Stated Goals Contract" for Contract Specific Goals in the case of a contract subject to a bid preference pursuant to MCC 2-92-525.)
This commitment is met by the Contractor's status as a MBE or WBE, or by a joint venture with one or more MBEs or WBEs as prime contractor (to the extent of the MBE or WBE participation in such joint venture), or by subcontracting a portion of the work to one or more MBEs or WBEs, or by the purchase of materials used in the performance of the contract from one or more MBEs or WBEs, or by any combination of the foregoing.
Note: MBE/WBE participation goals are separate and those businesses certified with the City of Chicago as both MBE and WBE may only be listed on a bidder's compliance plan as either an MBE or a WBE, but not both, to demonstrate compliance with the Contract Specific Goals.
The Contractor also 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 private sector contracts.

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Pursuant to MCC 2-92-535, the prime contractor may apply be awarded an additional 0.5 percent credit, up to a maximum of a total of 5% additional credit, for every 1% of the value of a contract self-performed by MBEs or WBEs, or combination thereof, that have entered into a mentoring agreement with the contractor or subcontractor-to-subcontractor mentoring agreement. This up to 5% may be applied to the Contract Specific Goals, or it may be in addition to the Contract Specific Goals.

1.2. Definitions
"Area of Specialty" means the description of an MBE or WBE firm's business which has been determined by the Chief Procurement Officer to be most reflective of the MBE or WBE firm's claimed specialty or expertise. Each MBE/WBE letter of certification contains a description of the firm's Area of Specialty. This information is also contained in the Directory (defined below). Credit toward this Contract's MBE and WBE participation goals shall be limited to the participation of firms performing within their Area of Specialty.
NOTICE: The City of Chicago does not make any representation concerning the ability of any MBE/WBE to perform work within their Area of Specialty. It is the responsibility of all contractors to determine the capability and capacity of MBEs/WBEs to satisfactorily perform the work proposed.
"Bid" means a bid, proposal, or submittal detailing a description of the services or work to be provided by the contractor in response to a bid solicitation, request for proposal, request for qualification of task order request (issued in accordance with the Master Consulting Agreement) that is issued by the City.
"Bidder" means any person or business entity that submits a bid, proposal, qualification or submittal that seeks to enter into a contract with the City, and includes all partners, affiliates and joint ventures of such person or entity.
"Broker" means a person or entity that fills orders by purchasing or receiving supplies from a third party supplier rather than out of its own existing inventory and provides no commercially useful function other than acting as a conduit between his or her supplier and his or her customer.
"Chief Procurement Officer" or "CPO" means the chief procurement officer of the City of Chicago or his or her designee.
"Commercially Useful Function" means responsibility for the execution of a distinct element of the work of the contract, which is carried out by actually performing, managing, and supervising the work involved, evidencing the responsibilities and risks of a business owner such as negotiating the terms of (sub)contracts, taking on a financial risk commensurate with the contract or its subcontract, responsibility for acquiring the appropriate lines of credit and/or loans, or fulfilling responsibilities as a joint venture partner as described in the joint venture agreement.
"Contract Specific Goals" means the subcontracting goals for MBE and WBE participation established for a particular contract. In the case of a contract subject to the bid incentive set forth in MCC 2-92-525, "Contract Specific Goals" means the utilization percentage for MBEs or WBEs to which contractor committed with its bid.
"Contractor" means any person or business entity that has entered into a contract with the City as described herein, and includes all partners, affiliates, and joint ventures of such person or entity.
"Direct Participation" means the value of payments made to MBE or WBE firms for work that is performed in their Area of Specialty directly related to the performance of the subject matter of the Contract will count as Direct Participation toward the Contract Specific Goals.
"Directory" means the Directory of Certified "Minority Business Enterprises" and "Women Business Enterprises" maintained and published by the City of Chicago The Directory identifies firms that have been certified as MBEs and WBEs, and includes both the date of their last certification and the area of specialty in which they have been certified. Contractors are responsible for verifying the current certification status of all proposed MBE, and WBE firms.


M/WBE Special Conditions for Commodities & Services 03 29.2019

"Good Faith Efforts" means actions undertaken by a bidder or contractor to achieve a Contract Specific Goal that the CPO or his or her designee has determined, by their scope, intensity, and appropriateness to the objective, can reasonably be expected to fulfill the program's requirements.
"Indirect Participation" refers to the value of payments made to MBE or WBE firms for work that is done in their Area of Specialty related to other aspects of the Contractor's business. (Note: no dollar of such indirect MBE or WBE participation shall be considered in a Good Faith Efforts determination more than once against a contractor's MBE or WBE commitment with respect to all government contracts held by that contractor.)
"Joint venture" means an association of a MBE or WBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which each joint venture partner contributes property, capital, efforts, skills and knowledge, and in which the MBE or WBE is responsible for a distinct, clearly defined portion of the work of the contract and whose share in the capital contribution, control, management, risks, and profits of the joint venture are commensurate with its ownership interest.
"Mentor-Protege Agreement" means an agreement between a prime and MBE or WBE subcontractor ("Mentoring Agreement") or an agreement between a prime's subcontractor and MBE or WBE subcontractor ("Subcontractor-to-Subcontractor Mentoring Agreement"), pursuant to MCC 2-92-535, that is approved by the City of Chicago and complies with all requirements of MCC 2-92-535 and any rules and regulations promulgated by the Chief Procurement Officer.
"Minority Owned Business Enterprise" or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.
"Municipal Code of Chicago" or "MCC" means the Municipal Code of the City of Chicago.
"Supplier" or "Distributor" refers to a company that owns, operates, or maintains a store, warehouse or other establishment in which materials, supplies, articles or equipment are bought, kept in stock and regularly sold or leased to the public in the usual course of business. A regular distributor or supplier is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials or supplies required for performance of a contract are bought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular distributor the firm must engage in, as its principal business and in its own name, the purchase and sale of the products in question. A regular distributor in such bulk items as steel, cement, gravel, stone, and petroleum products need not keep such products in stock if it owns or operates distribution equipment.
"Women Owned Business Enterprise" or "WBE" means a firm awarded certification as a women owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a women owned business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.
1.3. Joint Ventures
The formation of joint ventures to provide MBEs and WBEs with capacity and experience at the prime contracting level, and thereby meet Contract Specific Goals (in whole or in part) is encouraged. A joint venture may consist of any combination of MBEs, WBEs, and non-certified firms as long as one member is an MBE or WBE.
a. The joint venture may be eligible for credit towards the Contract Specific Goals only if:
The MBE or WBE joint venture partner's share in the capital contribution, control, management, risks and profits of the joint venture is equal to its ownership interest;
The MBE or WBE joint venture partner is responsible for a distinct, clearly defined portion of the requirements of the contract for which it is at risk;
Each joint venture partner executes the bid to the City; and


M/WBE Special Conditions for Commodities & Services 03 29.2019

iv. The joint venture partners have entered into a written agreement specifying the terms
and conditions of the relationship between the partners and their relationship and responsibilities to the contract, and all such terms and conditions are in accordance with the conditions set forth in Items i, ii, and iii above in this Paragraph a.
The Chief Procurement Officer shall evaluate the proposed joint venture agreement, the Schedule B submitted on behalf of the proposed joint venture, and all related documents to determine whether these requirements have been satisfied. The Chief Procurement Officer shall also consider the record of the joint venture partners on other City of Chicago contracts. The decision of the Chief Procurement Officer regarding the eligibility of the joint venture for credit towards meeting the Contract Specific Goals, and the portion of those goals met by the joint venture, shall be final.
The joint venture may receive MBE or WBE credit for work performed by the MBE or WBE joint venture partner(s) equal to the value of work performed by the MBE or WBE with its own forces for a distinct, clearly defined portion of the work.
Additionally, if employees of the joint venture entity itself (as opposed to employees of the MBE or WBE partner) perform the work, then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in Schedule B.
The Chief Procurement Officer may also count the dollar value of work subcontracted to other MBEs and WBEs. Work performed by the forces of a non-certified joint venture partner shall not be counted toward the Contract Specific Goals.
Schedule B: MBE/WBE Affidavit of Joint Venture
Where the bidder's Compliance Plan includes the participation of any MBE or WBE as a joint venture partner, the bidder must submit with its bid a Schedule B and the proposed joint venture agreement. These documents must both clearly evidence that the MBE or WBE joint venture partner(s) will be responsible for a clearly defined portion of the work to be performed, and that the MBE's or WBE's responsibilities and risks are proportionate to its ownership percentage. The proposed joint venture agreement must include specific details related to:
The parties' contributions of capital, personnel, and equipment and share of the costs of insurance and bonding;
Work items to be performed by the MBE's or WBE's own forces and/or work to be performed by employees of the newly formed joint venture entity;
Work items to be performed under the supervision of the MBE or WBE joint venture partner; and
The MBE's or WBE's commitment of management, supervisory, and operative personnel to the performance of the contract.
NOTE: Vague, general descriptions of the responsibilities of the MBE or WBE joint venture partner do not provide any basis for awarding credit. For example, descriptions such as "participate in the budgeting process," "assist with hiring," or "work with managers to improve customer service" do not identify distinct, clearly defined portions of the work. Roles assigned should require activities that are performed on a regular, recurring basis rather than as needed. The roles must also be pertinent to the nature of the business for which credit is being sought. For instance, if the scope of work required by the City entails the delivery of goods or services to various sites in the City, stating that the MBE or WBE joint venture partner will be responsible for the performance of all routine maintenance and all repairs required to the vehicles used to deliver such goods or services is pertinent to the nature of the business for which credit is being sought.
1.4. Counting MBE/WBE Participation Toward the Contract Specific Goals


M/WBE Special Conditions for Commodities & Services 03 29 2019

Refer to this section when preparing the MBE/WBE compliance plan and completing Schedule D-l for guidance on what value of the participation by MBEs and WBEs will be counted toward the stated Contract Specific Goals. The "Percent Amount of Participation" depends on whether and with whom a MBE or WBE subcontracts out any portion of its work and other factors.
Firms that are certified as both MBE and WBE may only be listed on a bidder's compliance plan as either a MBE or a WBE to demonstrate compliance with the Contract Specific Goals. For example, a firm that is certified as both a MBE and a WBE may only be listed on the bidder's compliance plan under one of the categories, but not both. Except as provided in MCC 2-92-S25(b)(2), only Payments made to MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements above will be counted toward the Contract Specific Goals.
Only expenditures to firms that perform a Commercially Useful Function as defined above may count toward the Contract Specific Goals.

