OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR
September 14, 2021
TO THE HONORABLE, THE GITY COUNCIL OF THE CITY OF CHICAGO
Ladies and Gentlemen:
At the request ofthe Commissioner of Housing, I transmit herewith an ordinance authorizing the issuance of up to $24 million in tax-exempt revenue bonds for the benefit of Park Boulevard 3B Manager LLC.
Your favorable consideration of this ordinance will be appreciated.
Very truly yours,
ORDINANCE
WHEREAS, by virtue of Section 6(a) of Article VII ofthe 1970 Constitution ofthe State of Illinois (the "Constitution"), the City of Chicago (the "City") is a home rule unit of government and as such may exercise any power and perform any function pertaining to its government and affairs; and
WHEREAS, Park Boulevard 3B LLC, an Illinois limited liability company (the "Borrower"), has proposed financing a residential rental project consisting ofthe acquisition, construction and equipping by the Borrower of two new residential rental buildings to be located at 43 West 36th Street, 3607 South Federal Street, 3603 South Federal Street and 37th Street and Federal Street (permanent address to be assigned), all in Chicago, Illinois (the "Property"), such parcels owned by the Chicago Housing Authority (the "CHA") and to be leased by the CHA to The Interfaith Housing Development Corporation of Chicago, a 501(c)(3) Illinois not-for-profit corporation ("Interfaith") or an affiliate of Interfaith and immediately reconveyed to the Borrower, containing a total of approximately eighty (80) mixed-income rental housing units contained therein as studio, one-, two- and three-bedroom units (the "Project"); and
WHEREAS, by this ordinance (this "Ordinance"), the City Council of the City (the "City Council") has determined that it is necessary and in the best interests of the City to provide financing to the Borrower to enable it to pay or reimburse itself for its prior payment of a portion of the costs of the Project, and to pay a portion of the costs of issuance of the Note (defined below) and other costs incurred in connection with such financing; and
WHEREAS, by this Ordinance, the City Council has determined that it is necessary and in the best interests of the City to enter into a funding loan agreement (the "Funding Loan Agreement") with Citibank, N. A., a national banking association ("Citibank"), pursuant to which the City will borrow an aggregate principal amount not to exceed Twenty-Four Million and No/Dollars ($24,000,000) (the "Funding Loan") from Citibank for the purposes set forth above and, in evidence of its limited, special obligation to repay that borrowing, will issue a tax-exempt revenue note, which is expected to be designated as "Multi-Family Housing Revenue Note (Park Boulevard 3B), Series 2021" (the "Note"), underthe terms and conditions of this Ordinance and the Funding Loan Agreement, and the City will thereafter loan the proceeds of the Funding Loan to the Borrower (the "Borrower Loan") pursuant to a borrower loan agreement (the "Borrower Loan Agreement") between the City and the Borrower, as evidenced by a Borrower promissory note (the "Borrower Note"), in order to finance a portion of the cost of the Project in return for loan payments sufficient to pay, when due, the principal of, prepayment premium, if any, and interest on the Note: and
WHEREAS, the principal of, prepayment premium, if any, and interest payable on the Note will be secured by, among other things, (i) a construction/permanent mortgage on the property, (ii) certain capital contributions to be made to the Borrower by the investor member in connection with the allocation to the Borrower of federal low-income housing tax credits, and (iii) pledges and/or assignments of certain funds, personal property, and contractual rights ofthe Borrower and its affiliates: and
WHEREAS, the Funding Loan and the Note and the obligation to pay interest on the Funding Loan do not now and shall never constitute an indebtedness of or an obligation of the City, the State of Illinois, or any political subdivision of the State of Illinois, within the purview of any Constitutional limitation or statutory provision, or a charge against the general credit or taxing
powers of any of them No party to the Funding Loan Agreement or holder of any Note shall have the right to compel the taxing power of the City, the State of Illinois, or any political subdivision of the State of Illinois to pay any principal installment of, prepayment premium, if any, or interest on the Note or any obligations underthe Funding Loan Agreement; and
WHEREAS, the City Council has determined by this Ordinance that it is necessary and in the best interests of the City to enter into (i) the Funding Loan Agreement, providing for the security for and terms and conditions ofthe Funding Loan, and the Note to be issued thereunder, (ii) the Borrower Loan Agreement, providing for the loan of the proceeds of the Funding Loan to the Borrower and the use of such proceeds, (iii) a Tax Compliance Agreement and/or tax certificate (collectively, the "Tax Agreements") between the City and the Borrower, and (iv) a Regulatory Agreement and Declaration of Restrictive Covenants between the City and the Borrower (the "Regulatory Agreement"); and
WHEREAS, pursuant to an ordinance adopted by the City Council on January 14, 2004, a certain redevelopment plan and project (the "Plan") for the 35th/State Tax Increment Financing Redevelopment Project Area (the "Area") was approved pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended (65 ILCS 5/11-74.4-1 et seq.) (the "Act"); and
WHEREAS, pursuant to an ordinance adopted by the City Council on January 14, 2004, the Area was designated as a redevelopment project area pursuant to the Act; and
WHEREAS, pursuant to an ordinance adopted by the City Council on January 14, 2004, tax increment allocation financing was adopted pursuant to the Act as a means of financing certain Redevelopment Project Costs (as defined in the Act) incurred pursuant to the Plan; and
WHEREAS, pursuantto Resolution 21-CDC-22 adopted by the Community Development Commission of the City (the "Commission") on June 8, 2021, the Commission has recommended that the Borrower and Interfaith, together with their affiliates, be designated as the developer for the Project, and that the City's Department of Planning and Development ("DPD") be authorized to negotiate, execute and deliver on behalf of the City a redevelopment agreement with the Borrower and Interfaith (or its affiliate); and
WHEREAS, the Project is necessary for the redevelopment of the Area; and
WHEREAS, the Borrower will be obligated to undertake the Project in accordance with the terms and conditions of a proposed redevelopment agreement to be executed by the Borrower, 36th and State LLC, an Illinois limited liability company (or its affiliates) (the "Sponsor") and the City, with such Project to be financed in part by certain pledged incremental taxes deposited from time to time in the Special Tax Allocation Fund for the Area (as defined in the TIF Ordinances, as defined in the establishment ordinances adopted on January 14, 2004 with respect to the City of Chicago 35th/State Redevelopment Project Area Tax Increment Finance Plan) pursuant to Section 5/11-74 4-8(b) of the Act; and
WHEREAS, the Borrower now desires to obtain financing from various sources including, but not limited to, the Borrower Loan; and now therefore
Be It Ordained by the City Council of the City of Chicago, as follows:
Section 1. Incorporation of Recitals The recitals contained in the preambles to this Ordinance are incorporated into this Ordinance by this reference. All capitalized terms used in
|1010|
this Ordinance, unless otherwise defined in this Ordinance, shall have the meanings ascribed to them in the Funding Loan Agreement.
Section 2. Findings and Determinations. The City Council finds and determines that the delegations of authority that are contained in this Ordinance, including the authority to make the specific determinations described in this Ordinance, are necessary and desirable because the City Council cannot itself as advantageously, expeditiously or conveniently exercise such authority and make such specific determinations. Thus, authority is granted to the Chief Financial Officer (as defined below) or, if so designated and determined by the Chief Financial Officer, the City Comptroller (the Chief Financial Officer and City Comptroller are referred to in this Ordinance as the "Authorized Officer") to establish the terms of the Funding Loan Agreement, the related Note, the Borrower Loan Agreement, and the related Borrower Note on such terms as and to the extent such Authorized Officer determines that such terms are desirable and in the best financial interest of the City. Any such designation and determination by the Authorized Officer shall be signed in writing by such Authorized Officer and filed with the City Clerk and shall remain in full force and effect for all purposes of this Ordinance unless and until revoked, such revocation to be signed in writing by an Authorized Officer and filed with the City Clerk. As used in this Ordinance, the term "Chief Financial Officer" means the Chief Financial Officer of the City appointed by the Mayor or, if there is no such officer then holding such office, the City Comptroller.
Section 3. Authorization ofthe Funding Loan Agreement, the Note, the Borrower Loan Agreement and Related Agreements. Upon the approval and availability ofthe Additional Financing, the execution and delivery of the Funding Loan Agreement and the issuance of the Note in an aggregate principal amount of not to exceed $24,000,000 are authorized. The aggregate principal amount of the Note to be issued shall be as set forth in the Funding Loan Notification referred to in Section 6 below.
The Funding Loan Agreement and the Note shall contain a provision that they are executed and delivered underthe authority of this Ordinance. The maximum term ofthe Funding Loan shall not exceed forty-four (44) years from the date of execution and delivery of the Note. The Note shall bear interest at a rate or rates equal to the rate of interest on the Borrower Loan as provided in the Borrower Loan Agreement (which shall not exceed the lesser of ten percent (10%) per annum or the maximum rate of interest allowable under state law except in the case of an event of default in which case the rate of interest shall not exceed the maximum rate of interest allowable under state law) and shall be as determined by the Authorized Officer. Interest on the Note shall be payable on the payment dates as set forth in the Funding Loan Agreement and the Funding Loan Notification. The Note shall be dated, shall be subject to prepayment, shall be payable in such places and in such manner, and shall have such other details and provisions as prescribed by the Funding Loan Agreement, the form(s) ofthe Note included in it and the Funding Loan Notification. The provisions for execution, signatures, payment and prepayment, with respect to the Funding Loan Agreement and the Note, shall be as set forth in the Funding Loan Agreement and the form(s) ofthe Note included in it.
Each of (i) the Mayor of the City (the "Mayor"), (ii) the Chief Financial Officer, or (iii) any other officer designated in writing by the Mayor is authorized to execute by their manual or, in the case of the Note, manual or facsimile signature, and to deliver on behalf of the City, and the City Clerk and the Deputy City Clerk are authorized to attest by their manual or, in the case of the Note, manual or facsimile signature, the Funding Loan Agreement and the Note, each in substantially the form attached as Exhibit A and made a part of this Ordinance and approved, with such changes as shall be approved by the officer executing the same, with such execution
|1010|
to constitute conclusive evidence of such officer's approval and the City Council's approval of any changes or revisions from the form of the Funding Loan Agreement and Note attached to this Ordinance and reflecting the terms as determined in the Funding Loan Notification.
An Authorized Officer is authorized to execute and deliver on behalf of the City, and the City Clerk and the Deputy City Clerk are each authorized to attest, the Borrower Loan Agreement in substantially the form attached as Exhibit B, and made a part of this Ordinance and approved, with such changes as shall be approved by the Authorized Officer executing the same, with such execution to constitute conclusive evidence of such Authorized Officer's approval and the City Council's approval of any changes or revisions from the form of the Borrower Loan Agreement and the Borrower Note attached to this Ordinance and reflecting the terms as determined in the Funding Loan Notification.
An Authorized Officer is authorized to execute and deliver the Regulatory Agreement on behalf of the City, in substantially the form attached as Exhibit C and made a part of this Ordinance and approved, with such changes as shall be approved by the Authorized Officer executing the same, with such execution to constitute conclusive evidence of such Authorized Officer's approval and the City Council's approval of any changes or revisions from the form of the Regulatory Agreement attached to this Ordinance and reflecting the terms as determined in the Funding Loan Notification.
An Authorized Officer is authorized to execute and deliver and the City Clerk and the Deputy City Clerk are each authorized to attest the Tax Agreements on behalf of the City, in substantially the forms of such documents used in previous tax-exempt Multi-Family Housing Financings (with appropriate revisions to reflect the terms and provisions of the Funding Loan Agreement and the Note and the applicable provisions ofthe Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated under it), and with such other revisions in text as the Authorized Officer executing the same shall determine, based on the advice of bond counsel, are necessary or desirable in connection with the exclusion from gross income for federal income tax purposes of interest on the Note. The execution of the Tax Agreements by the Authorized Officer shall be deemed conclusive evidence ofthe approval ofthe City Council ofthe terms, provisions, representations, covenants and agreements provided in the Tax Agreements.
An Authorized Officer is authorized to execute and deliver on behalf of the City such security or collateral documents securing payment ofthe Note as the Authorized Officer regards as appropriate, in substantially the form ofthe security documents used in previous issuances of tax-exempt bonds pursuant to programs similar to that pursuant to which the Note is being executed and delivered, with appropriate revisions to reflect the terms and provisions ofthe Note and with such other revisions as the Authorized Officer executing the same shall determine are appropriate and consistent with the other provisions of this Ordinance. The execution of security or collateral documents by the Authorized Officer shall be deemed conclusive evidence of the approval of the City Council of the terms provided in such documents.
The City Clerk or Deputy City Clerk is authorized to attest the signature of the Mayor or any Authorized Officer to any document referenced in this Ordinance and to affix the seal of the City to any such document.
Section 4. Security for the Funding Loan Agreement and the Note. The
obligations ofthe City underthe Funding Loan Agreement and the Note shall be limited obligations of the City, payable solely from and/or secured by a pledge of some or all of the following security (other than certain Unassigned Rights retained by the City):
|1010|
all right, title and interest of the City in, to and under the Borrower Loan Agreement and the Borrower Note, including, without limitation, all rents, revenues and receipts derived by the City from the Borrower relating to the Project and including, without limitation, all Pledged Revenues (as such term is defined in the Funding Loan Agreement), Borrower Loan Payments and Additional Borrower Payments (as such terms are defined in the Borrower Loan Agreement) derived by the City under and pursuant to, and subject to the provisions of, the Borrower Loan Agreement; provided that the pledge and assignment made under the Funding Loan Agreement shall not impair or diminish the obligations of the City underthe provisions ofthe Borrower Loan Agreement;
all right, title and interest of the City in, to and under, together with all rights, remedies, privileges and options pertaining to, the Funding Loan Agreement, and all other payments, revenues and receipts derived by the City under and pursuant to, and subject to the provisions of, the Funding Loan Agreement;
any and all moneys and investments from time to time on deposit in, or forming a part of, all funds and accounts created and held under the Funding Loan Agreement, subject to the provisions of the Funding Loan Agreement permitting their application for the purposes and on the terms and conditions set forth in the Funding Loan Agreement;
any and all other real or personal property, of every kind and nature or description, which may from time to time after the adoption of this Ordinance, by delivery or by writing of any kind, be subjected to the lien of the Funding Loan Agreement as additional security by the City or anyone on its part or with its consent, or which pursuant to any of the provisions of the Borrower Loan Agreement may come into the possession or control of the Funding Lender (as defined below) or a receiver appointed pursuant to the Funding Loan Agreement;
any funds of the Borrower including certain capital contributions made to the Borrower by its Investor Member, amounts received from low-income housing tax credits, or other funds deposited and held under an escrow agreement between the Borrower and the Funding Lender;
a mortgage on and security interest in the Project and related collateral;
and
the other collateral set forth in the documents evidencing and securing the Funding Loan.