The CPO will determine whether a firm is performing a commercially useful function by evaluating the amount of work subcontracted, whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing and the credit claimed for its performance of the work, industry practices, and other relevant factors.
A MBE or WBE does not perform a commercially useful function if its participation is only required to receive payments in order to obtain the appearance of MBE or WBE participation. The CPO may examine similar commercial transactions, particularly those in which MBEs or WBEs do not participate, to determine whether non MBE and non WBE firms perform the same function in the marketplace to make a determination.
Indications that a subcontractor is not performing a commercially useful function include, but are not limited to, labor shifting and equipment sharing or leasing arrangements with the prime contractor or a first tier subcontractor.
Only the value of the dollars paid to the MBE or WBE firm for work that it performs in its Area of Specialty in which it is certified counts toward the Contract Specific Goals, except as provided in MCC2-92-525(b)(2).
For maintenance, installation, repairs or inspection, or professional services, if the MBE or WBE performs the work itself: 100% of the value of work actually performed by the MBE's or WBE's own forces shall be counted toward the Contract Specific Goals, including the cost of supplies and materials purchased or equipment leased by the MBE or WBE from third parties or second tier subcontractors in order to perform its (sub)contract with its own forces (except supplies and equipment the MBE or WBE subcontractor purchases or leases from the prime contractor or its affiliate). 0% of the value of work at the project site that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals.
If the MBE or WBE is a manufacturer: 100% of expenditures to a MBE or WBE manufacturer for items needed for the Contract shall be counted toward the Contract Specific Goals. A manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the bidder or contractor.
If the MBE or WBE is a distributor or supplier: 60% of expenditures for materials and supplies purchased from a MBE or WBE that is certified as a regular dealer or supplier shall be counted toward the Contract Specific Goals.
If the MBE or WBE is a broker:

Zero percent (0%) of expenditures paid to brokers will be counted toward the Contract Specific Goals.
As defined above, Brokers provide no commercially useful function.

M/WDE Special Conditions for Commodities & Services 03 29.2019

g. If the MBE or WBE is a member of the joint venture contractor/bidder:
A joint venture may count the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work of the contract that the MBE or WBE performs with its own forces toward the Contract Specific Goals; or
If employees of this distinct joint venture entity perform the work then the value of the work may be counted toward the Contract Specific Goals at a rate equal to the MBE or WBE firm's percentage of participation in the joint venture as described in the Schedule B-
A joint venture may also count the dollar value of work subcontracted to other MBEs and WBEs.
h. If the MBE or WBE subcontracts out any of its work:
100% of the value of the work subcontracted to other MBEs or WBEs performing work in its Area of Specialty may be counted toward the Contract Specific Goals.
0% of the value of work that a MBE or WBE subcontracts to a non-certified firm counts toward the Contract Specific Goals (except as allowed by (c) above).
The fees or commissions charged for providing a bona fide service, such as professional, technical, consulting or managerial services or for providing bonds or insurance and assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees charged for delivery of materials and supplies required on a job site (but not the cost of the materials and supplies themselves) when the hauler, trucker, or delivery service is not also the manufacturer of or a regular dealer in the materials and supplies, provided that the fee is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
The fees or commissions charged for providing any bonds or insurance, but not the cost of the premium itself, specifically required for the performance of the Contract, provided that the fee or commission is determined by the Chief Procurement Officer to be reasonable and not excessive as compared with fees customarily allowed for similar services.
1.5. Regulations Governing Reductions to or Waiver of MBE/WBE Goals
The following Regulations set forth the standards to be used in determining whether or not a reduction or waiver of the MBE/WBE commitment goals of a particular contract is appropriate. If a bidder determines that it is unable to meet the MBE and/or WBE Contract-Specific Goals on a City of Chicago contract, a written request for the reduction or waiver of the commitment must be included in the bid or proposal.
The written request for reduction or waiver from the commitment must be in the form of a signed petition for grant of relief from the MBE/WBE percentages submitted on the bidder's letterhead, and must demonstrate that all required efforts as set forth in this document were taken to secure eligible Minority and Women Business Enterprises to meet the commitments. The Chief Procurement Officer or designee shall determine whether the request for the reduction or waiver will be granted.
A bidder will be considered responsive to the terms and conditions of these Regulations if, at the time of bid, it submits a waiver request and all supporting documentation that adequately addresses the conditions for waiver of MBE/WBE goals, including proof of notification to assist agencies except:
• Bidders responding to Request for Proposals (RFPs) who have been identified as a short listed
candidate and/or a prospective awardee will be given a designated time allowance, but no more than

M/WBE Special Conditions for Commodities & Services 03 29.2019

fourteen (14) calendar days to submit to the Department of Procurement Services complete documentation that adequately addresses the conditions for waiver described herein; and
• Bidders responding to Request for Information and or Qualifications (RFI/RFQs) deemed by the Chief Procurement Officer or authorized designee to be the most responsive and responsible shall submit documentation that adequately addresses the conditions for waiver described herein during negotiations.
Failure to submit documentation sufficient to support the waiver request will cause the bid/proposal to be found non-responsive by the Chief Procurement Officer, and the bid/proposal will be rejected. In such cases the remedies to be taken by the Chief Procurement Officer, in his or her discretion, may include, but are not limited to, forfeiture of bid deposit; negotiating with the next lowest bidder; or re-advertising the bid/proposal. All bidders must submit all required documents at the time of bid opening to expedite the contract award.
1.5.1. Direct Participation
Each of the following elements must be present in order to determine whether or not such a reduction or waiver is appropriate.
a. The bidder has documented the unsuccessful solicitation for either subcontractors or joint
venture partners of at least 50% (or at least five when there are more than eleven certified firms in the commodity area) of the appropriate certified MBE/WBE firms to perform any direct work identified or related to the advertised bid/proposal. Documentation must include but is not necessarily limited to:
1. A detailed statement of efforts to identify and select portions of work
identified in the bid solicitation for subcontracting to certified MBE/WBE firms;
2. A listing of all MBE/WBE firms contacted that includes:
o Name, address, telephone number and email of MBE/WBE firms solicited;
o Date and time of contact;
o Method of contact (written, telephone, transmittal of facsimile documents, email, etc.)
3. Copies of letters or any other evidence of mailing that substantiates outreach
to MBE/WBE vendors that includes:
o Project identification and location;
o Classification/commodity of work items for which quotations were sought;
o Date, item and location for acceptance of subcontractor bid proposals;
o Detailed statement which summarizes direct negotiations with appropriate MBE/WBE firms for specific portions of the work and indicates why negotiations were unsuccessful;
o Affirmation that Good Faith Efforts have been demonstrated by:
choosing subcontracting opportunities likely to achieve MBE/WBE goals; and
not imposing any limiting conditions which were not mandatory for all subcontractors; and



M/WBE Special Conditions for Commodities & Services 03.29.2019

providing notice of subcontracting opportunities to M/WBE firms and assist agencies at least five (5) business days in advance of the initial bid due date; and
documented efforts or actual commitment to the indirect participation of MBE/WBE firms.


OR

b. Subcontractor participation will be deemed excessively costly when the MBE/WBE subcontractor
proposal exceeds the average price quoted by more than twenty percent (20%). In order to establish that a subcontractor's quote is excessively costly, the bidder must provide the following information:
A detailed statement of the work identified for MBE/WBE participation for which the bidder asserts the MBE/WBE quote(s) were excessively costly (in excess of 20% higher).
o A listing of all potential subcontractors contacted for a quotation on that work item;
o Prices quoted for the subcontract in question by all such potential subcontractors for that work item.
Other documentation which demonstrates to the satisfaction of the Chief Procurement Officer that the MBE/WBE proposals are excessively costly, even though not in excess of 20% higher than the average price quoted. This determination will be based on factors that include, but are not limited to the following:
o The City's estimate for the work under a specific subcontract;
o The bidder's own estimate for the work under the subcontract;
o An average of the bona fide prices quoted for the subcontract;
o Demonstrated increase in other contract costs as a result of subcontracting to the M/WBE or other firm.
Assist Agency Participation in wavier/reduction requests
Every waiver and/or reduction request must include evidence that the bidder has provided timely notice of the need for subcontractors to an appropriate association/assist agency representative of the MBE/WBE business community. This notice must be given at least five (5) business days in advance of the initial bid due date.
The notice requirement of this Section will be satisfied if a bidder contacts at least one of the associations on Attachment A to these Regulations when the prime contractor seeks a waiver or reduction in the utilization goals. Attachment B to these Regulations provides the letter format that a prime contractor may use. Proof of notification prior to bid submittal (e.g. certified mail receipt or facsimile transmittal receipt) will be required to be submitted with the bid for any bid/proposal to be deemed responsive. If deemed appropriate, the Contract Compliance Officer may contact the assist agency for verification of notification.
Impracticability
If the Chief Procurement Officer determines that a lesser MBE and/or WBE percentage standard is appropriate with respect to a particular contract subject to competitive bidding prior to the bid solicitations for such contract, bid specifications shall include a statement of such revised standard.




M/WBE Special Conditions for Commodities & Services 03.29 2019

The requirements set forth in these Regulations (this subsection 1.5 "Regulations Governing Reductions to or Waiver of MBE/WBE Goals") shall not apply where the Chief Procurement Officer determines prior to the bid solicitations that MBE/WBE subcontractor participation is impracticable.
This may occur whenever the Chief Procurement Officer determines that for reasons of time, need, industry practices or standards not previously known by the Chief Procurement Officer, or such other extreme circumstances as may be deemed appropriate, such a Waiver is in the best interests of the City. This determination may be made in connection with a particular contract, whether before the contract is let for bid, during the bid or award process, before or during negotiation of the contract, or during the performance of the contract.
For all notifications required to be made by bidders, in situations where the Chief Procurement Officer has determined that time is of the essence, documented telephone contact may be substituted for letter contact.
1.6. Procedure to Determine Bid Compliance
A bid may be rejected as non-responsive if it fails to submit one or more of the following with its bid demonstrating its Good Faith Efforts to meet the Contract Specific Goals by reaching out to MBEs and WBEs to perform work on the contract:
An MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goals; and/or
A request for reduction or waiver of the Contract Specific Goals in accordance with Section 2-92-450 of the MCC.
In the case of a bid utilizing the "Bid Incentive to Encourage MBE and WBE Utilization" pursuant to MCC 2-92-525(b)(2), failure to submit an MBE/WBE compliance plan demonstrating how the bidder plans to meet the Contract Specific Goal to which the bidder has committed will not result in rejection of the bid, but the bidder may be found ineligible for the bid incentive.
Except as provided in MCC 2-92-525(b)(2), only compliance plans utilizing MBE and WBE firms that meet BOTH the Commercially Useful Function and Area of Specialty requirements will be counted toward the Contract Specific Goals.
The following Schedules and described documents constitute the bidder's MBE/WBE proposal, and must be submitted in accordance with the guidelines stated:
(1) Schedule C-l: Letter of Intent from MBE/WBE to Perform as Subcontractor, Supplier and/or Consultant.
The bidder must submit the appropriate Schedule C-l with the bid for each MBE and WBE included on the Schedule D-l. Suppliers must submit the Schedule C-l for Suppliers, first tier subcontractors must submit a Schedule C-l for Subcontractors to the Prime Contractor and second or lower tier subcontractors must submit a Schedule C-l for second tier Subcontractors. The City encourages subcontractors to utilize the electronic fillable format Schedule C-l, which is available at the Department of Procurement Services website, . Each Schedule C-l must be executed by each MBE and WBE and accurately detail the work to be performed by the MBE or WBE and the agreed upon rates/prices. Each Schedule C must also include a separate sheet as an attachment on which the MBE or WBE fully describes its proposed scope of work, including a description of the commercially useful function being performed by the MBE or WBE in its Area of Specialty. If a facsimile copy of the Schedule C-l has been submitted with the bid, an executed original Schedule C-l must be submitted by the bidder for each MBE and WBE included on the Schedule D-l within five business days after the date of the bid opening.
Failure to submit a completed Schedule C-l in accordance with this section shall entitle the City to deem the bid/proposal non-responsive and therefore reject the bid/proposal.


M/WBE Special Conditions for Commodities & Services 03 29.2019

Letters of Certification.
A copy of each proposed MBE/WBE firm's current Letter of Certification from the City of Chicago or Cook County Illinois, must be submitted with the bid/proposal. All Letters of Certification issued by the City of Chicago and Cook County include a statement of the MBE/WBE firm's Area of Specialty. The MBE/WBE firm's scope of work, as detailed by their Schedule C-l, must conform to their stated Area of Specialty. Letters of Certification for firms that the City or Cook County has found ineligible or has decertified will not be accepted.
Schedule B: Affidavit of Joint Venture, and Joint Venture Agreements (if applicable).
If the bidder's MBE/WBE proposal includes the participation of a MBE/WBE as joint venture on any tier (either as the bidder or as a subcontractor), the bidder must provide a copy of the joint venture agreement and a Schedule B along with all other requirements listed in Section 1.3, "Joint Ventures," above. In order to demonstrate the MBE/WBE partner's share in the ownership, control, management responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to: (1) contributions of capital and equipment; (2) work responsibilities or other performance to be undertaken by the MBE/WBE; and (3) the commitment of management, supervisory and operative personnel employed by the MBE/WBE to be dedicated to the performance of the contract. The joint venture agreement must also clearly define each partner's authority to contractually obligate the joint venture and each partner's authority to expend joint venture funds (e.g., check signing authority).
Schedule D-l: Required Schedules Regarding MBE/WBE Utilization
Bidders must submit, together with the bid, a completed Schedule D-l committing them to the utilization of each listed MBE/WBE firm. The City encourages bidders to utilize the electronic fillable format Schedule D-l, which is available at the Department of Procurement Services website, . Except in cases where the bidder has submitted a request for a complete waiver of or variance from the MBE/WBE commitment in accordance with Section 1.5 "Regulations Governing Reductions to or Waiver of MBE/WBE Goals" herein, the bidder must commit to the expenditure of a specific dollar amount of participation by each MBE/WBE firm included on their Schedule D-l. The total dollar commitment to proposed MBEs must at least equal the MBE goal, and the total dollar commitment to proposed WBEs must at least equal the WBE goal. Bidders are responsible for calculating the dollar equivalent of the MBE and WBE goals as percentages of their total base bids or in the case of Term Agreements, depends upon requirements agreements and blanket agreements, as percentages of the total estimated usage. All commitments made by the bidder's Schedule D-l must conform to those presented in the submitted Schedule C-l. If Schedule C-l is submitted after the opening, the bidder may submit a revised Schedule D-l (executed and notarized to conform with the Schedules C-l). Bidders shall not be permitted to add MBEs or WBEs after bid opening to meet the Contract Specific Goals, however, contractors are encouraged to add additional MBE/WBE vendors to their approved compliance plan during the performance of the contract when additional opportunities for participation are identified. Except in cases where substantial and documented justification is provided, bidders will not be allowed to reduce the dollar commitment made to any MBE or WBE in order to achieve conformity between the Schedules C-1 and D-l.
All commitments for loint venture agreements must be delineated in the Schedule B.
Application for Approval of Mentor Protege Agreement
Any applications for City approval of a Mentor Protege agreement must be included with the bid. If the application is not approved, the bidder must show that it has made good faith efforts to meet the contract specific goals.
1.7. Reporting Requirements During the Term of the Contract


M/WBE Special Conditions for Commodities & Services 03 29.2019

The Contractor will, not later than thirty (30) calendar days from the award of a contract by the City, execute formal contracts or purchase orders with the MBEs and WBEs included in their approved MBE/WBE Utilization Plan. These written agreements will be made available to the Chief Procurement Officer upon request.
The Contractor will be responsible for reporting payments to all subcontractors on a monthly basis in the form of an electronic report. Upon the first payment issued by the City of Chicago to the contractor for services performed, on the first day of each month and every month thereafter, email and or fax audit notifications will be sent out to the Contractor with instructions to report payments that have been made in the prior month to each subcontractor. The reporting of payments to all subcontractors must be entered into the Certification and Compliance Monitoring System (C2), or whatever reporting system is currently in place, on or before the fifteenth (15th) day of each month.
Once the prime Contractor has reported payments made to each subcontractor, including zero / dollar amount payments, the subcontractor will receive an email and or fax notification requesting them to log into the system and confirm payments received. All monthly confirmations must be reported on or before the 20th day of each month. Contractor and subcontractor reporting to the C2 system must be completed by the 25th of each month or payments may be withheld.
All subcontract agreements between the contractor and MBE/WBE firms or any first tier non-certified firm and lower tier MBE/WBE firms must contain language requiring the MBE/WBE to respond to email and/or fax notifications from the City of Chicago requiring them to report payments received for the prime or the non-certified firm.
Access to the Certification and Compliance Monitoring System (C2), which is a web based reporting system, can be found at:
The Chief Procurement Officer or any party designated by the Chief Procurement Officer, shall have access to the contractor's books and records, including without limitation payroll records, tax returns and records and books of account, to determine the contractor's compliance with its commitment to MBE and WBE participation and the status of any MBE or WBE performing any portion of the contract. This provision shall be in addition to, and not a substitute for, any other provision allowing inspection of the contractor's records by any officer or official of the City for any purpose.
The Contractor shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs, retaining these records for a period of at least five years after project closeout. Full access to these records shall be granted to City, federal or state authorities or other authorized persons.
1.8. Changes to Compliance Plan
1.8.1. Permissible Basis for Change Required
No changes to the Compliance Plan or contractual MBE and WBE commitments or substitution of MBE or WBE subcontractors may be made without the prior written approval of the Contract Compliance Officer. Unauthorized changes or substitutions, including performing the work designated for a subcontractor with the contractor's own forces, shall be a violation of these Special Conditions and a breach of the contract with the City, and may cause termination of the executed Contract for breach, and/or subject the bidder or contractor to contract remedies or other sanctions. The facts supporting the request for changes must not have been known nor reasonably could have been known by the parties prior to entering into the subcontract. Bid shopping is prohibited. The bidder or contractor must negotiate with the subcontractor to resolve the problem. If requested by either party, the Department of Procurement Services shall facilitate such a meeting. Where there has been a mistake or disagreement about the scope of work, the MBE or WBE can be substituted only where an agreement cannot be reached for a reasonable price for the correct scope of work.