In order to secure the payment ofthe principal of, prepayment premium, if any, and interest on the Note, such rights, proceeds and investment income are pledged to the extent and for the purposes as provided in the Funding Loan Agreement and are appropriated for the purposes set forth in the Funding Loan Agreement. Nothing contained in this Ordinance shall limit or restrict the subordination of the pledge of such rights, proceeds and investment income as set forth in the Funding Loan Agreement to the payment of any other obligations of the City enjoying a lien or claim on such rights, proceeds and investment income as ofthe date of execution and delivery of the Funding Loan Agreement and the Note, all as shall be determined by the Authorized Officer at the time of the execution and delivery of the Funding Loan Agreement and the Note. The Funding Loan Agreement shall set forth such covenants with respect to the application of such
|1010|
rights, proceeds and investment income as shall be deemed necessary by the Authorized Officer in connection with the execution and delivery ofthe Funding Loan Agreement and the Note.
Section 5. Delivery of the Funding Loan Agreement; Sale and Delivery of the Note. Subject to the terms and conditions of the Funding Loan Agreement and such additional terms as are set forth in the Funding Loan Notification with the approval of an Authorized Officer, the Note shall be sold and delivered to Citibank, or such other funding lender as is approved by an Authorized Officer (the "Funding Lender"), and the Funding Lender shall hold the Funding Loan Agreement and the Note, subject to the terms and conditions of the required transferee representations (the "Required Transferee Representations") which shall be delivered to the City by the Funding Lender. Any subsequent Funding Lender approved by an Authorized Officer, to the extent required under the Funding Loan Agreement, may succeed the initial Funding Lender as the registered holder of all or a portion of the Funding Loan, but only if such subsequent Funding Lender executes and delivers to the City the Required Transferee Representations, substantially in the form of the Required Transferee Representations set forth in the Funding Loan Agreement. The aggregate costs of origination of the Funding Loan paid from the proceeds of the Funding Loan to the Funding Lender shall not exceed two percent (2%) of the aggregate principal amount of the Note.
Section 6. Funding Loan Notification. Subsequent to the execution and delivery of the Funding Loan Agreement and the sale of any Note, the Authorized Officer shall file in the Office of the City Clerk a Funding Loan Notification for such Funding Loan Agreement and Note directed to the City Council setting forth (i) the aggregate original principal amount of, maturity schedule, redemption provisions for and other terms of the Note sold, (ii) the extent of any tender rights to be granted to the holders of the Note, (iii) the identity of the Funding Lender, if different from Citibank, (iv) the interest rate or rates on the Note and/or a description of the method of determining the interest rate or rates applicable to the Note from time to time, (v) the origination fee or other compensation paid to the Funding Lender in connection with the origination of the Funding Loan and issuance of the Note, and (vi) any other matter authorized by this Ordinance to be determined by an Authorized Officer at the time of the sale of any Note. There shall be attached to such notification the final forms of the Funding Loan Agreement and the Borrower Loan Agreement and specimens of the final forms of the Note and the Borrower Note.
Section 7. Limited Obligations. The Note, when issued and outstanding, will be a limited obligation of the City, payable by its terms as provided in the Funding Loan Agreement. The Note and the interest on it shall never constitute a debt or general obligation or a pledge of the faith, the credit or the taxing power of the City within the meaning of any Constitutional or statutory provision ofthe State of Illinois. The Note shall be payable solely from the funds pledged therefor pursuant to the terms of the Funding Loan Agreement.
Section 8. Use of Proceeds. The proceeds from the Funding Loan (as evidenced by the sale ofthe Note) shall be deposited as provided in the Funding Loan Agreement and used for the Project.
Section 9. Volume Cap The proceeds from the Funding Loan (as evidenced by the sale ofthe Note) are obligations that are taken into account under Section 146 ofthe Code in the allocation ofthe City's volume cap.
Section 10. Declaration of Official Intent. A portion of the costs of the acquisition, construction, redevelopment and equipping of the Project which the City intends to finance with the proceeds of the Funding Loan has been or is expected to be paid from available monies of
|1010|
the Borrower prior to the date of execution and delivery of the Funding Loan Agreement and the Note. It is the intention of the City that the Borrower will utilize a portion of the proceeds of the Note to reimburse itself for such expenditures which have been or will be made for those costs, to the extent allowed by the Code and related regulations. It is necessary and in the best interests of the City to declare, and the City does declare, its official intent under Section 1.150-2 of the Treasury Regulations promulgated under the Code so to utilize the proceeds of the Funding Loan.
Section 11. Proxies. Each Authorized Officer may designate another to act as their respective proxy and to affix their respective signatures to the Note, whether in temporary or definitive form, and to any other instrument, certificate or document required to be signed by the Mayor or an Authorized Officer pursuant to this Ordinance or the Funding Loan Agreement. In each case, each shall send to the City Council written notice ofthe person so designated by each, such notice stating the name ofthe person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the Mayor and the Authorized Officer, respectively. A written signature of the Mayor or the Authorized Officer, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with signatures attached, shall be recorded in the Journal of Proceedings ofthe City Council and filed with the City Clerk. When the signature ofthe Mayor is placed on an instrument, certificate or document at the direction of the Mayor in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Mayor in person. When the signature of the Authorized Officer is so affixed to an instrument, certificate or document at the direction of the Authorized Officer in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Authorized Officer in person.
Section 12. Additional Authorization. Each Authorized Officer, upon the approval and availability of the Additional Financing, is authorized to execute and deliver, and the City Clerk and the Deputy City Clerk are each authorized to attest, such other documents and agreements including, without limitation, any documents necessary to evidence the receipt or assignment of any collateral for the Funding Loan Agreement and the Note, the Borrower Loan Agreement or the Borrower Note from the Borrower, and to perform such other acts as may be necessary or desirable in connection with the City Agreements (as defined in Section 18 below) including, but not limited to, the exercise following the delivery date of the City Agreements of any power or authority delegated to such official under this Ordinance with respect to the City Agreements upon original execution and delivery, but subject to any limitations on or restrictions of such power or authority set forth in this Ordinance. Notwithstanding anything contained in this Ordinance to the contrary (including but not limited to Section 3 and this Section 12), if any portion ofthe Additional Financing is not approved and available at such time as the Authorized Officer otherwise deem it in the best interest of the City to execute the City Agreements, then the Authorized Officer may so execute the City Agreements (with such changes as the Authorized Officer deems necessary and advisable) and any necessary ancillary documents and may impose such conditions upon the approval and availability of such Additional Financing as they deem necessary and advisable.
Section 13. Public Hearing. The City Council directs that the Note shall not be issued unless and until the requirements of Section 147(f)(1) of the Code, including particularly the approval requirement following any required public hearing, have been fully satisfied, and that no contract, agreement or commitment to issue the Note shall be executed or undertaken prior to satisfaction of the requirements of Section 147(f) unless the performance of said contract, agreement or commitment is expressly conditioned upon the prior satisfaction of such requirements. All such actions taken prior to the enactment of this Ordinance are ratified and confirmed.
|1010|
Section 14. Authorization of Fees and Expenses. The following fees and expenses are hereby authorized in connection with the Funding Loan Agreement and the Note: (I) a Bond Issuer Fee in an amount equal to 1.5 percent of the par amount of the Note, payable to the City on the date of execution and delivery ofthe Note, (ii) a Bond Legal Reserve Fee in the amount of 0.10 percent of the par amount of the Note, payable to the City on the date of execution and delivery of the Note (such fee to be used to pay for other legal and other fees incurred by the City in connection with private activity bonds issued by the City), (iii) a Bond Administrative Fee in an amount equal to 0.15 percent of the outstanding principal of the Note, accruing monthly but payable to the City on a semi-annual basis, (iv) a Low Income Housing Tax Credit Reservation Fee equal to 5 percent ofthe first full year's tax credit allocation payable upon acceptance ofthe credit reservation letter or tax-exempt bond agreement issued by DOH, (v) a Monitoring Fee in the amount of $25 per unit, paid annually, submitted with the annual owner's certification and (vi) an Illinois Affordable Housing Tax Reservation Fee equal to 3 percent ofthe related allocation amount.
Section 15. Authorization of Redevelopment Agreement. The City's Commissioner of the Department of Planning and Development ("DPD Commissioner") or a designee of the DPD Commissioner are each hereby authorized, with the approval of the City's Corporation Counsel as to form and legality, to negotiate, execute and deliver a redevelopment agreement between the Borrower, Sponsor and the City in connection with payment of the Redevelopment Project Costs (as defined in the Act) with the TIF funds, substantially in the form attached hereto as Exhibit D and made a part hereof (the "Redevelopment Agreement"), and such other supporting documents as may be necessary to carry out and comply with the provisions of the Redevelopment Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Redevelopment Agreement.
Section 16. Developer Designation. The Borrower and Sponsor are hereby collectively designated as the "Developer" for the Project pursuant to Section 5/11-74.4-4 of the Act.
Section 17. Payment of Incremental Taxes. The City Council hereby finds that the City is authorized to pay an aggregate amount equal to $6,000,000 ("City Funds") from Incremental Taxes deposited in the general account ofthe TIF Fund (the "General Account") to Interfaith or its affiliate to finance a portion of the eligible costs included within the Project, including securing any portion of the Additional Financing. The proceeds of the City Funds are hereby appropriated for the purposes set forth in this Section 17.
Section 18. Maintenance and Use of TIF Fund. Pursuant to the TIF Ordinance, the City has created the TIF Fund. The Chief Financial Officer of the City (or his or her designee) is hereby directed to maintain the TIF Fund as a segregated interest-bearing account, separate and apart from the City's Corporate Fund or any other fund ofthe City. Pursuant to the TIF Ordinance, all Incremental Taxes received by the City for the Area shall be deposited into the TIF Fund. The City shall use the funds in the TIF Fund to make payments pursuant to the terms of the Redevelopment Agreement.
Section 19. Severability If any provision of this Ordinance is held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe remaining provisions of this Ordinance.
Section 20. Inconsistent Provisions Repealed All ordinances, resolutions, motions or orders in conflict with this Ordinance are repealed to the extent of such conflict.
|1010|
Section 21. No Recourse. No recourse shall be had for the payment of the principal of, prepayment premium, if any, or interest on the Note or for any claim based on the Note or upon any obligation, covenant or agreement contained in this Ordinance, the Funding Loan Agreement, the Note, the Borrower Loan Agreement, the Regulatory Agreement, or the Tax Agreements (collectively, the "City Agreements") against any past, present or future officer, member of the City Council or employee of the City, or any officer, employee, director or trustee of any successor, as such, either directly or through the City, or any such successor, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member of the City Council, officer, employee, director or trustee as such is expressly waived and released as a condition of and consideration forthe execution ofthe City Agreements and the issuance ofthe Note.
Section 22. No Impairment. To the extent that any ordinance, resolution, rule, order or provision ofthe Municipal Code, or part thereof, conflicts with the provisions of this Ordinance, the provisions of this Ordinance shall be controlling. No provision of the Municipal Code or violation of any provision ofthe Municipal Code shall be deemed to render voidable at the option of the City any document, instrument or agreement authorized under this Ordinance or to impair the validity of this Ordinance or the instruments authorized by this Ordinance or to impair the rights of the holders of the Funding Loan and the Note to receive payment of the principal of, prepayment premium, if any, or interest on the Note or to impair the security for the Funding Loan Agreement and the Note.
Section 23. Affordable Housing. Section 2-44-080 ofthe Municipal Code of Chicago shall not apply to the Project or the Property.
Section 24. Effective Date. This Ordinance shall be in full force and effect immediately upon its passage.
Exhibits "A," "B," "C," and "D" referred to in this Ordinance read as follows:
|10 10|
Ordinance Exhibit A Form of Funding Loan Agreement Including Note
See attached pages.
A-1
Funding Loan agreement
Between
Citibank, N.A., as Funding Lender,
and
City oi
Dated as of November 1, 2021
Relating to
$24,000,000
City of Chicago Multi-Family Housing Revenue Note (Park Boulevard 3B), Scries 2021
(Funding Loan originated by Citibank, N.A., as Funding Lender)
TABLE OF CONTENTS
Pa<
DEFINITIONS; PRINCIPLES OE CONSTRUCTION
1 1
Definitions
Effect of Headings and fable of Contents |109|Dale of funding Loan Agreement 1 1
ARTICLE II
Section 2 Seel ion 2 Section 2 Section 2
AR TICLE III
Section 3.
Section 3.
ART ICLE IV
Section 4. ! Section 4.
ART ICLE V
Section 5.
Designation of Time for Performance 1 1
Interpretation 12
TERMS; GOVERNMENTAL LENDER.NOTE 12
.1. Terms 12
.2. Form of Governmental Lender Note 13
.3. Execution and Delivery of Governmental Fender Note 14
.4. Required Transferee Representations; Participations: Sale and
Assignment 14
PREPAYMENT 15
Prepayment ofthe Governmental Lender Note from
Prepayment under the Borrower Note 1 5
I. Notice of Prepayment 15
SECURITY 16
Security for the funding Loan 16
!. Delivery of Security 17
LIMITED LIABILITY 18
Section 5 ARTICLE VI
Section 6.1.
ARTICLE VII El
Section 7.1. Section 7.2.
ARTICLE VIII Rl
Section 8 1. Section 8.2. Section 8.3. Section 8.4. Section 8.5. Section 8.6. Section 8.7. Section 8.8. Section 8.0. Section 8.1 0.
1. Source of Payment of Governmental Lender Note and Other
Obligations; Disclaimer of General Liability 1 8
2. Exempt from Individual Liability 18
CLOSING CONDITIONS; APPLICATION OF FUNDS 18
1. Conditions Precedent to Closing 18
FUNDS AND ACCOUNT'S 1(>
Authorization to Create Funds and Accounts 19
Investment of Funds 19
:SENTATIONS AND COVENANTS 20
General Representations 20
Further Assurances 20
Payment of Funding Loan Obligations 2 1
Funding Loan Agreement Performance 21
Servicer 21
Tax Covenants 21
Performance by the Borrower 22
Repayment of Funding Loan 22
Borrower Loan Agreement Performance 22
Maintenance of Records; Inspection of Records 23
TABLE OF CONTENTS
(continued)
Pai
Representations and Warranties ofthe Funding Lender 2.
Funding Lender Limitations 2.
-\ULT: REMEDIES 2:
Events of Default 2,
Acceleration of Maturity; Rescission and Annulment 24
Additional Remedies; Funding Lender Enforcement 2.
Application of Money Collected 26
Remedies Vested in Funding Lender 27
Restoration of Positions 27
Rights and Remedies Cumulative 27
Delay or Omission Not Waiver 27
Waiver of Past Defaults 27
Remedies Under Borrower Loan Agreement or Borrower Note 2<:
Waiver of Appraisement and Other Laws 2!"