M/WBE Special Conditions for Commodities & Services 03 29.2019

Substitutions of a MBE or WBE subcontractor shall be permitted only on the following basis:
Unavailability after receipt of reasonable notice to proceed;
Failure of performance;
Financial incapacity;
Refusal by the subcontractor to honor the bid or proposal price or scope;
Mistake of fact or law about the elements of the scope of work of a solicitation where a reasonable price cannot be agreed;
Failure of the subcontractor to meet insurance, licensing or bonding requirements;
The subcontractor's withdrawal of its bid or proposal; or
De-certification of the subcontractor as a MBE or WBE (graduation from the MBE/WBE program does not constitute de-certification).
i) Termination of a Mentor Protege Agreement.
1.8.2. Procedure for Requesting Approval
If it becomes necessary to substitute a MBE or WBE or otherwise change the Compliance Plan, the procedure will be as follows:
The bidder or contractor must notify the Contract Compliance Officer and Chief Procurement Officer in writing of the request to substitute a MBE or WBE or otherwise change the Compliance Plan. The request must state specific reasons for the substitution or change. A letter from the MBE or WBE to be substituted or affected by the change stating that it cannot perform on the contract or that it agrees with the change in its scope of work must be submitted with the request.
The City will approve or deny a request for substitution or other change within 15 business days of receipt of the written request.
Where the bidder or contractor has established the basis for the substitution to the satisfaction of the Chief Procurement Officer, it must make Good Faith Efforts to meet the Contract Specific Goal by substituting a MBE or WBE subcontractor. Documentation of a replacement MBE or WBE, or of Good Faith Efforts, must meet the requirements in section 5. If the MBE or WBE Contract Specific Goal cannot be reached and Good Faith Efforts have been made, as determined by the Chief Procurement Officer, the bidder or contractor may substitute with a non-MBE or non-WBE.
If a bidder or contractor plans to hire a subcontractor for any scope of work that was not previously disclosed in the Compliance Plan, the bidder or contractor must obtain the approval of the Chief Procurement Officer to modify the Compliance Plan and must make Good Faith Efforts to ensure that MBEs or WBEs have a fair opportunity to bid on the new scope of work.
A new subcontract must be executed and submitted to the Contract Compliance Officer within five business days of the bidder's or contractor's receipt of City approval for the substitution or other change.
The City shall not be required to approve extra payment for escalated costs incurred by the contractor when a substitution of subcontractors becomes necessary to comply with MBE/WBE contract requirements.
1.9. Non-Compliance and Damages
Without limitation, the following shall constitute a material breach of this contract and entitle the City to declare a default, terminate the contract, and exercise those remedies provided for in the contract, at law or in equity: (1) failure to demonstrate Good Faith Efforts, except in the case of a contract where a bid incentive

M/WBE Special Conditions for Commodities & Services 03.29.2019

under MCC 2-92-525 was taken into consideration in the award; and (2) disqualification as a MBE or WBE of the contractor or any joint venture partner, subcontractor or supplier if its status as an MBE or WBE was a factor in the award of the contract and such status was misrepresented by the contractor.
Payments due to the contractor may be withheld until corrective action is taken.
Pursuant to MCC 2-92-445 or 2-92-740, as applicable, remedies or sanctions may include a penalty in the amount of the discrepancy between the amount of the commitment in the Compliance Plan, as such amount may be amended through change orders or otherwise over the term of the contract, and the amount paid to MBEs or WBEs, and disqualification from contracting or subcontracting on additional City contracts for up to three years. The consequences provided herein shall be in addition to any other criminal or civil liability to which such entities may be subject.
The contractor shall have the right to protest the final determination of non-compliance and the imposition of any penalty by the Chief Procurement Officer pursuant to MCC 2-92-445 or 2-92-740, within 15 business days of the final determination.
In the case of a in the case of a contract for which a bid incentive under MCC 2-92-525 was taken into consideration in the award, any contractor that has failed to retain the percentage of MBE or WBE subcontractor committed to in order for the bid incentive to be allocated will be fined an amount equal to three times the amount of the bid incentive allocated, unless the contractor can demonstrate that due to circumstances beyond the contractor's control, the contractor for good cause was unable to retain the percentage of MBE or WBE subcontractors throughout the duration of the contract period.
1.10. Arbitration
In the event a contractor has not complied with the contractual MBE/WBE percentages in its Schedule D, underutilization of MBEs/WBEs shall entitle the affected MBE/WBE to recover from the contractor damages suffered by such entity as a result of being underutilized; provided, however, that this provision shall not apply to the extent such underutilization occurs pursuant to a waiver or substitution approved by the City. The Ordinance and contracts subject thereto provide that any disputes between the contractor and such affected MBEs/WBEs regarding damages shall be resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorney's fees, being recoverable by a prevailing MBE/WBE in accordance with these regulations. This provision is intended for the benefit of any MBE/WBE affected by underutilization and grants such entity specific third party beneficiary rights. Any rights conferred by this regulation are non-waivable and take precedence over any agreement to the contrary, including but not limited to those contained in a subcontract, suborder, or communicated orally between a contractor and a MBE/WBE.
An MBE/WBE desiring to arbitrate shall contact the contractor in writing to initiate the arbitrative process. Except as otherwise agreed to in writing by the affected parties subject to the limitation contained in the last sentence of the previous paragraph, within ten (10) calendar days of the contractor receiving notification of the intent to arbitrate from the MBE/WBE the above-described disputes shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), a not-for-profit agency, with an office at 225 North Michigan Avenue, Suite 2527, Chicago, Illinois 60601-7601 [Phone: (312) 616-6560; Fax: (312) 819-0404]. All such arbitrations shall be initiated by the MBE/WBE filing a demand for arbitration with the AAA; shall be conducted by the AAA; and held in Chicago, Illinois.
All arbitration fees are to be paid pro rata by the parties, however, that the arbitrator is authorized to award reasonable expenses, including attorney and arbitrator fees, as damages to a prevailing MBE/WBE.
The MBE/WBE must send the City a copy of the Demand for Arbitration within ten (10) calendar days after it is filed with the AAA. The MBE/WBE also must send the City a copy of the decision of the arbitrator within ten (10) calendar days of receiving such decision. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

M/WBE Special Conditions for Commodities & Services 03.29 2019

Equal Employment Opportunity
Compliance with MBE and WBE requirements will not diminish or supplant equal employment opportun and civil rights provisions as required by law.
Attachments and Schedules
The following attachments and schedules follow, they may also be downloaded from the Internet at:
Attachment A: Assist Agencies
Attachment B: Sample Format for Requesting Assist Agency Comments on Bidder's Request for Reduction or Waiver of MBE/WBE Goals
Schedule B: Affidavit of Joint Venture (MBE/WBE)
Schedule C-l: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant
Schedule D-l: Compliance Plan Regarding MBE/WBE Utilization




































M/WBE Special Conditions for Commodities & Services 03.29 2019


CHI DPS
CITY OF CHICAGO ASSIST AGENCY LIST
Department of Procurement Services

Assist Agencies are comprised of not-for-profit agencies and/or chamber of commerce agencies that represent the interest of small, minority and/or women owned businesses.
51st Street Business Association *
220 E. 51st Street Chicago, IL 60615 773-285-3401 773-285-3407
the51ststreetbusinessassociation@yahoo.com , www.51stStreetChicago.com , Maintains list of certified firms Yes
Provides training for businesses: Yes
' Angel of God Resource Center, Inc. *
14527 S. Halsted : Riverdale, IL 60827 : 708-392-9323
708-880-0121 I info.aogrc@gmaiil.com
www.angelofgodresourcecenter.org
Maintains list of certified firms: Yes i Provides training for businesses: Yes
, Association of Asian Construction Enterprises (AACE) *
712 W. Root Street
Chicago, IL 60609
312-595-2010 I admin@aacechicago.com
www.aacechicago.com
Maintains list of certified firms: Yes ] Provides training for businesses: No
; Better Business Bureau of Chicago/Northern Illinois
I 330 N Wabash, Suite 3120 Chicago, IL 60611 312 832-0500 tjohnson@chicago.bbb.org www.bbb.org/chicago Maintains list of certified firms: Yes Provides training for businesses- Yes
African American Contractors Association - AACA *
P.O. Box #19670
Chicago, IL 60619
312-915-5960
aacanatlassoc@gmail.com
www.aacanatl.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

AeroStar Avion Institute
18270 Anthony Avenue Country Club Hills, IL 60478 312 883-6386 www.avioninstitute.org
aai@avioninstitute.ora/tholmes@aerostarcorp.com Maintains list of certified firms: Yes Provides training for businesses: Yes

Austin African American Business Networking Assoc.
5820 W. Chicago Ave. Chicago, IL 60651 773-626-4497 info@aaabna.org www.aaabna.org
Maintains list of certified firms: No Provides training for businesses: Yes

JL
Black Contractors Owners and Executives
7811 S. Stony Island Ave.
Chicago, IL 60649
773-346-5658
773-346-5659
admin@bcoechicago.org
www.bcoechicago.org
Maintains list of certified firms: No
Provides training for businesses: No

Black Contractors United *
12000 S. Marshfield Ave. Calumet Park, IL 60827 708-389-5730 708-389-5735
www.blackcontractorsunited com Maintains list of certified firms: Yes Provides training for businesses: Yes
BOP Project 5000 NFP
644 E. 79lh Street
Chicago, IL 60619
773-891-5939
773-304-1903
bopbizcenter@qmail com
Maintains list of certified firms' Yes
Provides training for businesses' Yes







Prime Contractors should contact agency with subcontracting opportunities to conned certified firms.

Business Leadership Council
230 W. Monroe Street, Ste 2650 Chicago, IL 60606 312-628-7844 312-628-7846
Avis.l@businessleadershipcouncil.org www.businessleadershipcouncil.org Maintains list of certified firms: Yes Provides training for businesses: No
Chatham Business Association Small Business Dev.
800 E. 78,b Street
Chicago, IL 60619
773-994-5006
773-855-8905
admin@cbaworks.org
www.cbaworks.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

Chicago Minority Supplier Development Council Inc.
216 West Jackson Blvd Suite 600
Chicago, IL 60606
312-755-8880
312-755-8890 Fax
info@chicaaomsdc.org
www.chicagomsdc.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes
Chicago Urban League
4510 S. Michigan Ave.
Chicago, IL 60653
773-285-5800
jjohnson@chiul.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

Chicago Women in Trades (CWIT)
2444 W. 16th Street Chicago, IL 60608 312-942-1444
Jayne Vellinga, Executive Director jvellinga@cwit2.org www.chicagowomenintrades2.org Maintains list of certified firms: No Provides training for businesses: Yes
Contractor Advisors Business Development Corp.
1507 E. 53rd Street, Suite 906 Chicago, IL. 60615 312-436-0301
info@contractoradvisors.us www.contractoradvisors.us Maintains list of certified firms: Yes Provides training for businesses: Yes

Cosmopolitan Chamber of Commerce
1631 S. Michigan Avenue Unit 101 Chicago, IL. 60616 312-971-9594
eroper@cosmochamber.org www.cosmochamber.org Maintains list of certified firms: Yes Provides training for businesses: Yes
Council of Black Architecture and Engineering Companies (Formally NOME)*
1 South Wacker, Suite 2650 Chicago, IL 60606 312-960-1239
msutton@infrastructure-ena.com Maintains list of certified firms: Yes Provides training for businesses: Yes

Do For Self Community Development Co.
8659 S. Ingleside Ave.,
Chicago, IL 60619
773-356-7661
dennis@doforself.org
www.doforself.orQ
Maintains list of certified firms: No
Provides training for businesses: Yes
Elite Service Disabled Veteran Owned Business Network
420 Lake Cook Rd, Ste 104
Deerfield, IL 60015
847-453-8890
jscifers@scigon com
www.elitesdvob org
Maintains list of certified firms: Yes
Provides training for businesses Yes

Far South Community Development Corporation
837 W. 115lh Street
Chicago, IL 60643
773 831-7107
773 380-0109
crvstal@farsouthcdc org
www.farsouthcdc.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes
JL
Federation of Women Contractors
4210 W.Irving Park Road,
Chicago, IL 60641
312-360-1122
info@fwcchicago.com
www fwcchicago com
Maintains list of certified firms: Yes
Provides training for businesses: No





Prime Contractors should contact agency with subcontracting opportunities to connect certified firms.

Fresh Start Home Community Development Corp.
5168 S. Michigan Avenue, 4N
Chicago, IL 60615
773-312-3797
855-270-4175
lnfo@FreshStar1Now.us
www.FreshStartNow.us
Maintains list of certified firms: Yes
Provides training for businesses: Yes
Hispanic American Construction Industry Association (HACIA) *
650 W. Lake St., Unit 415
Chicago, IL 60661
312-575-0389
312-575-0389
perez@haciaworks.org
www.haciaworks.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes
Illinois Black Chamber of Commerce Corporation
875 N. Michigan Avenue, Suite 3100 Chicago, Illinois 60610 312 794-7765
siri.hibbler@illinoisblackchamberofcommerce com www.illinoisblackchamberofcommerce.com Maintains list of certified firms: Yes Provides training for businesses: Yes
Greater Southwest Development Corporation
2601 W. 63rd Street Chicago, IL 60629 773-362-3373
c.james@greatersouthwest.org www.greatersouthwest.org Maintains list of certified firms: Yes Provides training for businesses. Yes

HIRE360
2301 S Lake Shore Drive, Lakeside Center Chicago, IL 60616 312 575-2500
info@HIRE360Chicago.com www.HIRE360Chicaqo.com Maintains list of certified firms: Yes Provides training for businesses: Yes


III inois Hispanic Chamber of Commerce *
222 Merchandise Mart Plaza, Suite 1212 c/o 1871
Chicago, IL 60654
312-425-9500
info@ihccbusiness.net
www.ihccbusiness.net
Maintains list of certified firms: Yes
Provides training for businesses: Yes

Illinois State Black Chamber of Commerce
411 Hamilton Blvd., Suite 1404 Peoria, Illinois 61602 309-740-4430 309-672-1379 finance@ILBCC.oro www.ilbcc.org ¦
Maintains list of certified firms: Yes Provides training for businesses: Yes

LGBT Chamber of Commerce of Illinois *
3179 N.Clark St., 2nd Floor Chicago, IL 60657 773-303-0167 773-303-0168 admin@lgbtcc.com www lobtcc.com
Maintains list of certified firms: Yes Provides training for businesses: Yes
NDIGO Foundation
329 W. 18,h Street, Ste 613 Chicago, IL 60616 312-264-6272 hhartman@ndigo.com www.ndigo corn
Maintains list of certified firms' No Provides training for businesses' Yes
JLM Business Development Center*
2622 W. Jackson Boulevard
Chicago, IL 60612
773-826-3064
773-359-4021 Fax
Iady930@prodigy.net
www.jlmcenter.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

Native American Chamber of Commerce of Illinois
100 N. Riverside Plaza, Suite 1670 Chicago, IL 60606 630-926-1700 info@nacc-il.org www.nacc-il org
Maintains list of certified firms: Yes Provides training for businesses: Yes


Rainbow/PUSH Coalition *
930 E. 50,h Street
Chicago, IL 60615
773-255-9067
773-256-2768
jmitchell@rainbowpush. org
www.rainbowpush org
Maintains list of certified firms: Yes
Provides training for businesses' Yes


Prime Contractors should contact agency with subcontracting opportunities to connect certified firms.

Revolution Workshop
341 Ow. Lake Street Chicago, IL 60624 773-934-3014
mrodriguez@revolutionworkshop.org www.revolutionworkshop.org Maintains list of certified firms: No Provides training for businesses: Yes
South Shore Chamber, Inc.
1750 E. 7151 Street Chicago, IL 60649-2000 773-955- 9508 773-955-9554
info@southshorechamberinc.org www.southshorechamberinc.org Maintains list of certified firms: Yes Provides training for businesses: Yes

Sustainable Options for Urban Living, Inc. (SOUL)
11603 S. Throop Street Chicago, IL 60643 773-250-1770 Ext 702 773 250-1770 Cvndi@soul-program.com www.soul-program.com Maintains list of certified firms: Yes Provides training for businesses: Yes
RTW Veteran Center *
7415 E. End, Suite 120
Chicago, IL 60649
800-974-2808
866-873-2494 Fax
rtwvetcenter@yahoo.com
www.rtwvetcenter.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

The Monroe Foundation
1547 South Wolf Road Hillside, Illinois 60162 773-315-9720
omonroe@themonroefoundation.org www.themonroefoundation.org Maintains list of certified firms: No Provides training for businesses: Yes
Turn 2 Growth
15475 S. Park
South Holland, IL 60473
708-913-4700
info@turn2growth.org
www.turn2growth.org
Maintains list of certified firms: Yes
Provides training for businesses: Yes

US Minority Contractors Association, Inc.
1250 S. Grove Ave. Suite 200 Barrington, IL 60010 847-352-5010 847-382-1787
larrvbullock@usminoritycontractors.org www.USMinoritvContractors.org Maintains list of certified firms: Yes Provides training for businesses: Yes
Women's Business Development Center :
8 S. Michigan Ave., Suite 400 Chicago, IL 60603 312-853-3477x220 312-853-0145 edimenco@wbdc org www.wbdc.oro
Maintains list of certified firms: Yes Provides training for businesses: Yes
Women Construction Owners & Executives (WCOE) *
Chicago Caucus
308 Circle Avenue
Forest Park, IL 60130
708-366-1250
mkm@mkmservices.com
www.wcoeusa.org
Maintains list of certified firms: Yes
Provides training for businesses: No












* Prime Contractors should contact agency with subcontracting opportunities to connect certified firms

Attachment B - Sample Format for Requesting Assist Agency Comments on Bidder's Request for Reduction or Waiver of MBE/WBE Goals
On Bidder/Proposer's Letterhead - SEND TO THE ASSIST AGENCIES - DO NOT SEND TO THE CITY
RETURN RECEIPT REQUESTED (Date)
Specification No.: (Specification Number} Project Description: (PROJECT DESCRIPTION)


(Assist Agency Name and Address - SEND TO THE ASSIST AGENCIES - DO NOT SEND TO THE CITY)

Dear :

(Bidder/Proposer) intends to submit a bid/proposal in response to the above referenced
specification with the City of Chicago. Bids are due advertised specification with the City of Chicago.