Suits to Protect the Security 2h
Remedies Subject lo Applicable Law 2c
Assumption of Obligations 28
Remedies upon Unremedied Material Funding Lender Event 29
NDMEN I: AMENDMENT OF BORROWER LOAN
FEME NT" AND OTHER DOCUMENTS 29
Amendment of Funding Loan Agreement 29
Amendments Requiring Funding Lender Consent 29
Consents and Opinions 30
:ellaneous 30
Notices 30
Term of Funding Loan Agreement 33
Successors and Assigns 33
Legal Holidays '. 33
Governing Law 33
Severability T3
Execution in Several Counterparts 33
Nonrecourse Obligation ofthe Borrower 33
Reserved 34
Electronic I ransactions ?4
Reference Date 34
Exhibit A — The Projects
Exhibit B — Form ol (io\ernmental Lender Note
Exhibit C — Form of Funding Fender Required Representations
Funding Loan Agreement
This l i Loan A(.-K:.:!:\:i:\ !, dated as of November 1, 2021 (this "Funding Loan
Agreement'"), is entered into by ClTlHANK, N.A. (together with any successor under this Funding Loan Agreement, the "Funding Lender"') and the City or Chicago, a municipalilv and home rule unit of local government duly organized and validly existing under the 1970 Constitution and laws of the State of Illinois (together with its successors and assigns, the "Governmental Lender").
Recitals
Whereas, the Governmental Lender has been duly created and organized pursuant to and in accordance with the provisions of Article V.1.L Section 6(a) of:'the 1970 Constitution ofthe Slate Illinois, is a home rule unit of local government and as such may provide a means of financing the costs of residential ownership and development lhat will provide decent, safe and sanitary housing for persons ol' low and moderate income at prices or rentals they can afford; and
Whereas, the Governmental Lender is authorized: (a) to make loans to any person to provide financing for rental residential developments located within the jurisdiction of the Governmental Lender and intended lo be occupied in part by persons of low and moderate income, as determined by the Governmental Lender; (b) to incur indebtedness for the purpose of obtaining moneys to make such loans and provide such financing, to establish any required reserve funds and to pay administrative costs and other costs incurred in connection with the incurrence of such indebtedness ofthe Governmental Lender; and (c) to pledge all or any part oflhe revenues, receipts or resources ofthe Governmental Lender, including the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property ofthe Governmental Lender in order to secure the payment ofthe principal of, prepayment premium, if any, on and interest on such indebtedness ofthe Governmental Lender; and
Whereas, Park Boulevard 3B LLC, an Illinois limited liability company (the ''Borrower"), have requested that the Governmental Lender enter into this Funding Loan Agreement under which the Funding Lender (i) will advance funds (the "Funding Loan") to or for the account ofthe Governmental Lender, and (ii) apply the proceeds ofthe Funding Loan to make a loan (the "Borrower Loan") to the Borrower to finance two (2) multifamily residential rental projects consisting of (a) the construction, improvement and equipping by the Borrower of two (2) new multi-family residential rental properties identified in Exhibit A to this Funding Loan Agreement having the number of housing units shown on Exhibit A and (b) functionally-related and ancillary improvements (colleciivelv. ihe "Projects"); and
Whereas, simultaneously with the delivery of this Funding Loan Agreement, the Governmental Lender and ihe Borrower will enter into a Borrower Loan Agreement, dated as of November 1. 2021 (as it ma\ be supplemented or amended, the "'Borrower Loan Agreement ). under which the Borrower agrees lo make loan payments to the Governmental Lender in amounts and at limes which, when added lo other funds available under this Funding Loan Agreement, will be sufficient lo enable the Governmental Lender to repay the Funding Loan and to pay all costs and expenses related lo il when due: and
|1010|
Whereas, to evidence its payment obligations under the Borrower Loan Agreement, the Borrower will execute and deliver to ihe Governmental Lender its Borrower Note (as defined in t he Borrower Loan Agreement, the "Borrower Note") and the obligations oflhe Borrower under the Borrower Note will be secured by a hen on and security interest in the Projects pursuant to a Multi-family Mortgage. Assignment of Rents, and Security Agreement of even date with this funding Loan Agreement (the "Security Instrument"), made by the Borrower in favor ofthe Governmental Lender, as assigned to the funding fender lo secure the performance by the Governmental Lender of its obligations under the Funding Loan; and
Whereas, the Governmental Lender has executed and delivered to the funding Lender its not to exceed $24,000,000 City of Chicago Multi-Family Housing Revenue Note (Park Boulevard 3B), Series 2021 (The "Governmental Lender Note"), dated as ofthe Closing Date (defined below) evidencing its obligation to make the payments due to the Funding Lender under the Funding Loan as provided in this Funding Loan Agreement, all things necessary to make the Funding Loan Agreement the valid, binding and legal limited obligation ofthe Governmental fender, have been done and performed and the execution and delivery of this Funding Loan Agreement and the execution and delivery ofthe Governmental Lender Note, subject to the terms of this Funding Loan Agreement, have in all respects been duly authorized;
Now, Therefore, in consideration of the premises and the mutual representations, covenants and agreements contained in this Funding Loan Agreement, the parties agree as follows:
ART ICLE I Definitions; Principles of Construction
Section LL Definitions. For all purposes of this Funding Loan Agreement, except as otherwise expressly provided or unless the context otherwise clearly requires:
Unless specifically defined in this Funding Loan Agreement, all capitalized terms shall have the meanings ascribed to them in the Borrower Loan Agreement.
The terms "herein, ''hereof and "hereunder" and other words of similar import refer to this Funding Loan Agreement as a w hole and not to any particular Article. Section or other subdivision. The terms "agree" and "agreements" are intended to include and mean "covenant" and "covenants."
All references made (i) in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, and (ii) in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well. Singular terms shall include the plural as well as the singular, and vice versa.
All accounting terms nol otherwise defined in this Funding Loan Agreement shall have the meanings assigned to them, and all computations provided for in this Funding Loan Agreement shall be made, in accordance with the Approved Accounting Method. All references to "Approved Accounting Method" refer to such principles as they exist at the date of their application.
(e) All references in ibis Funding Loan Agreement to designated "Articles/" "Sections"' and other subdivisions are to the designated Articles, Sections and subdivisions of this Funding Loan Agreement as originally executed.
( I) All references in this Funding Loan Agreement to a separate instrument are to such separate instrument as the same may be amended or supplemented from lime to time pursuant to the applicable provisions of such separate instrument.
References lo the Governmental Lender Note as "tax-exempt'" or to the "tax-exempt status" of the Governmental Lender Note are to the exclusion of interest payable on the Governmental Lender Note (other than any portion ofthe Governmental Lender Note held by a "substantial user" ofthe Projects or a "related person" (within the meaning of Section 147 ofthe Code) thereto) from gross income for federal income lax purposes pursuant to Section 103(a) of the Code.
The following terms have the meanings set forth below:
"Additional Borrower Payments" shall have the meaning given such term in the Borrower Loan Agreement.
"Affiliate" shall mean, as to any Person, any other Person lhat, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person.
"Approved Transferee" means (1) a "qualified institutional buyer" ("QIB") as defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the date hereof (the "Securities Act") that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (2) an affiliate ofthe funding Lender, (3) a trust or custodial arrangement established by the Funding Lender or one of its affiliates or any slate or local government or any agency or entity which is a political subdivision of a federal, state or local government (a "Governmental Entity"'), in each case (i) the beneficial interests in which will be owned only by QIBs or (ii) the beneficial interests in which will be rated in the "BBB" category or higher without regard to modifier (or the equivalent investment grade category) by at least one nationally recognized rating agency, or (4) a Governmental Entity.
"Authorized Amount"' shall mean an amount not lo exceed $24,000,000, the maximum principal amount ofthe Funding Loan under this Funding Loan Agreement.
"Authorized City Representative" shall have the meaning as set forth for the term "Authorized Officer" in the Ordinance.
"Borrower" shall mean Park Boulevard 313 LLC, an Illinois limited liability company.
"Borrower Loan" shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to the Borrower Loan Agreement in the aggregate principal amount of the Borrower Loan Amount, as evidenced bv the Borrower Note.
"Borrower Loan Agreement shall mean ihe Borrower Loan Agreement, dated as ol November 1. 2021, belween the Governmental Lender and ihe Borrower, as supplemented, amended or replaced from lime to time in accordance with its terms.
"Borrower Loan Agreement Default" shall mean any even! of default set forth in Section S.I ofthe Borrovver Loan Agreement. A Borrower Loan Agreement Default shall "exist'" if a Borrower Loan Agreement Default shall have occurred and be continuing beyond any applicable notice and cure period.
"Borrower Loan Amount"' shall mean an amount not to exceed $24,000,000.
"Borrower Loan Documents" shall have the meaning given such term in the Borrower Loan Agreement.
"Borrower Note" shall mean the "Borrower Note" as defined in the Borrower Loan Agreement.
"Business Day" shall mean any day other than (i) a Saturday or a Sunday, or (ii) a day on which federally insured depository institutions in New York, New York or Chicago, Illinois are authorized or obligated by law, regulation, governmental decree or executive order to be closed.
"Closing Date" shall mean November . 2021. the date that initial Fundirm Ioan proceeds are disbursed under in the Borrower Loan Agreement.
"Code" shall mean the Internal Revenue Code of 1986, as in effect on the Closing Date or (except as otherwise referenced in this Funding Loan Agreement) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
"Conditions to Conversion" shall have the meaning given such term in the Construction Funding Agreement.
"Construction Escrow Agreement" shall mean that certain Escrow Agreement, dated the Closing Date, among the Title Company named therein, in its capacity as escrow agent, Funding Lender, certain subordinate lenders named therein, and Borrower, as such agreement may be amended, modified, supplemented and replaced from time to time.
"Construction Funding Agreement" shall mean that certain Construction Funding Agreement of even date vvith this funding Loan Agreement, belween the Funding Lender, as agent for the Governmental Lender, and ihe Borrower, pursuant to which the Borrovver Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent ofthe Governmental Lender, to the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and other matters, as such agreement may be amended, modified, supplemented and replaced from time to time.
"Contingency Draw-Down Agreement" shall mean the Contingency Draw-Down Agreement of even date with this Funding Loan Agreement between the Funding Lender and the
-1
Borrower relating to possible conversion ofthe Funding Loan from a draw-down loan lo a fully funded loan.
"Control" shall mean, wilh respect to any Person, either (i) ownership direct Iv or through oilier entities of more than 50% of all beneficial equity interest in such Person, or (ii) the possession, direclly or indirectly, ofthe power to direct or cause ihe direction oflhe management and policies of such Person, through the ownership of voting securities, by contract or otherwise.
"Draw-Down Notice"" shall mean a notice described in Section 1.01 ofthe Contingency Draw-Down Agreement regarding the conversion ofthe Funding Loan from a draw down loan to a fully funded loan.
"Event of Default" shall have the meaning provided in Section °. I.
"Fitch" shall mean Fitch. Inc.
"Funding Lender" shall mean Citibank N.A a national banking association, and any successor underthis Funding Loan Agreement and the Borrower l oan Documents.
"Funding Loan Agreement"" shall mean this Funding Loan Agreement, dated as of November I, 2021, by and between the Funding Lender and the Governmental Lender, as it may from time to time be supplemented, modified or amended by one or more indentures or other instruments supplemental to it entered into pursuant to the applicable provisions of it.
"Funding Loan Documents" shall mean (i) this Funding Loan Agreement, (ii) the Borrower Loan Agreement, (iii) the Regulatory Agreement, (iv) the Tax Compliance Agreement, (v) the Borrower Loan Documents, (vi) all other documents evidencing, securing, governing or otherwise pertaining to the Funding Loan, and (vii) all amendments, modifications, renewals and substitutions of any ofthe foregoing.
"Governmental Lender" shall mean the City of Chicago, a municipality and home rule unit of local government duly organized and validly existing under the 1970 Constitution and laws oflhe Stale of Illinois, together vvith its successors and assigns.
"Governmental Lender Note" shall mean the Governmental Lender Note described in the recitals of this Funding Loan Agreement.
"Highest Rating Category"' shall mean, with respect to a Permitted Investment, thai the Permitted Investment is rated by S&P or Moody's in the highest rating given by that rating agency for that general category of security. By way of example, the Highest Rating Category for tax-exempt municipal debt established by S&P is "A 1 i " for debt with a term of one year or less and "AAA" for a term greater than one year, with corresponding ratings by Moody's of "MIG I" (for fixed rale) or "V'MIG 1" (for variable rate) for three months or less and "Aaa" for greater than three months. If at any time (i) both S&P and Moody's rate a Permitted Investment and (ii) one of those ratings is below the Highest Rating Category, then such Permitted Investment will, nevertheless, be deemed lo be rated in the Highest Rating Category if the lower rating is no more than one rating category below .the highest rating category of thai rating agency. For example, a Permitted Investment rated "AAA" by S&P and "AaT" by Moody 's is rated in the Highest Rating
Category. If. however, the lower rating is more than one lull rating category below the Highest Rating Category of lhat. rating agencv. then the Permitted Investment w ill he deemed lo be rated below the Highest. Rating Category, for example, a Permuted Investment rated "AAA" by S&P and '"Al" by Moody's is not rated in the Highest Rating Category.
".Material Funding Lender Event" shall mean the occurrence and continuation of one or more ofthe following:
Prior to the advancement by the funding Lender ofthe entire amount ofthe Funding Loan, the Funding Lender fails to advance funds requisitioned by the Borrower pursuant to the Borrower Loan /Agreement and the Construction Funding Agreement other than by reason of non-cohformance of such requisition with the requirements of the Borrower Loan Agreement or the Construction Funding Agreement or other failure of any condition to the funding ofa requisition set forth in Article 3 ofthe Construction Funding Agreement. AND (i) a petition has been filed and is pending against the Funding Lender under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and has not been dismissed within 60 days after such filing; (ii) the funding Lender has filed a petition, which is pending, underany bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or has consented to the filing of any petition against it under such law; or (iii) the Funding Lender shall have a receiver, liquidator or trustee appointed for it or for the whole or substantially all of its property. The occurrence ofa Material Funding Lender Event under this subsection (a) and the exercise of remedies upon any such declaration shall be subject lo any applicable limitations of federal bankruptcy law affecting or precluding such declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings;
Prior to the advancement by the Funding Lender ofthe entire amount ofthe funding Loan (i) the funding Loan Agreement or the Construction funding Agreement for any reason ceases to be valid and binding on the funding Lender or is declared to be null and void, or the validity or enforceability of any provision of the funding Loan Agreement or the Construction funding Agreement material to the performance by the Funding Lender of its obligations thereunder is denied by the funding Lender or any court of applicable jurisdiction, or the Funding Lender is denying further liability or obligation under the Funding Loan Agreement or the Construction Funding Agreement, in all oflhe above cases contrary to the terms oflhe Funding Loan Agreement and the Construction Funding Agreement, in any case, in a final non-appealable judgment: (ii) the Funding Lender has rescinded, repudiated or terminated the Funding Loan Agreement or the Construction Funding Agreement: or (iii) the Funding Lender is dissolved or confiscated by action of government due to war or peace time emergency or the United States government declares a moratorium on the Funding Lender's activities: or
Failure by the Funding Lender (i) to respond lo a complete and compliant funding requisition properly presented by the Borrower lo the Funding Lender for advancement of Loan funds pursuant to the Borrower Loan Agreement and the Construction Funding Agreement within 7 days ofthe receipt of such funding requisition.
|1010|
or (ii) lo fill I v I mul within 11) days after the funding Lender approves a funding requisition from the Borrower to the funding. Lender and has confirmed such requisition for payment pursuant lo ihe terms oflhe Borrower Loan Agreement and ihe Construction funding Agreement.
"Maturity Date"" shall mean December 1. 2054.
"Maximum Rate" shall mean the lesser of (i) 12% per annum and (ii) the maximum interest rale thai may be paid on the funding Loan under State law.
"Minimum Beneficial Ownership Amount" shall mean an amount no less than fifteen percent (15%) ol'the outstanding principal amount oflhe funding Loan.
".Moody's" shall mean Moody's Investors Service. Inc., or its successor.
"Negative Arbitrage Deposit" has the meaning set forth in the Contingency Draw-Down Agreemenl.
"Noteowner" or "owner of the Governmental Lender Note" mean the owner, or as applicable, collectively the owners, ofthe Governmental Lender Note as shown on the registration books maintained by the funding Lender pursuant to Section 2.4(d).
"Ongoing Governmental Lender Fee" shall mean (i) the bond issuer closing fee of 1.5% ofthe original principal amount ofthe Governmental Lender Note due at closing, a LIHTC issuer fee equal to 5% ofthe first full year's tax credit allocation due at closing, an amount equal to 10 basis oflhe original principal amount ofthe Governmental Lender Note due at closing for a bond legal reserve fee. (ii) the annual fee ofthe Governmental Lender in the amount of 15 basis points multiplied by the Outstanding principal amount of the Governmental Lender Note, which fee accrues monthly, and is payable semiannually by the Borrower to the Governmental Lender on each June 1 and December 1 commencing on December 1, 2021. so long as any portion ofthe funding Loan is outstanding, and (iii) a monitoring fee equal to $25 per unit, paid annually and submitted with the annual owner's certification to the City's Department of Housing.
"Opinion of Counsel" shall mean a written opinion from an attorney or firm of attorneys, acceptable to the funding fender and the Governmental Lender with experience in the matters to be covered in the opinion; provided that whenever an Opinion of Counsel is required to address the exclusion of interest on the Governmental fender Note from gross income for purposes of federal income taxation, such opinion shall be provided by l ax Counsel.
"Ordinance" shall mean an ordinance adopted by the. Cily Council on
. 202 1 .'authorizing the funding Loan and the execution and delivery of
the funding Loan Documents to which Governmental fender is a parly.
"Permitted Investments" shall mean, lo the extent authorized by law for investment of anv monevs held under this Funding Loan Agreement:
|1010|
Direct obligations ol'the United States of America including obligations issued or held in book-entry form on the books of the Department ofthe Treasury ol'the United Stales of America ("Govermnenl Obligations ').
Direct obligations of. and obligations on which the full and timely payment of principal and interest is unconditionally guaranteed by. any agency or instrumentality ofthe United States ol America, or direct obligations ofthe World Bank, which obligations are rated in the I Iighesl Rating Category.
fc) Demand deposits or time deposits with, or certificates of deposit issued by, any bank organized under ihe laws of the United Slates of America or any state or the District of Columbia which has combined capital, surplus and undivided profits of nol Jess than $50,000,000 and maturing, in less than 365 days; provided that such institution has been rated at least "VMIG-1 '"/"A- !•+" by 'Moody's/S&P which deposits or certificates are fully insured by the Federal Deposit Insurance Corporation or collateralized pursuant to the requirements of the Office of the Comptroller ofthe Currency.
Bonds (including tax-exempt bonds), bills, notes or other obligations of or secured by Fannie Mae, Freddie Mac, the Federal Home Loan Bank or the Federal farm Credit Bank.
Money market funds rated AAA by S&P which are registered with the Securities and Exchange Commission and which meet the requirements of Rule 2(a)(7) ofthe Investment Company Act of 1940, as amended.
Collateralized Investment Agreements or Repurchase Agreements with financial institutions rated in the "A" category or higher without regard to qualifiers, by at least one Rating Agency. The agreement must be continually collateralized with obligations specified in paragraphs (a), (b) and/or (d) above, eligible for wire through the Federal Reserve Bank System or the DTC/PT'C as applicable, and at a level of at least 103% ofthe amount on deposit and valued no less than daily. The collateral musl be held by a third party custodian and be free and clear of all liens and claims of third parties. Securities must be valued daily, marked-to-market at current market price plus accrued interest. If the market value ofthe securities is found to be below the required level, the provider must restore the market value of the securities lo the required level within one (1) business day. Permitted collateral must be delivered to and held in a segregated account by a custodian (the "Collateral Agent"), and the Collateral Agent cannot be the provider. The collateral musl be delivered to the Collateral Agent before/simultaneous with payment (perfection by possession of certificated securities). Acceptable collateral must be free and clear of all liens and claims ofthird parties and shall be registered in the name ofthe Collateral Agent for the benefit oflhe Governmental Fender. The agreement shall state that the Collateral Agent has a valid and perfected first priority security interest in the securities, any substituted securities and all proceeds thereof.
Anv other investment authorized by the laws ofthe State, if such investment is approved in advance in writing by the funding Lender in its sole discretion.
Permitted Investmenls shall not include any oflhe following:
|1010|
Except for any investment described in the next sentence, any investment or any agreemenl. vvith a maturity profile greater than the date(s) on which funds representing the corpus oflhe investment may be needed under the funding Loan Documents. I his exception ( 1 ) shall not apply to Permitted Investments listed in paragraph (g)
anv obligation bearing inleresl at. an inverse floating rate.
Any investment which may be prepaid or called at a price less than its purchase price prior to stated maturity.
Any investment the inleresl rate on which is variable and is established other than by reference to a single index plus a fixed spread, if any, and which interest rate moves proportionately with that index.
"Person"' shall mean any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any oflhe foregoing.
"Pledged Revenues7' shall mean ihe amounts pledged underthis Funding I_,oan Agreement to the payment ofthe principal of, prepayment premium, if any, and interest on the Funding Loan and the Governmental Lender Note, consisting ofthe following: (i) all income, revenues, proceeds and other amounts to which the Governmental Lender is entitled (other than amounts received by the Governmental Lender with respect to the Unassigned Rights) derived from or in connection with the Projects and the Funding Loan Documents, including all Borrower Loan Payments due under the Borrower Loan Agreemenl and the Borrower Note, payments wilh respect to the Borrower Loan Payments and all amounts obtained through the exercise of the remedies provided in the Funding Loan Documents and all receipts credited under the provisions of this Funding Loan Agreement against said amounts payable, and (ii) moneys held in the funds and accounts established under this Funding Loan Agreement, together with investment earnings thereon.
"Potential Default*' shall have the meaning ascribed to that term in the Borrower Loan Agreemenl.
"Prepayment Premium" shall mean (i) any premium payable by the Borrower pursuant to the Borrower .Loan Documents in connection with a prepayment of the Borrower Note (including anv Prepayment Premium as set forth in the Borrower Note) and (ii) any premium payable on the Governmental Lender Note pursuant to this Funding Loan Agreement.
"Projects" shall have the meaning given to that term in the Ordinance.
"Rating Agencv" shall mean any one and each of S&P, Moody's and Fitch then rating the Permitted Investments or any other nationally recognized statistical rating agency then rating the Permitted Investments, which has been approved by the Funding Lender.
"Regulations'" shall mean with respect lo the Code, the relevant U.S. Treasury regulations and proposed regulations under ihc Code or any relevant successor provisions to such regulations and proposed regulations.
<¦)
'"'Regulatory Agreement" shall mean lhat certain Regulatory Agreemenl and Declaration of Resirictivc Covenants, claied as of November 1, 202 I. by and between the Governmental Lender and the Borrovver. as subsequent ly ameiuied or modi lied.
"Remaining Funding Loan Proceeds Account" has the meaning set forth in the Cont i ngency Draw -Dovv n Agree menI.
"Required Transferee Representations" shall mean the representations in substantially the form attached to this Funding Loan Agreement as Exhibit C.
"Securities Act" shall mean the Securities Act of 1933. as amended.
"Security" shall mean the security for the performance by the Governmental Lender of its obligations under ihe Governmental Lender Note and this Funding Loan Agreemenl as more fully set forth in Article IV.
"Security Instrument" shall mean the Multi-Family Mortgage, Assignment of Rents, and Security Agreemenl (as amended, restated and/or supplemented from time to time) of even dale herewith, made by the Borrower in favor ofthe Governmental Lender, as assigned to the Funding Lender to secure the performance by the Governmental Lender of its obligations under the Funding Loan.
"Servicer" shall mean any Servicer appointed by the Funding Lender to perform certain servicing functions with respect to the Funding Loan and on the Borrower Loan pursuant to a separate servicing agreement to be entered into between the Funding Lender and the Servicer. Initially the Servicer shall be the Funding Lender pursuant to this Funding Loan Agreement.
"Servicing Agreement" shall mean any servicing agreement entered into between the Funding Lender and a Servicer with respect to the servicing of the Funding Loan and/or the Borrower Loan.
"ScSliP" shall mean S&P Global Ratings, a business unit of Standard & Poor's Ratings Services, or its successors.
"State" shall mean the State of Illinois.
""Tax Compliance Agreement" shall mean the "fax Compliance Agreement, dated the Closing Dale, executed and delivered by the Governmental Lender and the Borrower.
"'"Tax Counsel" shall mean SchiIf I lardin LLP. Chicago, Illinois, or any other attorney or linn of attorneys designated bv the Governmental Lender and approved by the Funding Lender having a national reputation for skill in connection with the authorization and issuance of municipal obligations under Sections 103 and 141 through 150 (orany successor provisions) of the Code.
"Tax Counsel Approving Opinion" shall mean an opinion of Tax Counsel substantially to the effect that the Governmental Lender Note constitutes a valid and binding obligation ofthe Governmental Lender and lhat. under existing statutes, regulations published rulings and judicial
10
decisions, the interest on the Governmental Lender Note is excludable from gross income for federal income lax purposes (subiecl lo the inclusion of such customary exceptions as are acceptable to the recipient ol the opinion)
'""Tax Counsel No Adverse Effect" Opinion" shall mean an opinion of Tax Counsel to the effect that taking the action specified in ihe opinion will not impair the exclusion of inleresl on the Governmental Lender Note from gross income for purposes of federal income taxation (subject to the inclusion of such customary exceptions as are acceptable to the recipient ofthe opinion).
"UCC" shall mean the Uniform Commercial Code as in effect in the State.
"Unassigned Rights" shall mean the Governmental Lender's rights to reimbursement and payment of its fees, costs and expenses and the Rebate Amount under Section 2.5 ofthe Borrower Loan Agreement, its right to payment oflhe Governmental Lender's Closing Fee, the Ongoing Fee and any other fees payable to the Governmental Lender under Section 2.5 ofthe Borrower Loan Agreement, its rights lo attorneys' lees under Section 5.14 ofthe Borrower Loan Agreement, its rights to indemnification under Section 5.15 oflhe Borrower Loan Agreement, its rights of access under Section 5.17 oflhe Borrovver Loan Agreement, its rights to enforce the terms ofthe Regulatory Agreement, including Borrower's covenants to comply with applicable laws, its rights to give and receive notices, reports and other statements and to enforce notice and reporting requirements and restrictions on transfers of ownership of the Project, its rights under Section 5.20(b) ofthe Borrower Loan Agreemenl, and its rights to consent to certain matters, as provided in this Funding Loan Agreement and the Borrower Loan Agreement.
"Written Certificate," "Written Certification," "Written Consent," "Written Direction," "Written Notice," "Written Order," "Written Registration," "Written Request," and "Written Requisition" shall mean a written certificate, direction, notice, order or requisition signed by an Authorized Borrower Representative, an Authorized City Representative or an authorized representative ofthe Funding Lender and delivered to the Funding Lender, the Servicer or such other Person as required under the Funding Loan Documents.
"'Yield" shall mean yield as defined in Section 148(h) ofthe Code and any regulations pro m u 1 gated th ere u nd e r.
Section 1.2. Effect of Headings and T able of Contents. The Article and Section headings in this Funding Loan Agreement and in the Table of Contents are for convenience only-arid shall not affect the construction of this Funding Loan Agreement.
Section 1.3. Date of Funding Loan Agreement. The dale of this Funding Loan Agreement is intended as and for a dale for the convenient .identification of this Funding Loan Agreement and is not intended to indicale thai this Funding Loan Agreemenl was executed and delivered on that date.
Section 1.4. Designation of T ime for Performance. Except as otherwise expressly provided in this Funding Loan Agreemenl. am reference in this Funding Loan Agreement to the time of dav shall mean the lime of day in the city where the Funding Lender maintains its place of business for the performance of its obligations under this Funding Loan Agreement.
I I
Section 1.5. Interpretation. I he parties acknowledge that each of them and their respective counsel have participated in the drafting and revision of this funding Loan Agreement. Accordingly, the parlies agree thai any rule ol construction lhat dislavois the drafting party shall not apply in the interpretation of this funding Loan Agreement or any amendment or supplement or exhibit hereto.
AR I K I K 11
Terms; Governmental Lender Note
Section 2.1. Terms.
Principal Amount. The total principal amount ofthe Funding Loan is expressly limited to the Authorized Amount.
Draw-Down funding. The Funding I .oan is originated on a draw-down basis. The proceeds ofthe funding Loan shall be advanced by the Funding Lender directly to the Borrower for the account of the Governmental Lender as and when needed to make each advance in accordance with the disbursement provisions of the Borrower Loan Agreement and the Construction Funding Agreement. Upon each advance of principal under the Borrower Loan Agreement and the Construction funding Agreement, a like amount ofthe Funding Loan shall be deemed concurrently and simultaneously advanced under this Funding Loan Agreement, including
the initial advance of $ _. Notwithstanding anything in this Funding Loan
Agreement to the contrary, no additional amounts ofthe Funding Loan may be drawn down and funded after the third yearly anniversary of the Closing Dale; provided, however, that upon the delivery of a Tax Counsel No Adverse Effect Opinion lo the Governmental Lender and the Funding Lender such date may be changed lo a later date as specified in such Tax Counsel No Adverse Effect Opinion. The Governmental Lender has reviewed and approved the form of Contingency Draw-Down Agreement and consents to its terms and agrees to take all actions reasonably required ofthe Governmental Lender in connection with the conversion ofthe Funding Loan to a fully drawn loan pursuant to the provisions ofthe Contingency Draw-Down Agreement in the event a Draw-Down Notice is filed by the Funding Lender or the Borrower.