The following areas have been identified for subcontracting opportunities on both a direct and indirect basis:






Our efforts to identify potential subcontractors have not been successful in order to meet the Disadvantaged/ Minority/Women Business Enterprise contract goal. Due to the inability to identify an appropriate DBE/MBE/WBE firm certified by the City of Chicago to participate as a subcontractor or joint venture partner, a request for the waiver of the contract goals will be submitted. If you are aware of such a firm, please contact

Name of Company Representative at Address/Phone
within (10) ten business days of receipt of this letter.
Under the City of Chicago's MBE/WBE/DBE Ordinance, your agency is entitled to comment upon this waiver request to the City of Chicago. Written comments may be directed within ten (10) working days of your receipt of this letter to:
Monica Jimenez, Deputy Procurement Officer Department of Procurement Services City of Chicago
121 North La Salle Street, Room 806 Chicago, Illinois 60602

If you wish to discuss this matter, please contact the undersigned at .

Sincerely,




M/WBE Special Conditions for Commodities & Services 03.29 2019

Schedule B - Affidavit of Joint Venture


SCHEDULE B: Affidavit of Joint Venture (MBE/WBE)

This form need not be submitted if all joint venturers are MBEs and/or WBEs In such a case, however, a written joint venture agreement among the MBE and WBE venturers must be submitted. In all proposed joint ventures, each MBE and/or WBE venturer must submit a copy of their current Letter of Certification.
All Information Requested by this Schedule must Be Answered in the Spaces Provided. Do Not Refer to Your Joint Venture Agreement Except to Expand on Answers Provided on this Form. If Additional Space Is Required, Additional Sheets May Be Attached.
I Name of joint venture:
Address of joint venture:
Phone number of joint venture:
II. Identify each non-MBEAA/BE venturer(s):
Name of Firm:
Address:
Phone:
Contact person for matters concerning MBE/WBE compliance.
III Identify each MBEAA/BE venturers-
Name of Firm:
Address:
Phone:
Contact person for matters concerning MBEAA/BE compliance
IV. Describe the role(s) of the MBE and/or WBE venturer(s) in the joint venture:



V Attach a copy of the joint venture agreement. In order to demonstrate the MBE and/or WBE venturer's share in the ownership, control, management responsibilities, risks and profits of the joint venture, the proposed joint venture agreement must include specific details related to' (1) the contributions of capital and equipment; (2) work items to be performed by the MBEAA/BE's own forces; (3) work items to be performed under the supervision of the MBE/WBE venturer; and (4) the commitment of management, supervisory and operative personnel employed by the MBEAA/BE to be dedicated to the performance of the project.
VI. Ownership of the Joint Venture
A. What are the percentage(s) of MBEAA/BE ownership of the joint venture?
MBEAA/BE ownership percentage(s)
Non-MBEAA/BE ownership percentage(s)
B Specify MBEAA/BE percentages for each of the following (provide narrative descriptions and other detail as applicable):
Profit and loss sharing:
Capital contributions:
(a) Dollar amounts of initial contribution.
Page 1 of 5







M/WBE Special Conditions for Commodities & Services 03 29.2019

Schedule B: Affidavit of Joint Venture (MBE/WBE)


(b) Dollar amounts of anticipated on-going contributions

3. Contributions of equipment (Specify types, quality and quantities of equipment to be provided by each
venturer):



4. Other applicable ownership interests, including ownership options or other agreements which restrict or
limit ownership and/or control:
Provide copies of ajl written agreements between venturers concerning this project.
Identify each current City of Chicago contract (and each contract completed during the past two (2) years) by a joint venture of two or more firms participating in this joint venture:



VII. Control of and Participation in the Joint Venture. Identify by name and firm those individuals who are, or will be, responsible for, and have the authority to engage in the following management functions and policy decisions. (Indicate any limitations to their authority such as dollar limits and co-signatory requirements):
A Joint venture check signing:



B. Authority to enter contracts on behalf of the joint venture:



C Signing, co-signing and/or collateralizing loans:



D Acquisition of lines of credit.

Page 2 of 5








M/WBE Special Conditions for Commodities & Services 03.29 2019

Schedule B: Affidavit of Joint Venture (MBE/WBE)


E. Acquisition and indemnification of payment and performance bonds'



F. Negotiating and signing labor agreements:



G. Management of contract performance. (Identify by name and firm only):
1 Supervision of field operations:
2. Major purchases
3 Estimating:.
4. Engineering:,

VIII. Financial Controls of joint venture:
A. Which firm and/or individual will be responsible for keeping the books of account?

B Identify the managing partner, if any, and describe the means and measure of their compensation



C What authority does each venturer have to commit or obligate the other to insurance and bonding companies, financing institutions, suppliers, subcontractors, and/or other parties participating in the performance of this contract or the work of this project?



IX. State the approximate number of operative personnel (by trade) needed to perform the joint venture's work under this contract. Indicate whether they will be employees of the non-MBEAA/BE firm, the MBEAA/BE firm, or the joint venture.




Page 3 of 5








M/WBE Special Conditions for Commodities & ServicesV3.29.2019

Schedule B: Affidavit of Joint Venture (MBE/WBE)

Trade Non-MBEAA/BE Firm (Number) MBEAA/BE (Number) Joint Venture (Number)








If any personnel proposed for this project will be employees of the joint venture.
A. Are any proposed joint venture employees currently employed by either venturer?
Currently employed by non-MBEAA/BE (number) Employed by MBEAA/BE
B Identify by name and firm the individual who will be responsible for hiring joint venture employees

C. Which venturer will be responsible for the preparation of joint venture payrolls

X. Please state any material facts of additional information pertinent to the control and structure of this joint venture
















Page 4 of 5








M/WBE Special Conditions for Commodities & Services 03 29.2019

Schedule B: Affidavit of Joint Venture (MBE/WBE)

The undersigned affirms that the foregoing statements are correct and include all material information necessary to identify and explain the terms and operations of our joint venture and the intended participation of each venturer in the undertaking. Further, the undersigned covenant and agree to provide to the City current, complete and accurate information regarding actual joint venture work and the payment therefore, and any proposed changes in any provision of the joint venture agreement, and to permit the audit and examination of the books, records and files of the joint venture, or those of each venturer relevant to the joint venture by authorized representatives of the City or the Federal funding agency.
Any material misrepresentation will be grounds for terminating any contract which may be awarded and for initiating action under federal or state laws concerning false statements.
Note. If, after filing this Schedule B and before the completion on the joint venture's work on the project, there is any change in the information submitted, the joint venture must inform the City of Chicago, either directly or through the prime contractor if the joint venture is a subcontractor.

Name of MBE/WBE Partner Firm Name of Non-MBEAA/BE Partner
Firm

Signature of Affiant Signature of Affiant

Name and Title of Affiant Name and Title of Affiant

Date Date

On this day of , 20 , the above-signed officers

(names of affiants)
personally appeared and, known to me be the persons described in the foregoing Affidavit, acknowledged that they executed the same in the capacity therein stated and for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.


Signature of Notary Public
My Commission Expires.
(SEAL) Page 5 of 5







M/WBE Special Conditions for Commodities & Services 03.29.201S!
Schedule C-l: Letter of Intent From MBE/WBE To Perform As Subcontractor, Supplier and/or Consultant

SCHEDULE C-1
MBEAA/BE Letter of Intent to Perform as a Subcontractor, Supplier, or Consultant
FOR
NON-CONSTRUCTION PROJECTS ONLY
Project Name_
From
To
_and the City of Chicago
(Name of Prime Contractor)
The MBE or WBE status of the undersigned is confirmed by the attached City of Chicago or Cook County. Illinois Certification Letter 100% MBE or WBE participation is credited for the use of a MBE or WBE "manufacturer" 60% participation is credited for the use of a MBE or WBE 'Tegular dealer:'
The undersigned is prepared to perform the following services in connection with the above-named project/contract If more space is required to fully describe the MBE or WBE proposed scope of work and/or payment schedule, including a description of the commercially useful function being performed Attach additional sheets as necessary


The above described performance is offered for the following price and described terms of payment


The undersigned will enter into a formal written agreement for the above work with you as a Prime Contractor, conditioned upon your execution of a contract with the City of Chicago, within three (3) business days of your receipt of a signed contract rrom the City of Chicago
SUB-SUBCONTRACTING LEVELS
A zero (0) must be shown in each blank if the MBE or WBE will not be subcontracting any of the work listed or attached to this schedule
% of the dollar value of the MBE or WBE subcontract that will be subcontracted to non MBEAA/BE contractors
% of the dollar value of the MBE or WBE subcontract that will be subcontracted to MBE or WBE contractors
NOTICE: If any of the MBE or WBE scope of work will be subcontracted, list the name of the vendor and attach a brief explanation, description and pay item number of the work that will be subcontracted. MBE/WBE credit will not be given for work subcontracted to Non-MBE/WBE contractors, except for as allowed in the Special Conditions Regarding Minority Business Enterprise Commitment and Women Business Enterprise Commitment.
One or more owners or principals of the Prime Contractor ( ) does / ( ) does not have an ownership interest in the
undersigned Provide names of such individuals and their respective ownership percentages, or indicate ' none" Attach
additional sheets if necessary
The undersigned has entered into a formal written mentor protege agreement as a subcontractor/protege with you as a Prime Contractor/mentor ( ) Yes ( ) No
NOTICE: THIS SCHEDULE AND ATTACHMENTS REQUIRE ORIGINAL SIGNATURES.

(.signature ot I'resident/Owner/LbU or Authorized Agent of Mbb/WBh} (Uate)
(Name;Iitle-Hlease Print) (hmail & Hnone Number)
05/20 IS Pagt- I of ;





M/WBE Special Conditions for Commodities & Services 03 29.2019

Schedule D-l: Affidavit of Implementation of MBE/WBE Goals and Participation Plan

FOR
SCHEDULE D-1 NON-CONSTRUCTION
Compliance Plan Regarding MBEAABE Utilization PROJECTS ONLY
Affidavit of Prime Contractor I
MUST BE SUBMITTED WITH THE BID. FAILURE TO SUBMIT THE SCHEDULE D-1 WILL CAUSE THE BID TO BE REJECTED. DUPLICATE AS NEEDED.
Project Name
Specification No
In connection with the above captioned contract, I HEREBY DECLARE AND AFFIRM that I am a duly authorized
representative of
(Name of Prime Consultant/Contractor)
and that I have personally reviewed the material and facts set forth herein describing our proposed plan to achieve the MBEAA/BE goals of this contract
All MBEAA/BE firms included in this plan have been certified as such by the City of Chicago and/or Cook County, Illinois (Letters of Certification Attached)
I. Direct Participation of MBE/WBE Firms:

NOTE: The bidder/proposer shall, in determining the manner of MBE/WBE participation, first consider involvement with MBEAA/BE firms as joint venture partners, subcontractors, and suppliers of goods and services directly related to the performance of this contract
A If bidder/proposer is a joint venture and one or more joint venture partners are certified MBEs or WBEs, attach copies of Letters of Certification, Schedule B form and a copy of Joint Venture Agreement clearly describing the role of each MBEAA/BE firm(s) and its ownership interest in the joint venture
B. Complete this section for each MBE/WBE Subcontractor/Supplier/Consultant participating on this contract
Na me of M BEAA/BE
Address
Contact Person
Phone Number
Dollar Value of Participation S
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add! Percentage Claimed 1 %
Total Participation %
Name of MBE/WBE
Address
Contact Person

1 The Prime Contractor may claim an additional 0 5 percent participation credit (up to a maximum of five (5) percent) for every one (1) percent of the value of the contract perfoimed by the MBEAA/BE protege firm




M/WBE Special Conditions for Commodities & Services 03 29.2019

Schedule D-1: Prime Contractor Affidavit-MBE/WBE Compliance Plan
Phone Number
Dollar Value of Participation S
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Name of MBEAA/BE
Address
Contact Person
Phone Number
Dollar Value of Participation $
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Name of MBEAA/BE.
Address
Contact Person
Phone Number
Dollar Value of Participation S
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
5. Attach Additional Sheets as Needed
II. Indirect Participation of MBE/WBE Firms
NOTE: This section need not be completed if the MBE/WBE goals have been met through the direct participation outlined in Section I If the MBEAA/BE goals have not been met through direct participation, Contractor is required to demonstrate Good Faith Efforts pursuant to the MBEAA/BE Special Conditions in a request for a waiver or reduction of MBEAA/BE goals Indirect participation may be considered as part of such Good Faith Efforts in support of the requested waiver or reduction
MBE/WBE Subcontractors/Suppliers/Consultants proposed to perform work or supply goods or services where such performance does not directly relate to the performance of this contract
1. Na me of M BEAA/BE
Address
Contact Person







M/WBE Special Conditions for Commodities & Services 03 29 2019 28

Schedule D-1: Prime Contractor Affidavit-MBE/WBE Compliance Plan
Phone Number
Dollar Value of Participation $
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Name of MBE/WBE
Address
Contact Person
Phone Number
Dollar Value of Participation S
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Na me of M BE/WBE
Address
Contact Person
Phone Number
Dollar Value of Participation $
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Name of MBE/WBE
Address
Contact Person
Phone Number '
Dollar Value of Participation S
Percentage of Participation %
Mentor Protege Agreement (attach executed copy) ( ) Yes ( ) No Add'l Percentage Claimed %
Total Participation %
Attach Additional Sheets as Needed







M/WBE Special Conditions for Commodities & Services 03.29 2019

Schedule D-1: Prime Contractor Affidavit-MBE/WBE Compliance Plan III. Summary of MBEWBE Proposal A. MBE Proposal (Direct & Indirect)
1 MBE Direct Participation

MBE Firm Name Dollar Amount Participation ($) Percent Amount Participation (%)



Total Direct MBE Participation

2 MBE Indirect Participation

MBE Firm Name Dollar Amount Participation ($) Percent Amount Participation (%)



Total Indirect MBE Participation
B. WBE Proposal (Direct & Indirect)
1. WBE Direct Participation

WBE Firm Name Dollar Amount Participation ($) Percent Amount Participation (%)



Total Direct WBE Participation
2. WBE Indirect Participation

WBE Firm Name Dollar Amount Participation (S) Percent Amount Participation (%)



Total Indirect WBE Participation


"age 4 ol 5






M/WBE Special Conditions for Commodities & Services 03 29.2019

Schedule D-1: Prime Contractor Affidavit-MBE/WBE Compliance Plan

The Prime Contractor designates the following person as its MBEAA/BE Liaison Officer:

(Name- Please Print or Type) (Phone)
One or more owners or principals of the Prime Contractor ( ) does / ( ) does not have an ownership interest in any MBE or WBE listed in this Schedule D Provide names of such individuals and their respective ownership percentages, and identify the MBEAA/BE firms in which such ownership is held, or indicate 'none " Add additional sheets if necessary




I DO SOLEMNLY DECLARE AND AFFIRM UNDER PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT, THAT NO MATERIAL FACTS HAVE BEEN OMITTED, AND THAT I AM AUTHORIZED ON BEHALF OF THE PRIME CONTRACTOR TO MAKE THIS AFFIDAVIT.


(Name of Prime Contractor - Print or Type) State of

County of _
(Signature)


(Name/Title of Affiant - Print or Type)


(Date)
On this day of , 20 , the above signed officer _
(Name of Affiant)
personally appeared and, known by me to be the person described in the foregoing Affidavit, acknowledged that (s)he executed the same in the capacity stated therein and for the purposes therein contained
IN WITNESS WHEREOF, I hereunto set my hand and seal


(Notary Public Signature)



SEAL
Commission Expnes









M/WBE Special Conditions for Commodities & Services 03.29.2019

M/WBE Special Condition for Commodities & Servi

EXHIBIT 8 - ECONOMIC DISCLOSURE STATEMENT
















































73

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS # 157469

SECTION I - GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
Shift Transit LLC Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
the Applicant
Business address of the Disclosing Party:
1640 West Hubbard Street, Unit A Chicago, IL 60622 United States
Telephone:
917-453-3765 Fax:
Email:
Andrewrosskamm@shif ttrans.it . net
Name of contact person: M r . A n d r e w Ross k a nun
Federal Employer Identification No. (if you have one):



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F. Brief description of contract, transaction or other undertaking (referred to below as the "Matter") to which this EDS pertains:
MCDONALD.CYCLE CENTER CONCESSION LICENSE AGREEMENT

Which City agency or department is requesting this EDS?
DEPT OF CULTURAL AFFAIRS AND SPECIAL EVENTS

Specification Number

023118
Contract (PO) Number
Revision Number
Release Number
User Department Project Number

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
Limited liability company
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Delaware
Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:



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1.a.2 Does the Disclosing Party have any officers?

Yes

1.a.4 List below the full names and titles of all executive officers of the entity.

Officer: Mr. Edward Inlow
Title: Chief Executive Officer
Role: Officer
Officer: Mr. Andrew Rosskamm
Title: Chief Financial Officer
Role: Officer

B. CERTIFICATION REGARDING CONTROLLING INTEREST
1 .b.1 Are there any individuals who directly or indirectly control the day-to-day management of the Disclosing Party as a general partner, managing member, manager, or other capacity?

No

1.b.3 Are there any legal entities that directly or indirectly control the day-to-day management of the Disclosing Party as a general partner, managing member, manager, or other capacity?

Yes

1 .b.4 List all legal entities that function as general partners, managing members, managers, and any others who directly or indirectly control the day-to-day management of the Disclosing Party. Each legal entity listed below must submit an EDS on its own behalf.