Origination Date; Maturity. The Funding Loan shall be originated, and the Governmental Lender Note shall be issued, on the Closing Date and shall mature on the Maturity Date at which time the entire principal amount, to the extent not previously paid, and all accrued and unpaid interest, shall be due and payable.
Principal. The outstanding principal amount oflhe Governmental Lender Note and ofthe Funding Loan as of any given date shall be the lolal amount advanced by the Funding Lender lo or for the account of the Governmental Lender to fund corresponding advances under the Borrower Loan Agreement and the Construction Funding Agreemenl as proceeds oflhe Borrower Loan, less anv payments of principal ofthe Governmental Lender Note previously received upon payment of corresponding principal amounts under the Borrower Note, including regularly scheduled principal payments and voluntary and mandatory prepayments. The principal amount ofthe Governmental Lender Note and interest thereon shall be payable on the basis specified in this paragraph (d) and in paragraphs (e) and (fi) of this Section 2.1.
1 2
The Funding Lender shall keep a record of nil principal advances and principal repayments made under the Governmental Lender Note and shall upon written request provide the Governmental Lender with a statement ol ihe outstanding principal balance ol the Governmental Lender Note and the Funding Loan.
Interest. Interest shall be paid on the outstanding principal amount of the Governmental Lender Note at the rate or rates set forth in the Borrower Note and otherwise as set forth in the Borrovver Loan Agreement.
Correspondina Payments. The payment or prepayment of principal, interest and premium, if any, clue on the Governmental Lender Note shall be identical vvith and shall be made on the same dates, terms and conditions, as the principal, interest, premiums, late payment fees and other amounts due on the Borrower Note. Any payment or prepayment made by the Borrower of principal, interest, premium, if any, due on the Borrower Note shall be deemed to be like payments or prepayments of principal, interest and premium, if any, due on the Governmental Lender Note.
Usury. T he Governmental Lender intends lo conform strictly to the usury laws applicable to this Funding Loan Agreement and ihe Governmental Lender Note and all agreements made in the Governmental Lender Note, this Funding Loan Agreement and the Funding Loan Documents are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid as interest or the amounts paid for the use of money advanced or to be advanced hereunder exceed the highest lawful rate prescribed under any law which a court of competent jurisdiction may deem applicable hereto. If, from any circumstances whatsoever, the fulfillment of any provision ofthe Governmental Lender Note, this Funding Loan Agreement or the other Funding Loan Documents shall involve the payment of interest in excess ofthe limit prescribed by any law which a court of competent jurisdiction may deem applicable hereto, then the obligation to pay interest hereunder shall be reduced to the maximum limit prescribed by law. If from any circumstances whatsoever, the Funding Lender shall ever receive anything of value deemed interest, the amount of which would exceed the highest lawful rate, such amount as would be excessive interest shall be deemed to have been applied, as oflhe date of receipt by the Funding Lender, to the reduction ofthe principal remaining unpaid hereunder and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance, such excess shall be refunded to the Borrower. This paragraph shall control every other provision ofthe Governmental Lender Note, this Funding Loan Agreemenl and all other Funding Loan Documents.
In determining whether the amount ol interest charged and paid might otherwise exceed the limit prescribed bv law. the Governmental Lender intends and agrees that (i) interest shall be computed upon the assumption that payments under the Borrovver Loan Agreement and other Funding Loan Documents will be paid according to the agreed terms, and (ii) any sums of money that are taken into account in the calculation of interest, even though paid at one time, shall be spread over the actual term oflhe Funding Loan.
Section 2.2. Form of Governmental Lender Note. As evidence of its obligation to repay the Funding Loan, simultaneously wilh the delivery of this Funding Loan Agreement to the Funding Lender, the Governmental Lender agrees lo execute and deliver the Governmental Lender Note. The Governmental Lender Note shall be substantially in the form set forth in Exhibit B
13
attached lo i;ii.s Funding Loan Agreemenl. with such appropriate insertions, omissions, substitutions and oilier variations as arc required or permitted by this Funding Loan Agreement and the Ordinance. In connection with Conversion, the Funding Lender shall have ihe right lo exchange the then existing Governmental Lender Note on or after the Conversion Dale for a new Governmental Lender Note with a dated date of the Conversion Date and in a staled principal amount equal to the then outstanding principal amount ofthe Governmental Lender Note, which amount will equal the Permanent Period Amount oflhe Borrovver Loan.
Section 2.3. Execution and Delivery of Governmental Lender Note. The
Governmental Lender Note shall be executed on behalf of the Governmental Lender by the manual or facsimile signature of its Chief Financial Officer, and its corporate seal (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced, and attested by the manual or facsimile signature of its City Clerk or Deputy City Clerk. In case any officer oflhe Governmental Lender whose signature or facsimile signature shall appear on the Governmental Lender Note shall cease to be such officer before ihe Governmental Lender Note so signed and sealed shall have been actually delivered, such Governmental Lender Note may, nevertheless, be delivered as herein provided, and may be executed and delivered as if the persons who signed or sealed such Governmental Lender Note had not ceased to hold such offices or be so employed. The Governmental Lender Note may be signed and sealed on behalf of the Governmental Lender by such persons as, at the actual time ofthe execution ofthe Governmental Lender Note, shall be duly authorized or hold the proper office in or employment by the Governmental Lender, although at the date ofthe Governmental Lender Note such persons may not have been so authorized nor have held such office or employment.
Section 2.4. Required Transferee Representations; Participations; Sale and Assignment.
The funding Lender shall deliver to the Governmental Lender on the Closing Date the Required Transferee Representations in substantially the form attached to this funding Loan Agreement as Exhibit C.
The Funding Lender shall have the right to sell (i) the Governmental Lender Note and the Funding Loan or (ii) any portion of or a participation interest in the Governmental Lender Note and the Funding Loan, to the extent permitted by Section 2.4(c) below, provided lhat (A) such sale shall be only to Approved Transferees that execute and deliver to the Funding Lender, vvith a copy to the Governmental Lender, the Required Transferee Representations and (13) if any amendment is to be made to this Funding Loan Agreemenl or any other Funding Loan Document in conjunction wilh such transfer, a Tax Counsel No Adverse Effect Opinion; provided, however, that no Required Transferee Representations shall be required to be delivered by transferees or beneficial interest holders described in clauses (3) or (4) of the definition of "Approved Transferee."
Notwithstanding the other provisions of this Section 2.4. no beneficial ownership interest in the Governmental Lender Note and Funding Loan shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount, provided, bow-ever, lhat beneficial ownership interests in the Governmental Lender Note and Funding Loan described in clause (3) of the
14
definition of ""Approved 'Transferee" may be sold in any amount without regard to the Minimum Beneficial Ownership Amount
The Governmental bender Note or any interest in it. shall be in fully-registered form transferable to subsequent holders only on the registration books which shall be maintained by ihe Funding Lender for such purpose and which shall be open to inspection by ihe Governmental Lender. The Governmental Lender Note shall not be transferred through the services ofthe Depository Trust Company or any other third party registrar.
The parties agree that no rating shall be sought from a rating agency with respect io the Funding Loan or the Governmental .Lender Note.
(I) No service charge shall be made for any sale or assignment oflhe Governmental Lender Note or a participation therein, but the Governmental Lender may require payment ofa sum sufficient to cover any tax or other charge that may be imposed in connection with any such sale or assignment and payment of any fees and expenses incurred by the Governmental Lender in connection therewith. Such sums shall be paid in every instance by the purchaser or assignee of the Governmental Lender Note or a participation therein.
ARTICLE III Prepayment
Section 3.1. Prepayment of the Governmental Lender Note from Prepayment under the Borrower Note. The Governmental Lender Note is subject to voluntary and mandatory prepayment as follows:
The Governmental Lender Note shall be subject to voluntary prepayment in full or in part by the Governmental Lender, from funds of the Governmental Lender received by the Governmental Lender to the extent and in the manner and on any date that the Borrower Note is subject to voluntary prepayment as set forth therein, at a prepayment price equal lo the principal balance ofthe Borrower Note to be prepaid, plus interest thereon to the dale of prepayment and ihe amount of any Prepayment Premium payable under the Borrower Note, plus any Additional Borrower Payments due and payable under ihe Borrower Loan Agreement through the date of prepayment.
T he Borrovver shall nol have the right to voluntarily prepay all or any portion of the Borrower Note, thereby causing the Governmental Lender Note lo be prepaid, except as specifically permitted in the Borrower Note, without the prior written consent of Funding Lender, which may be withheld in Funding Lender's sole and absolute discretion.
The Governmental Lender Note shall be subject lo mandatory prepayment in whole or in part upon prepayment of the Borrower Note at the direction of the Funding Lender in accordance with ihe terms ol'the Borrower Note at a prepayment price equal lo the outstanding principal balance of the Borrovver Note prepaid, plus accrued interest plus any other amounts payable under the Borrower Note or the Borrower Loan Agreement.
Section 3.2. Notice of Prepayment. Notice of prepayment ol'the Governmental Lender Note shall be deemed given to the extent thai notice of prepayment ofthe Borrovver Note is timely
15
ami properly given lo Funding Lender in accordance vvith the terms ofthe Borrower Note and the Borrower Loan Agreement, and no separale notice ol prepayment ofthe Governmental Lender Note is icq ui reel lo be given.
ARTICLE IV Sl'.CliRI 1 V
Section 4.1. Security for the Funding Loan. To secure the payment of the Funding Loan and the Governmental Lender Note, to declare the terms and conditions on which the Funding Loan and the Governmental Lender Note are secured, and in consideration ofthe premises and of the funding of the Funding Loan by the Funding Lender, the Governmental Lender by these presents does grant, bargain, sell, remise, release, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm lo the Funding Lender (except as limited herein), a lien on and security interest in the following described property (excepting, however, in each case, the Unassigned Rights) (said property, rights and privileges being herein collectively called, the 'Security'):
All right, title and interest of the Governmental Lender in, to and under the Borrower Loan Agreemenl and the Borrower Note, including, without limitation, all rents, revenues and receipts derived by the Governmental Lender from the Borrower relating to the Projects and including, without limitation, all Pledged Revenues, Borrower Loan Payments and Additional Borrower Payments derived by the Governmental Lender under and pursuant to, and subject to the provisions of, the Borrower Loan Agreement; provided that the pledge and assignment made under this Funding Loan Agreement shall not impair or diminish the obligations ofthe Governmental Lender under the provisions ofthe Borrower Loan Agreement;
All right, title and interest ofthe Governmental Lender in, to and under, together with all rights, remedies, privileges and options pertaining to, the Funding Loan Documents, and all other payments, revenues and receipts derived by the Governmental Lender under and pursuant to, and subject to the provisions of the funding Loan Documents;
Any and all moneys and investments from time lo time on deposit in, or forming a pari of, all funds and accounts created and held under this Funding Loan Agreement and any amounts held at any time in the Remaining Funding Loan Proceeds Account and the Remaining Funding L,oan Proceeds Account Earnings Subaccount, any Negative Arbitrage Deposit and any other amounts held under the Contingency Draw-Down Agreement, subject to the provisions of this Funding Loan Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein; and
Any and all other real or personal property of every kind and nature or description, which may from lime to time hereafter, by delivery or by writing of any kind, be subjected to the lien of this Funding Loan Agreement as additional security by ihe Governmental Lender or anyone on its part or with ils consent, or which pursuant to any ofthe provisions hereof or oflhe Borrovver Loan Agreement may come into the possession or control ofthe Funding Lender or a receiver appointed pursuant lo this Funding Loan Agreement: and the Funding Lender is authorized to receive anv and all such property as and for additional security for the Funding Loan and the Governmental Lender Note and to hold and apply all such property subject to ihe terms hereof.
16
. The pledge and assignment of and the security interest granted in the Security pursuant lo this Section 4.1 for the payment ofthe principal of. premium, if any, and interest on the Governmenlai Lender Note, in accordance with Us terms and provisions, and lor the payment oi all other amounts due hereunder, shall attach and be valid and binding from and alter the time of the delivery of the Governmenlai Lender Note by the Governmental Lender. The Security so pledged and then or thereafter received by the Funding Lender shall immediately be subject to the lien of such pledge and security inleresl without any physical delivery or recording thereof or further act, and the lien of such pledge and security interest shall be valid and binding and prior to the claims of any and all parties having claims of any kind in tort, contract or otherwise against the Governmental Lender irrespective of whether such parties have notice thereof.
Section 4.2. Delivery of Security. To provide security for the payment oflhe Funding Loan and the Governmental Lender Note. Ihe Governmental Lender has pledged and assigned to secure payment ofthe Funding Loan and the Governmental Lender Note its right, title and interest in the Security to the Funding Lender. In connection with such pledge, assignment, transfer and conveyance, the Governmental Lender shall deliver to the Funding Lender the following documents or instruments promptly following their execution and, to the extent applicable, their recording or filing:
The Borrower Note endorsed without recourse to the Funding Lender by the Governmental Lender;
The originally executed Borrower Loan Agreemenl and Regulatory Agreement;
fc) The originally executed Security Instrument and all other Borrower Loan Documents existing at the time of delivery ofthe Borrower Note and an assignment for security ofthe Security Instrument from the Governmental Lender to the Funding Lender, in recordable form;
Uniform Commercial Code financing statements or other chattel security documents giving notice of the Funding Lender's status as an assignee of the Governmental Lender's security interest in any personal property forming part ofthe Projects, in form suitable for filing; and
Uniform Commercial Code financing statements giving notice ofthe pledge by the Governmental Lender ofthe Security pledged under this Funding Loan Agreement.
The Governmental Lender shall deliver and deposit with the Funding. Lender such additional documenls. financing statements, and instruments as the Funding Lender may reasonably require from time lo time for the belter perfecting and assuring to the Funding Lender of its lien and security interest in and to the Security including, at the request of the Funding Lender, any amounts held under the Contingency Draw-Down Agreement, al the expense ofthe Borrower.
17
ART !CLE V
LlMI IT.O Ll A It 11,1 TY
Section 5.1. Source of Payment of Governmental Lender Note and Oilier Obligations; Disclaimer of General Liability. The Governmental bender Note, together with premium, if any, and interest thereon, are special, limited obligations ofthe Governmental Lender, payable solelv from the security pledged hereunder. The Governmental Lender Note is nol a general obligation oflhe Governmental Lender or a charge against its general credit or the general credit taxing powers of the Stale, the Governmental Lender, or any other political subdivision thereof, and shall never give rise lo any pecuniary liability ofthe Governmental Lender, and neither the Governmental Lender, the Slate nor any other political subdivision thereof shall be liable for the payments of principal of and, premium, if any, and interest: on the Governmental Lender Note, and the Governmental Lender Note is payable from no other source, but are special, limited obligations ofthe Governmental Lender, payable solely out ofthe security pledged hereunder and receipts ofthe Governmental Lender derived pursuant to this Funding Loan Agreement. No holder ofthe Governmental Lender Note or any interest iherein has the right to compel any exercise of the taxing power ofthe Stale, ihe Governmenlai Lender or any other political subdivision thereof to pay the Governmental Lender Note or the interest or premium, if any, thereon.
Section 5.2. Exempt from Individual Liability. No recourse shall be had for the
payment ofthe principal of, premium, if any, or the interest on the Governmental Lender Note or for any claim based thereon or any obligation, covenant or agreement in this Funding Loan Agreement against any official, officer, agent, employee or independent contractor of the Governmental Lender or any person executing the Governmental Lender Note in his or her personal capacity. No covenant, stipulation, promise, agreement or obligation contained in the Governmental Lender Note, this Funding Loan Agreement or any other document executed in connection herewith shall be deemed to be the covenant, stipulation, promise, agreement or obligation of any present or future official, officer, agent or employee oflhe Governmental Lender in his or her individual capacity and neither any official of the Governmental Lender nor any officers executing the Governmental Lender Note shall be liable personally on the Governmental Lender Note or under ibis Funding Loan Agreement or be subject to any personal liability or accountability by reason oflhe execution and delivery ofthe Governmental Lender Note or the execution of this Funding Loan Agreement.
ARTICLE VI Closing Conditions; Application oi- Funds
Section 6.1. Conditions Precedent to Closing. Closing oflhe Funding Loan on the Closing Dale shall be conditioned upon satisfaction or waiver by the Funding Lender in its sole discretion of each oflhe conditions precedent to closing set forth in this Funding Loan Agreement, including but nol limited to the following:
Receipt by the Funding Lender ofthe original Governmental Lender Note;
Receipt by the Funding Lender ofthe original executed Borrower Note, endorsed to the Funding Lender by the Governmental Lender:
IX
Receipt by the Funding I .ender ol'cxcculed counterpart copies of this Funding Loan Agreement, the Borrower Loan Agreemenl. the Construction Funding Agreement, the Regulatory .Agreement, the fax Compliance Agreement and the Security Instrument:
A cerlilled copy ofthe Ordinance:
Executed Required Transferee Representations from the Funding Lender:
Delivery into escrow of all amounts required to be paid in connection vvith the origination ofthe Borrower Loan and the Funding Loan and any underlying real estate transfers or transactions, including ihe Cosls of Funding Deposit, in accordance vvith Section 2.3(c)(ii) of the Borrower Loan Agreement;
Receipt by the Funding Lender ofa lax Counsel Approving Opinion;
Receipt by the Funding Lender of an Opinion of Counsel from 'fax Counsel lo the effect that the Governmental Lender Note is exempt from registration under the Securities Act. and this Funding Loan Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(i) Delivery of an opinion of counsel to the Borrower addressed to the Governmental
Lender and the Funding Lender to the effect that the Borrower Loan Documents and the
Regulatory Agreement are valid and binding obligations ofthe Borrower, enforceable against the
Borrower in accordance with their terms, subject lo such exceptions and qualifications as are
acceptable to the Governmental Lender and the Funding Lender; and
(j) Receipt by the Funding Lender of any other documents or opinions that the Funding Lender or T ax Counsel may require.
ARTICLE VII
Funds and Accounts
Section 7.1. Authorization to Create Funds and Accounts. No funds or accounts shall be established in connection with the Funding Loan at the time of closing and origination ofthe Funding Loan. The Funding Lender and the Servicer, if any, and any designee ofthe Funding Lender or the Servicer, are authorized to establish and create from time to time such other funds and accounts or subaccounts as may be necessary for the deposit of moneys (including, without limitation, insurance proceeds and/or condemnation awards), il any. received by the Governmental Lender, the Funding Lender or the Ser\ icer pursuant to the terms hereof or any ol'the oilier Funding. Loan Documents and not immediately transferred or disbursed pursuant to the terms ot the Funding Loan Documents and/or the Borrower Loan Documents.
Section 7.2. Investment of Funds. Amounts held in any funds or accounts created under this Funding Loan Agreementshall be invested by the Funding Lender, the Servicer or the designee of the Funding Fender or Servicer, as applicable, in Permitted Investments at the direction ofthe Borrovver. subject in all cases to the restrictions ol" Section 8.7 and oflhe fax Compliance Agreemenl.
ART I CLE VIII
Ri i'Ki:si:n i \ rio\s \\i) C()v i n a\ i s
Section 8.1. General Representations The Governmental Lender makes the following representations as the basis for the undertakings on its part herein contained:
The Governmental Lender is a municipality and home rule unit oflocal government duly organized and validly existing under the 1970 Constitution and laws of the State. The Governmental Lender has power and lawful authority to adopt the Ordinance, to execute and deliver the Funding Loan Documents lo which it is a party (the "Governmental Lender Documents"''), to execute and deliver the Governmental Lender Note and receive the proceeds of the Funding Loan, to apply the proceeds oflhe Funding Loan lo make the Borrower Loan, lo assign the revenues derived and to be derived by ihe Governmenlai Lender from the Borrower Loan to the Funding Lender, and to perform and observe the provisions of the Governmental Lender Documents and the Governmental Lender Note on its part lo be performed and observed.
The Cily Council ofthe Governmental Lender has approved the Ordinance and the Ordinance has not been amended, modified or rescinded and is in full force and effect as ofthe date hereof.
The Governmental Lender has duly authorized the execution and delivery of each ofthe Funding Loan Agreement and the Governmental Lender Note and the performance ofthe obligations ofthe Governmental Lender thereunder.
The Governmental Lender makes no representation or warranty, express or implied, that the proceeds ofthe Funding Loan will be sufficient to finance the acquisition, construction and equipping ofthe Projects or that the Projects will be adequate or sufficient for the Borrower's intended purposes.
The revenues and receipts to be derived from the Borrovver Loan Agreement, the Borrower Note and this Funding Loan Agreemenl have nol been pledged previously by the Governmental Lender lo secure any of its notes or bonds other than the Governmental Lender Note.
THE GOVERNMENTAL LENDER MAKES NO REPRESENTATION, COVENANT OR AGREEMENT AS TO THE FINANCIAL POSITION OR BUSINESS CONDITION OF THE BORROWER OR. THE PROJECT AND DOES NOT REPRESENT OR WARRANT AS TO ANY STATEMENTS. MATERIALS, REPRIMENTATIONS OR CERTIFICATIONS FURNISHED BY THE BORROWER IN CONNECTION WITH THE FUNDING IOAN OR THE BORROWER LOAN OR AS "TO THE CORRECTNESS. COMPLE TENESS OR ACCURACY THEREOF.
Section 8.2. Further Assurances "The Governmental Lender will do, execute, acknowledge, when appropriate, and deliver from time to lime al the request of the Funding Lender, to the extent permitted by the Ordinance, such further acts, instruments, financing statements and other documents as are necessary or desirable to better assure, transfer, pledge or assign to the Funding Lender or holders of inleresl in the Funding Loan, and grant a security interest unto the Funding Fender or holders of interests in the Funding Loan in and to the Security
20
and the olhcr properties and revenues herein described and otherwise to carry out the intent and purpose oflhe bunding Loan Documents and the funding Loan.
Section 8.3. Payment of Funding Loan Obligations. The Governmental Lender will pav or cause lo be paid the principal of. prepayment premium, if any. and ihe interest on the funding Loan as the same become due. but solely from ihe Security, as described in Section 5.1 of this funding Loan Agreemenl.
Section 8.4. Funding Loan Agreement Performance. The funding Lender, on behalf ofthe Governmental Lender and vvith the Written Consent ofthe Governmental Lender, may (but shall not be required or obligated) perform and observe any such agreemenl or covenant oflhe Governmental 'Lender under the Funding Loan Agreement, all to the end that the Governmenlai Lender's rights underthe Borrovver Loan Agreemenl may be unimpaired and free from default.
Section 8.5. Servicer. The Funding Lender may appoint a Servicer to service and administer the Governmental Loan and the Borrower Loan on behalf of the Funding Lender, including without limitation the fulfillment of rights and responsibilities granted by Governmental Lender to Funding Lender pursuant lo Section 2.1 oflhe Borrower Loan Agreement; provided, however, that no appointment of a Servicer shall release the Funding Lender from ultimate responsibility for any obligation hereunder.
Section 8.6. Tax Covenants. The Governmental Lender covenants to and for the benefit of the Funding Lender and any other holders of an interest in the Governmental Lender Note that, notwithstanding any other provisions of this funding Loan Agreement or of any other instrument, it will:
At all times do and perform all acts and things permitted by law and this funding Loan Agreement which are necessary or desirable in order to assure, and will not knowingly take any action which will adversely affect, the tax-exempt status of the Governmental Lender Note; and
Not use or knowingly permit the use of any proceeds ofthe funding Loan or other funds ofthe Governmental fender, directly or indirectly, in any manner, and will not take or permit to be taken any other action or actions, which would result in any ofthe Governmental Lender Note being treated as an obligation not described in Section 142(a)(7) of the Code by reason of the Governmental Lender Note or interest thereon not meeting the requirements of Section 142(d) oflhe Code;
In furtherance of the covenants in this Section 8 6. the Governmental Lender and the Borrovver shall execute, deliver and comply with the provisions ofthe Tax Compliance Agreement, which arc by this reference incorporated into this Funding Loan Agreemenl and made a pari ol this funding Loan Agreemenl as if set forth in this Funding Loan Agreement in full, and by its acceptance of this Funding Loan Agreement the Funding Lender acknowledges receipt oflhe Tax Compliance Agreement and acknowledges its incorporation in this Funding Loan Agreement by this reference. The funding Lender agrees il will invest funds held under this funding Loan Agreement in Permitted Investments in accordance with the direction ofthe Borrovver and the terms of this Funding Loan Agreement and the "fax Compliance Agreement (this covenant shall
21
extend throughoul the term ofthe Funding Loan, to all funds and accounts created under or in connection vvith this Funding Loan Agreement and all monevs on deposit to the credit of anv Fund or Account), provided thai the Funding Lender shall be deemed i.o have complied with such requirements and shall have no liability to the extent it reasonably follows directions of the Borrovver not inconsistent, with the terms oflhis Funding Loan Agreement and the Tax Compliance Agreement or otherwise complies vvith the provisions ofthe Funding Loan Agreement relating lo funds and accounts.
For purposes of this Section 8.6 the Governmental Lender's compliance shall be based solely on matters within the Governmental Lender's control and no acts, omissions or directions ofthe Borrower, the Funding Lender orany other Persons shall be attributed to the Governmental Lender.
In complying with the foregoing covenants, the Governmental Lender may rely from time lo time on a Tax Counsel No Adverse Effect Opinion or oilier appropriate opinion of Tax Counsel.
Section 8.7. Performance by the Borrower. Without relieving the Governmental Lender from the responsibility for performance and observance ofthe agreements and covenants required to be performed and observed by il hereunder, the Borrower, on behalf of the Governmental Lender and with the Written Consent ofthe Governmental Lender, may perform any such agreement or covenant if no Borrower Loan Agreemenl Default or Potential Default under the Borrower Loan Agreement exists.
Section 8.8. Repayment of Funding Loan. Subject lo the provisions of Article V hereof, the Governmental Lender will duly and punctually repay, or cause to be repaid, but solely from the Security set forth in Article IV hereof, the Funding Loan, as evidenced by the Governmental Lender Note, as and when the same shall become due, all in accordance with the terms ofthe Governmental Lender Note and this Funding Loan Agreement.
Section 8.9. Borrower Loan Agreement Performance.
T he Servicer and the Funding Lender, on behalf of the Governmenlai Lender and wilh the Written Consent ofthe Governmental Lender, may (but shall not be required or obligated to) perform and observe any such agreement or covenant ofthe Governmenlai Lender under the Borrovver Loan Agreemenl, all to the end that the Governmental Lender's rights under the Borrower Loan Agreement may be unimpaired and Iree from default.
The Governmental Lender will promptly notify the Borrower, (he Servicer and the Funding Lender in writing ol the occurrence ol any Borrower Loan Agreement Default, provided thai the Governmental Lender has received written notice or otherwise has actual knowledge of such event; and further provided that the Governmental Lender shall have no liability to any person for its failure to provide any such notice so long as it has made a good faith effort to comply with such provisions.
The Funding Fender will promptly notify the Borrovver, the Servicer, if any, and the Governmental Lender in writing ofthe occurrence of any Event of Default or any Borrower Loan Agreement Default known to the Funding Fender.
Section 8.10. Maintenance of" Records; Inspection ot" Records
ihe funding l.eiuiei shall keep and maintain adequate rccuids pertaining to the Hinds and accounts, if any. established hereunder, including all deposits to and disbursements Irom said funds and accounts and shall keep and maintain the registration books for the funding Loan and interests therein. The Funding Lender shall retain in its possession all certilications and other documents presented lo it, all such records and all records of principal, interest and prepayment premium, if any, paid on the Funding Loan, subject to the inspection of the Borrower, the Governmental Lender, the Servicer and their representatives at all reasonable times and upon reasonable prior notice.
The Governmental Lender will al any and all times, upon the reasonable request of the Servicer, the Borrower or the Funding Lender, afford and procure a reasonable opportunity by their respective representatives to inspect the books, records, reports and other papers of the Governmental Lender relating to the .Projects and the Funding Loan, if any, and to make copies thereof.
Section 8.J 1. Representations and Warranties of the Funding Lender. The Funding Lender represents to the Governmental Lender and the Borrower that it is duly authorized to enter into and perform this Funding Loan Agreement, and has full authority to take such action as it may deem advisable with respect to all matters pertaining lo ibis Funding Loan Agreement.
Section 8.12. Funding Lender Limitations. Notwithstanding anything herein or in the Borrower Loan Agreement to the contrary, prior lo the advancement by the Funding Lender of all advances of loan funds hereunder (and, by virtue hereof, under the Borrower Loan Agreement and the Construction Funding Agreement), and only prior to such final advancement of all loan funds hereunder, no notice to or consent of the Funding Lender shall be required under any provision of this Funding Loan Agreement or the Borrower Loan Agreement nor shall the Funding Lender have any right to receive notice of, consent to, direct or control any actions, restrictions, rights, remedies, waivers or acceleration pursuant to any provision of this Funding Loan Agreemenl or the Borrovver Loan Agreement during any time that (a) any Material Funding Lender Event shall have occurred and be continuing; or (b) the Funding Loan Agreemenl and the Construction Funding Agreement are not in effect and all obligations of the Governmental Lender and the Borrovver. including payment obligations, pursuant to the Funding Loan Agreement, Governmenlai Lender Note, Borrovver Loan Agreement and Borrower Note have been fully satisfied.