Name: Edward Inlow
Title: Chief Executive Officer
Business Address: 164 0 West Hubbard Street, Unit A
Name: Title:
Business Address:
Chicago, 60622 United States
Andre w Rosskamm
Chief Financial Officer
1640 West Hubbard Street, Unit A Chicago, 60622 United States
Name: 9315-1959 Quebec Inc



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Title: 9315-1959 Quebec Inc
Business Address: 1120 Marie Victorin Blvd
Longueuil, ,74G 2H9 Canada

2. Ownership Information
Please provide ownership information concerning each person or entity that holds, or is anticipated to hold (see next paragraph), a direct or indirect beneficial interest in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited liability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
Please disclose present owners below. Please disclose anticipated owners in an attachment submitted through the "Additional Info" tab. "Anticipated owner" means an individual or entity in existence at the time application for City action is made, which is not an applicant or owner at such time, but which the applicant expects to assume a legal status, within six months of the time the City action occurs, that would render such individual or entity an applicant or owner if they had held such legal status at the time application was made.
Mr. Edward Inlow -
Mr. Andrew Rosskamm -
9315-1959 Quebec Inc.' - '47 :0% - EDS 160161
° PBSC Urban Solutions Inc. - 100.0% - EDS 160859
9274-8375 Quebec Inc. - 65.0% - EDS 161312
923.1-4475 Quebec inc. - 35.0% - EDS 161313

Owner Details

Name Business Address
9231-4475 Quebec noo boul Marie-Victorin
i n c. , . ,
Longueui1,
Canada
Quebec, Canada
9274-8375 Quebec 331 av. Stanstead Mort-Roya
Inc •
9315-1 959 Quebec 1120 Mar.ie Victor: n Blvd
I n c. ., . ,
Longuou"1,
C a n a d a



4 of 51

Mr. Andrew Rosskamm 1640 West Hubbard Street, Unit A
Chicago, IL United States
Mr. Edward Inlow 164 0 West Hubbard Street, Unit A
Chicago, IL United States
PBSC Urban Solutions H20 Marie-Victorin Blvd
Inc. T . ,
Longueuil ,
Canada

SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

No
D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll.




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If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
1. Has the Disclosing Party retained or does it anticipate retaining any legal entities in connection with the Matter?

No
3. Has the Disclosing Party retained or does it anticipate retaining any persons in connection with the Matter?

No

SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?

No
FURTHER CERTIFICATIONS

[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property




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taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section ll(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;




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agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3;
bid-rotating in violation of 720 ILCS 5/33E-4: or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
[FOR APPLICANT ONLY]

Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and
the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City.
NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
I certify the above co be true





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9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor
permit their subcontractors to use, any facility listed as having an active exclusion by the
U.S. EPA on the federal System for Award Management ("SAM")

I certify the above to be true
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/ subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.

None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.

None
CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b). the Disclosing Party

is not a "financial inst:tution"
CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.

1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a


9 of 51

financial interest in his or her own name or in the name of any other person or entity in the Matter?

No

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

Is the Matter federally funded? For the purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

No

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from



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the City's Board of Ethics, 740 N. Sedgwick-St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
I acknowledge and consent to the above The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Article I of Chapter
1-23 (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof



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currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all corporate officers of the Disclosing Party, if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

No

APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??

No

APPENDIX C-PROHIBITION ON WAGE & SALARY HISTORY SCREENING

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in .MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or



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goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1).

Yes

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.


List of vendor attachments uploaded by City staff
None .

List of attachments uploaded by vendor
None .

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 03/23/2021 Mr. Andrew Rosskamm Chief Financial Officer Shift Transit LLC




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This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.


















































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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS # 160161

SECTION I GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
9315-1959 Quebec Inc. Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applicant The Disclosing Party holds an interest in Shift Transit LLC and EDS is 157469
Business address of the Disclosing Party:
1120 Marie Victorin Blvd Longueuil, J4G 2H9 Canada
Telephone:
450-748-5014 Fax:

Email:
v b u c i c o v @ p b s c . c o rn
Name of contact person:

Mr. Valentin Bucicov

E. Federal Employer Identification No. (if you have one):


SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Canada
Registered to do business in the State of Illinois as a foreign entity?
Yes
DISCLOSING PARTY IS A LEGAL ENTITY: 1.a.1 Does the Disclosing Party have any directors?
Yes
a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Luc Sabbatini
Title: President
Ro 1 e : Dire c t. o r
Ownership Information
Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited



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lability company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
• PBSC Urban Solutions Inc. - 100.0% Owner Details
Name Business Address
PBSC Urban Solutions H20 Marie-Victorin Blvd
Inc. T . -i
Longueuil ,
Canada

SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

No

D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS

A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.





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Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?

No

B. FURTHER CERTIFICATIONS
[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above:
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and


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e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify" the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
; c. made an admission of such conduct described in subparagraph (a) or (b) above
that is a matter of record, but have not been prosecuted for such conduct; or d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4; or
any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true




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7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.

None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at anytime during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies, as defined in MCC Section 2-32-455(b), the Disclosing Party
is not a "financial institution"

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

I can make the above verifi can. ion

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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicaqo.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

I acknowledge and consent to the above

The Disclosing Party understands and agrees that:
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/ or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article
I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the


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information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

I acknowledge and consent to the above

APPENDIX A - FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.I.a, if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3).any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

No








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APPENDIX B - BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416??

No

ADDITIONAL INFO

Please add any additional explanatory information here. If explanation is longer than 1000 characters, you may add an attachment below. Please note that your EDS, including all attachments, becomes available for public viewing upon contract award. Your attachments will be viewable "as is" without manual redaction by the City. You are responsible for redacting any non-public information from your documents before uploading.


List of attachments uploaded by vendor
None.

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable appendices, are true, accurate and complete as of the date furnished to the City. Submission of this form constitutes making the oath associated with notarization.
Is/ 02/17/2021 Mr. Valentin Bucicov Finance Director 9315-1959 Quebec Inc.
This is a printed copy of the Economic Disclosure Statement, the original of which is filed electronically with the City of Chicago. Any alterations must be made electronically, alterations on this printed copy are void and of no effect.



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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT and AFFIDAVIT Related to Contract/Amendment/Solicitation EDS # 160859

SECTION I -- GENERAL INFORMATION
Legal name of the Disclosing Party submitting the EDS:
PBSC Urban Solutions Inc. Enter d/b/a if applicable:
The Disclosing Party submitting this EDS is:
a legal entity currently holding an interest in the Applica The Disclosing Party holds an interest in Shift Transit LLC and EDS is 157469
Business address of the Disclosing Party:
1120 Marie-Victorin Blvd ,
Longueuil , J4G2H9
Canada
C Telephone:
450-748-5014 Fax:
Email:
vb u c i c ov @ pb sc.com D. Name of contact person:

Mr. Valentin Bucicov

E. Federal Employer Identification No. (if you have one):


SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY 1. Indicate the nature of the Disclosing Party:
Privately held business corporation
Is the Disclosing Party incorporated or organized in the State of Illinois?
No
State or foreign country of incorporation or organization:
Canada

Registered to do business in the State of Illinois as a foreign entity?
No
DISCLOSING PARTY IS A LEGAL ENTITY:
1 .a. 1 Does the Disclosing Party have any directors?
Yes
a.3 List below the full names and titles of all executive officers and all directors, if any, of the entity. Do not include any directors who have no power to select the entity's officers.

Officer/Director: Mr. Luc Sabbatini Title: President Role: Director
Ownership Information

Please confirm ownership information concerning each person or entity that having a direct or indirect beneficial interest in excess of 7.5% of the Disclosing Party (your entity). Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a limited



-2-

lability .company, or interest of a beneficiary of a trust, estate, or other similar entity. Note: Each legal entity below may be required to submit an EDS on its own behalf.
As reported by the Disclosing Party, the immediate owner(s) of the Disclosing Party is/ are listed below:
9274 8375 Quebec Inc. - 65.0%
9231 4475 Quebec inc. - 35.0%
Name
9231 4475 Quebec inc.
9274 8375 Quebec Inc.

Owner Details
Business Address 1100 boul. Marie-Victorin Longueuil, Canada
331 Ave Stanstead Mont-Royal, Canada

SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS?

No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS?

No

D. Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ("MCC")) in the Disclosing Party?

No

SECTION V - CERTIFICATIONS

A. COURT-ORDERED CHILD SUPPORT COMPLIANCE



- 3 -

Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage of any child support obligations by any Illinois court of competent jurisdiction?

No

B. FURTHER CERTIFICATIONS
[This certification applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e. an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
I certify the above to be true
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
I certify the above to be true
The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily.excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;



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are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
I certify the above to be true
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapter 2-56 (Inspector General) and Chapter 2-156 (Governmental Ethics).
I certify the above to be true
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
I certify the above to be true
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of

bid-rigging in violation of 720 ILCS 5/33E-3:
bid-rotating in violation of 720 ILCS 5/33E-4; or



-5-

• any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
I certify the above to be true
7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
I certify the above to be true
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago.
None
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes
of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law.
None

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

The Disclosing Party certifies, as defined in MCC Section 2-32-455(b), the Disclosing Party

is not a "financial institution"

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
If the Disclosing Party cannot make this verification, the Disclosing Party must disclose all required information in the space provided below or in an attachment in the "Additional Info" tab. Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery


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era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
I can make the above verification

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and