ARTICLE IX 1)1 l l i; RI vii.dii s
Section 9.1. Events of Default. Any one or more oflhe following shall constitute an event of default (an "Event of Default"') under this Funding Loan Agreement (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant lo any judgment, decree or order of any court or any order, rule or regulation of any administrative or Governmental Authority):
(a) A default in the payment of any interest upon the Governmental Lender Note when such interest becomes due and payable: or
(b) A default in the payment of principal of or premium on. the Governmental Lender Note when such principal or premium becomes due and payable, whether at its slated maturity, by declaration oi acceleration or call lor mandatory prepayment orotherwi.se . or
Cc) Subject lo Section 8.7. default in the performance or breach of any material covenant or warranty ofthe Governmental Lender in this funding Loan Agreement (other than a covenant or warranty or default in the performance or breach of which is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days after there has been given written notice, as provided in Section 1 1.1, to the Governmental Lender and the Borrower by the funding Lender or the Servicer, specifying such default or breach and requiring ii to be remedied and stating lhat such notice is a "Notice of Default" under this Funding Loan Agreement; provided that, so long as the Governmental Lender has commenced lo cure such failure to observe or perform within the thirty (30) day cure period and the subject matter ofthe default is not capable of cure within said thirty (30) day period and the Governmental Lender is diligently pursuing such cure lo the Funding Lender's satisfaction, with the Funding Lender's Written Direction or Written Consent, then the Governmental fender shall have an additional period of lime as reasonably necessary (not to exceed 30 days unless extended in writing by the funding fender) within which to cure such default; or
(d ) A default in the payment of any Additional Borrower Payments; or
(e) Any other "Default" or "Event of Default" under any ofthe other funding Loan Documents (taking into account any applicable grace periods therein).
Section 9.2. Acceleration of Maturity; Rescission and Annulment.
Subject to the provisions of Section 9.9, upon the occurrence of an Event of Default under Section 9.1, then and in every such case, the funding Lender may declare the principal of the funding Loan and the Governmental Lender Note and the interest accrued to be immediately due and payable, by notice to the Governmental Lender and the Borrower and upon any such declaration, all principal of and Prepayment Premium, if any, and inleresl on the funding Loan and the Governmental Lender Note shall become immediately due and payable.
At any time after a declaration of acceleration has been made pursuant to subsection (a) of this Section, the funding Lender may by Written Notice to the Governmental Lender, rescind and annul such declaration and its consequences if:
There has been deposited wilh the Funding Lender a sum sufficient to pay (1) all overdue installments of interest on the Governmental Lender Note. (2 ) ihe principal of and Prepayment Premium on the Governmental Lender Note that has become, due otherwise than by such declaration of acceleration and interest thereon at the rale or rates prescribed therefor in the Governmental Lender Note. (3) lo the extent that payment of such interest is lawful, interest upon overdue installments of inleresl at the rate or rales prescribed therefor in the Governmental Lender Note, and (4) all sums paid or advanced by the Funding Lender and the reasonable compensation, expenses, disbursements and advances oflhe Funding Lender, ils agents and counsel (but only lo the extent nol duplicative wilh subclauses ( I ) and (3.) above): and
All [.vents of Default, other than the non-payment of the principal of the Government Lender Note which have become due solely by such declaration of acceleration, have been cured or have been waived in writing as provided m Section 9 9
No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.
Notwithstanding the occurrence and continuation of an Event of Default, it is understood that the Funding Lender shall pursue no remedies against the Borrower or the Project if no Borrower Loan Agreement Default has occurred and is continuing. An Event of Default hereunder shall not in and of itself constitute a Borrower Loan Agreement Default.
Section 9.3. Additional Remedies; Funding Lender Enforcement.
Upon the occurrence of an Event of Default, the Funding Lender may, subject to the provisions of this Section 9.3 and Section 9.9, proceed to protect and enforce its rights by mandamus or other suit, action or proceeding at law or in equity. No remedy conferred by this Funding I.,oan Agreement upon or remedy reserved lo ihe Funding Lender is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and shall be in addition to any other remedy gi ven to the Funding Lender hereunder or now or hereafter existing at law or in equity or by statute.
Upon the occurrence and continuation of any Event of Default, the Funding Lender may proceed forthwith to protect and enforce its rights and this Funding Loan Agreement by such suits, actions or proceedings as the Funding Lender, in its sole discretion, shall deem expedient. Funding Lender shall have upon the occurrence and continuation of any Event of Default all rights, powers, and remedies with respect to the Security as are available under the Uniform Commercial Code applicable thereto or as are available under any other applicable law at the time in effect and, without limiting the generality oflhe foregoing, the funding Lender may proceed at law or in equity or otherwise, to the extent permitted by applicable law:
lo take possession ofthe Security or any part thereof, with or without legal process, and to hold, service, administer and enforce any rights thereunder or thereto, and otherwise exercise all rights of ownership thereof, including (but not limited lo) ihe sale of all or part ofthe Security;
to become mortgagee oI record for the Borrower Loan including, without limitation, completing the assignment of the Security Instrument by the Governmental Lender to the Funding Lender as anticipated by this Funding Loan Agreement, and recording the same in the real estate records ol the jurisdiction in which the Projects are located, without further act or consent oflhe Governmental Lender, and lo service and administer the same for its own account:
to service and administer the Funding Loan as agenl and on behalf of ihe Governmental Lender or otherwise, and. if applicable, to lake such actions necessary to enforce the Borrower Loan Documents and the Funding Loan Documents on its own behalf, and to take such alternative courses of action, as it may deem appropriate: or
(iv) to take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or al law lor the specific performance of any covenant, condition or agreement in the Governmental Lender Note, lIus funding Loan Agreement oi the other funding Loan Documents, or the Borrower Loan Documents, or in and ofthe execution of anv |iovver herein granted, or for foreclosure hereunder, or lor enforcement ol any other appropriate legal or equitable remedy or otherwise as the Funding Lender may elect.
Whether or not an Event of Default has occurred, and except as provided in Section 9.1 5, the Funding Lender, in its sole discretion, shall have the sole right to waive or forbear any term, condition, covenant or agreement ofthe Security Instrument, the Borrower Loan Agreement, the Borrower Note or any oilier Borrower Loan Documents or Funding Loan Documents applicable to the Borrower, or any breach thereof, other than a covenant lhat would adversely impact the tax-exempt stains of the interest on the Governmental Lender Note, and provided that ihe Governmental Lender may enforce specific performance with respect to the Unassigned Rights; provided, however, that any such forbearance by the funding Lender in the exercise of its remedies under the funding Loan Documents shall not be construed as a waiver by the Funding Lender of any Conditions to Conversion.
If the Borrower defaults in the performance or observance of any covenant, agreement or obligation ofthe Borrower set forth in the Regulatory Agreement, and if such default remains uncured for a period of 60 days after the Borrower and the funding Lender receive Written Notice stating that a default under the Regulatory Agreement has occurred and specifying the nature of the default, the Funding Lender shall have the right to seek specific performance ofthe provisions of the Regulatory Agreement or to exercise its other rights or remedies thereunder.
Subject to applicable notice and cure periods, if the Borrower defaults in the performance of its obligations under the Borrower Loan Agreement to make rebate payments, to comply with any applicable continuing disclosure requirements, or to make payments owed pursuant to Sections 2.5, 5.14 or 5.15 ofthe Borrower Loan Agreement for fees, expenses or indemnification, the funding fender shall have the right to exercise all its rights and remedies thereunder (subject to the last paragraph of Section 9.14).
Section 9.4. Application of Money Collected. Any money collected by the Funding Lender pursuant to this Article and any other sums then held by the Funding Lender as part ofthe Security, shall be applied in the following order, at the date or dales fixed by the Funding Lender:
I ns:: To the payment ol any and all fees due the Governmental Lender, the Servicer or the Rebate Analvst under the Borrower Loan Documents:
Second: To the payment of any and all amounts due under the Funding Loan Documents other than with respect to principal and interest accrued on the Funding Loan;
Fluid: To the payment ofthe whole amount ofthe Funding Loan, as evidenced by the Governmental Lender Note, then due and unpaid in respect of which or for the benefit of which such money has been collected, wilh interest (lo the extent that such interest has been collected or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the respective rate or rales prescribed therefor in the Governmenlai Lender Note) on overdue principal
of. and Prepayment Premium and overdue installments of interest on the Governmental Lender Note: provided, however, that partial interests in anv portion oflhe Governmental Lender Note shall be paid in such older oi piiorilv as may lie piescribed bv Written Direction oi the funding Lender in its sole and absolute discretion: and
(cf) fourth: The payment ofthe remainder, if any, to ihe Borrower or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
(e) If and to the extent this Section 9.4 conflicts vvith the provisions ofthe Servicing Agreement, the provisions ofthe Servicing Agreement, shall control. Capitalized terms used in this Section 9.4 but not otherwise defined in this Funding Loan Agreement shall have the meanings given such terms in the Servicing Agreement.
Section 9.5. Remedies Vested in Funding Lender. All rights of action and claims under this Funding Loan Agreement or the Governmental Lender Note may be prosecuted and enforced by the Funding Fender without the possession oflhe Governmental Lender Note or the production thereof in any proceeding relating thereto.
Section 9.6. Restoration of Positions. If funding Lender shall have instituted any proceeding to enforce any right or remedy under this funding Loan Agreement and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the funding Lender, then and in every such case the Governmental Lender and the Funding Lender shall, subject to any determination in such proceeding, be restored to their former positions hereunder, and thereafter all rights and remedies ofthe Governmental Lender and the Funding Lender shall continue as though no such proceeding had been instituted.
Section 9.7. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the funding Lender is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall nol prevent the concurrent assertion or employment of any other appropriate right or remedy.
Section 9.8. Delay or Omission Not Waiver. No delay or omission of the funding Lender lo exercise any right or remedy accruing upon an Lvent of Default shall impair any such right or remedy or constitute a waiver of any such Lvent of Default or an acquiescence therein, fvery right and remedy given by this Article or by law to the Funding Lender may be exercised from time to time, and as often as may be deemed expedient, by Funding Lender. No waiver of any default or Event of Default pursuant to Section 9.9 shall extend to or shall affect any subsequent default or Event of Default hereunder or shall impair any rights or remedies consequent thereon.
Section 9.9. Waiver of Past Defaults. Before any judgment or decree for payment ol money clue has been obtained by the Funding Lender, the Funding Lender may. subject to Section 9.6. by Written Notice to the Governmental Lender and the Borrovver, waive any past default hereunder or under the Borrower Loan Agreement and its consequences except for default in obligations due the Governmental Lender pursuant to or under the Unassigned Rights. Upon
27
any such waiver, such default shall cease lo exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this funding Loan Agreement and the Borrower Loan Agreement, but no such waiver shall exiend lo any subsequent or other default or impair any right consequent thereon.
Section 9.10. Remedies Under Borrower Loan Agreement or Borrower Note As set
forth in this Section 9.10 but subject to Section 9.9, the funding Lender shall have the right, in its own name or on behalf of the Governmental Lender, to declare any default and exercise any remedies under the Borrower .Loan Agreement or the Borrower Note, whether or nol the Governmental Lender Note has been accelerated or declared due and payable by reason of an Event of Default.
Section 9.1 1. Waiver of Appraisement and Other Laws.
To the extent permitted by law, ihe Governmental fender will not at any time insist upon, plead, claim or take the benefit or advantage of. any appraisement, valuation, slay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement of this funding Loan Agreement; and the Governmental Lender, for itself and all who may claim under it, so far as it or they now or hereafter may lawfully do so, waives the benefit of all such laws. The Governmental Lender, for itself and all who may claim under it, waives, to the extent that it may lawfully do so, all right to have the property in the Security marshaled upon any enforcement hereof.
If any law now in effect prohibiting the waiver referred to in Section 9.11(a) shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part ofthe contract herein contained or to preclude the application of this Section 9.11.
Section 9.12. Suits to Protect the Security. The Funding L.ender shall have power to institute and to maintain such proceedings as it may deem expedient to prevent any impairment of the Security by any acts that may be unlawful or in violation of this funding Loan Agreemenl and lo protect its interests in the Security and in the rents, issues, profits, revenues and other income arising therefrom, including power lo institute and maintain proceedings to restrain the enforcement of or compliance vvith any Governmental enactment, rule or order that may be unconstitutional or otherwise invalid, it the enforcement of or compliance with such enactment, rule or order would impair the security hereunder or be prejudicial to the interests ofthe funding Lender.
Section 9.13. Remedies Subject to Applicable Law. All rights, remedies and powers provided by this Article may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that they will not render this Funding Loan Agreement invalid, unenforceable or not entitled to be recorded, registered or tiled under the provisions of any applicable law.
.Section 9.14. Assumption of Obligations. In the event that the funding Lender or its permitted assignee or designee in accordance with Section 2.4 shall become the legal or benelicial
28
owner ofthe Project by foreclosure or deed in lieu of foreclosure, such party shall succeed to the rights and the obligations oflhe Borrower under the Borrower Loan Agreement, the Borrower Note, the Regulatory .Agreement and any other funding Loan Documents to which the Borrower i.s a parly. Such assumption shall he effective from and alter the effective date of such acquisition and shall be made wilh the benefit ol'the limitations of liability set forth therein and without any liability for the prior acts oflhe Borrower.
It is the intention ofthe parties hereto that upon the occurrence and continuance of an Event of Default hereunder, rights and remedies may be pursued pursuant to the terms ofthe funding Loan Documents, subject to the last paragraph of Section 9.2.
Section 9.15. Remedies upon Unremedied Material Funding Lender Event. ! pop. the occurrence of a Material funding Lender Event which shall continue unremedied for a period of 60 days (a "Funding Lender Event of Default"), (i) the Governmental Lender may direct that the Governmental Lender Note be transferred to and obligations and liabilities thereunder be assumed by another lender approved lo act as funding Lender by ihe Governmental Lender pursuant to Section 2.4(b) and acceptable to the Borrower: provided, however, that no such transfer shall become effective until the Funding Lender has been fully reimbursed for all advances made and all expenses incurred and all other amounts owed to Funding Lender with respect to the Governmental Lender Note through the date of transfer, and shall be fully released in writing by the Governmental Lender, the Borrower and the successor Funding Lender from any and all continuing obligations and liabilities with respect to the Funding Loan and, unless the loss has not in any material respect been caused by the action or inaction ofthe Borrower, be indemnified by the Borrower for any losses incurred by Funding Lender with respect thereto (except for losses resulting from remedies awarded at law or equity pursuant to clause (ii) below, as to which no indemnity shall be provided), and (ii) the Governmental Lender (or the Borrower pursuant to the Borrower Loan Agreement or the Construction Funding Agreement) may pursue any other remedy available at law or in equity.
ARTICLE X
Amendment; Amendment of Borrower Loan Agreement and Other Documents
Section 10.1. Amendment of Funding Loan Agreement. Any of the terms of this Funding Loan Agreement and the Governmenlai Lender Note may be amended or waived only by an instrument signed by the Funding Lender and the Governmental Lender, provided, however, no such amendment which materially affects the rights, dunes, obligations or other interests ofthe Borrovver shall be made without the consent oflhe Borrovver. and, provided further, that if ihe Borrovver is in default under any Funding Loan Document beyond the expiration of any applicable cure period, no Borrower consent shall be required unless such amendment has a material adverse effect on the rights, duties, obligations or other interests ofthe Borrower. All ofthe terms of this Funding Loan Agreement shall be binding upon the successors and assigns of and all persons claiming under or through the Governmental Lender or any such successor or assign, and shall inure to the benefit of and be enforceable by the successors and assigns ofthe Funding Lender.
Section 10.2. Amendments Requiring Funding Lender Consent. The Governmental Lender shall not consent lo any amendment, change or modification of the Borrower Loan
29
Agreement, or anv other Borrovver Loan Document or Funding Loan Document without the prior Written Consent ofthe Funding Lender; provided, however, that such prior Written Consent shall nol be requued w ith respect io anv such amendment, change or mocii I icaiion undertaken by the Governmenlai Lender in order lo preserve one or more cd us Unassigned Rights. Governmental Lender agrees to provide the Funding Lender with prompt notification of any such amendments, modifications or changes not requiring the prior Written Consent ol the Funding Lender.
Section 10.3. Consents and Opinions. No amendment to this Funding Loan Agreemenl or any other Funding Loan Document entered into under this Article X or any amendment, change or modification otherwise permitted under this Article X shall become effective unless and until fi) the Funding .Lender shall have approved the same in writing in its sole discretion and (ii) the Funding I .ender and the Governmental Lender shall have received, at the expense of the Borrower, a Tax Counsel No Adverse Effect Opinion and an Opinion of Counsel lo the effect that any such proposed amendment is authorized and complies with the provisions of this Funding Loan Agreement and is a legal, valid and binding obligation ofthe parties thereto, subject to normal exceptions relating to bankruptcy, insolvency and equitable principles limitations. No modification or amendment of the terms of the Borrower Loan Agreement or the Borrovver Note may be undertaken without the prior Written Consent ofthe Governmental Lender and the funding Lender and the provision to the Funding Lender and the Governmenlai Lender, at the expense of the Borrower, of a Tax Counsel No Adverse Effect Opinion with regard to such proposed modification.
Any consents required pursuant to this Article X from, or on behalf of, the Governmental Lender may be executed by an Authorized City Representative.
ARTICLE XI Miscellaneous
Section 11.1. Notices.
(a) All notices, demands, requests and other communications required or permitted to be given by any provision of this funding Loan Agreemenl shall be in writing and sent by first class, regular, registered or certified mail, commercial delivery service, overnight courier, telegraph, telex, telecopier or facsimile transmission, air or other courier, or hand delivery to the party to be notified addressed as follows.
IlTo the Borrower and Developer: e/o Stateway Associates 3B LLC
10 West 35lh Street IO"1 Floor
Chicago, Illinois 60616 Attention: James 1... Miller
with a copy to: Appiegate & I horne-1 homsen. P.C.
425 South Financial PL. Suile 1900 Chicago. Illinois 60605 Attention: Nicole A. Jackson
30
Wincopin Circle I LLI'
c/o Enterprise Community Asset Management, I
70 Corporate (.enter
I 1000 Broken Land Parkway. Suite 700
Columbia, Maryland ] I 044
Attention: Asset Management
Email: sshackiaienlerprisecoinnninity.com Attention: General Counsel
City ol'Chicago
Department of Planning anil Development 121 North LaSalle Street, 1 0th Floor Chicago, Illinois 60602 Attention: Commissioner, Department of Planning and Development Telephone: (312) 744-4100 Facsimile: (312) 742-2271
City of Chicago
Office of the Corporation Counsel 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
Attention: Finance and Economic Development Division
Telephone: (312) 744-0200 Facsimile: (312) 742-0277 (refer to "Finance & Econ. Development Division'1 on cover sheet)
City of Chicago Office ofthe City Comptroller 121 North LaSalle Street Chicago, Illinois 60602 Attention: City Comptroller Telephone: (312) 744-7106 Facsimile: (312) 742-6544
Citibank, N.A.
388 Greenwich Street. Trading 6th Floor
New York. New York 1001 3
Attention: Transaction Management Group
Re: Park Boulevard 3B Protect
Deal ID No.: 60000024
Facsimile: (212) 723-8200
Citibank, N.A
325 East ! li I lores! Drive. Suite 160 I housand Oaks. California 9 1 360 Attention: Operations Manager \»;". M; Re: Park Boulevard 3B Project Deal ID No.: 60000024 Facsimile: (805) 557-0024
Prior to the Conversion Date, wilh a copy to:
Citibank, N.A.
388 Greenwich Street, Trading 6th Floor New York, New York 10013 Attention: Account Specialist Re: Park Boulevard 3B Project Deal ID No.: 60000924 Facsimile: (212) 723-8209
Following the Conversion Date, vvith a copy to:
Citibank, N.A.
Project
c/o Berkadia Commercial Servicing Department 323 Norristown Road. Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Re: Park Boulevard 3B Deal ID No.: 60000924 Facsimile: (215) 328-0305
And a copy of any notices of default sent to:
Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel's Office
Re: Park Boulevard 313 Project
Deal ID No.: 60000924
Facsimile: (646) 291-5754
Any such notice, demand, request or communication shall be deemed to have been given and received for all purposes under this Funding Loan Agreement: (i) three Business Days after the same is deposited in any official depository or receptacle ofthe United States Postal Service first class, or, ii'applicable. certified mail, return receipt requested, postage prepaid: (ii) on the dale of transmission when delivered by telecopier or facsimile transmission, telex, telegraph or other telecommunication device, provided any telecopy or oilier electronic transmission received by any party alter 4:00 p.m local time, as evidenced by the time shown on such transmission, shall be deemed to have been received the following Business Day: (iii) on the next Business Day after the same i.s deposited vvith a nationally recognized overnight delivery service that guarantees overnighl delivery: and (iv) on the date of actual delivery to such party by any oilier means: provided, however, if the day such notice, demand, request or communication shall be deemed to have been given and received as aforesaid is not a Business Day. such notice, demand, request or communication shall be deemed lo have been given and received on the next Business Day: and provided further that notice lo the Governmental Lender shall not be deemed to have been given
32
until actually received by the Governmental Lender. Any facsimile signature by a Person on a document, notice, demand, request or communication required or permitted bv this funding Loan Agreement shall constitute a legal, valid and binding execution thereof by such Person.
Any party to this funding Loan Agreement may change such party's address for the purpose ol notice, demands, requesls and communications required or permitted under this funding Loan Agreemenl by providing written notice of such change of address to all ofthe parties by written notice as provided herein.
Section .1 1.2. Term of Funding Loan Agreement. This funding Loan Agreement shall be in full force and effect until all payment obligations ol'the Governmental Lender hereunder have been paid in full and the funding Loan has been retired or the payment thereof has been provided for (such payment, or provision to be solely from the Security set forth in Article IV hereof as further provided in Section S.S); except lhat on and after payment in full of the Governmental Lender Note, this funding Loan Agreement shall be terminated, without further action by ihe parties hereto.
Section 11.3. Successors and Assigns. All covenants and agreements in this funding Loan Agreement by the Governmental Lender shall bind its successors and assigns, whether so expressed or not.
Section .11.4. Legal Holidays. In any case in which the date of payment of any amount due hereunder or the date on which any other act is to be performed pursuant to this Funding Loan Agreement shall be a day that is not a Business Day, then payment of such amount or such acl need not be made on such date but may be made on the next succeeding Business Day, and such later payment or such act shall have the same force and effect as if made on the date of payment or the date fixed for prepayment or the date fixed for such act, and no additional interest shall accrue for the period after such date and prior to the date of payment.
Section 1.1.5. Governing Law. This funding Loan Agreement shall be governed by and shall be enforceable in accordance with the laws ofthe Slate.
Section 11.6. Severability. If any provision of this funding Loan Agreemenl shall be invalid, illegal or unenforceable, the validity, legality and enforceability oflhe remaining portions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the Governmental Lender Note or in this Funding Loan Agreement shall for any reason be held to be usurious or in violation of law. then such covenant, stipulation, obligation or agreemenl shall be deemed to be the covenant, stipulation, obligation or agreement oflhe Governmental Lender or the Funding Lender only lo the lull extent permitted bv law.
Section 1.1.7. Execution in Several Counterparts. This Funding Loan Agreement may be contemporaneously executed in several counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be. an original.
Section 11.8. Nonrecourse Obligation ol'the Borrower. L'xcept as otherwise provided in the Borrovver Loan Agreemenl. any obligations of the Borrower under this funding Loan Agreement are without recourse to the Borrovver or to the Borrower's managers or members, as
I he case may be. anil ihe provisions of Seclion 11.1 o I" the Borrower Loan Agreemenl are by this reference incorporated in this bunding Loan Agreement.
Section 11.9. Reserved.
Section 1 1.10. Electronic Transactions. The transactions described in this funding Loan Agreemenl may be conducted, and related documents and may be stored, by electronic means. Copies, telecopies, facsimiles, electronic liles and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.
Section If 11. .Reference Date. This funding Loan Agreement is dated for reference purposes only as ofthe first day of November 1. 202 I.
(Remainder of this page intentionally left blank)
34
]\i Wi I N!:SS W'i !Li<; (i: . ihe Funding Lender and Ihe Governmenlai Lender have caused this riding Loan Agreemenl to he duly executed as ofthe date first written above.
Cl I IBANK, N.A.
By:
Mark G. Risch
A u t h o r i zed Sign a t o r v
SEAL.
Attest:
By:
Name: Andrea M. Valencia Title: City Clerk
City of Chicago
By:
Name: Jennie Huang Benncll Title: Chief Financial Officer
EXHIBIT A
The Projects
Name Address ('all Chicago. Illinois) Number of Units
West 36ih Street 40
West 37li' Street 40
[ ] - T otal units for multiple addresses
A I -
EXHIBIT B
Form of Cos crmiicntal L.cndct Note
THIS GOVI KNMEN 1 Al. LENDER NO I I MAY lil-.: OWNED ONLY HY AN \ITRO\ I.I) TRANSFEREE IN ACCORDANCE WITH I IIE I I RMS O.I I III II NDING LOAN AGREEMENT, AND HIE HOLDER HEREOF, 15Y THE ACCEPTANCE 01 I HIS GOVERNMENTAL LENDER NOTE (a) REPRESENTS THAT IT IS AN APPROVED TRANSFEREE AND (B) ACKNOWLEDGES THAT IT CAN ONLY TRANSFER THIS GOVERNMENTAL LENDER NOTE TO ANOTHER APPROVED TRANSFEREE IN ACCORDANCE WITH THE TERMS OF THE FUNDING LOAN AGREEMENT.
City of Chicago S24.0()(),0()() Mi i.ti-T \mii \ Housing Revenue Note (Park Boulevard 3B), Series 2(121
Dated November ______ 202] nol lo exceed 524,000,000
For Value Received, the undersigned Ci ty or Chicago ("Obligor") promises to pay to the order of Citibank. N.A. ("Holder") the maximum principal sum ol' Twenty Four Million
Dollars ($24,000,000), on , 2042, or earlier as provided herein, together
with interest thereon at the rates, al the times and in the amounts provided below.
Obligor shall pay to the Holder on or before each dale on which payment is due under that certain Funding Loan Agreement, dated as of November 1, 2021 (the "Funding Loan Agreement"), between the Obligor and the Ffolder, an amount in immediately available funds sufficient to pay the principal amount of and Prepayment Premium, if any, on the Funding Loan then due and payable, whether by maturity, acceleration, prepayment or otherwise. In the event that amounts held derived from proceeds ofthe Borrower Loan, condemnation awards or insurance proceeds or investment earnings thereon are applied to the payment of principal due on the Funding Loan in accordance with the Funding I.,oan Agreement, the principal amount due hereunder shall be reduced to the extent ofthe principal amount ofthe Funding Loan so paid. Capitalized terms nol otherwise defined herein shall have the meaning assigned in the f unding Loan Agreement.
The Obligor shall pay to the Holder on or before each dale on which interest on the Funding Loan is payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to pay the interest on the Funding Loan then due and payable in ihe amounts and at the rate or rates sel forth in the Funding Loan Agreemenl.
The Funding Loan and this Governmental Lender Note are pass-through obligations relating lo a construction and permanent loan (the "Borrower Loan") made by Obligor from proceeds ofthe Funding Loan to Park Boulevard 3B LLC. an Illinois limited liability company, as borrower (the "Borrower"), under that certain Borrower Loan Agreement, dated as of November 1, 202 I (as the same may be modified, amended or supplemented from time to time, the "Borrower Loan Agreement"), between the Obligor and the Borrower, evidenced by the Borrower Note (as defined in the Borrower Loan Agreement). Reference is made to the Borrovver Loan Agreemenl and to the Borrower Note for complete payment and prepayment terms of the Borrower Note, payments on which are passed-through under the Governmental Lender Note.
- 13 1 -
This Governmenlai Lender Note is a limited obligation ol the Obligor, payable solely from Ihe Pledged Revenues and other funds and moneys and Security pledged and assigned under Ihc Funding Loan Agreement. This Co\crnnicnlal -Lender Note is not a general obligation ofthe Governmental Lender or a charge against its general credit or the general credit taxing powers of the State, the Governmental Lender, or any other political subdivision (hereof, and shall never give rise to any pecuniary liability ofthe Governmental Lender, and neither the Governmental Lender, the State nor any other political subdivision (hereof shall be liable for the payments of principal of and, premium, if any, and interest on this Governmental Lender Nolo, and the Governmental Lender Note is payable from no other source, but arc special, limited obligations ofthe Governmental Lender, payable solely out of the security pledged hereunder and receipts of the Governmental Lender derived pursuant to this f unding Loan Agreement. No holder of (his Governmental Lender Note or any interest (herein has the right to compel any exercise ol'the (axing power ofthe State, the Governmental Lender or any other political subdivision thereof to pay the Governmental Lender No(c or (he interest or premium, if any, (hereon.
All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Funding Loan Agreement or in the Borrower L-oan Agreemenl.
This Governmental Lender Note is subject to the express condition that at no time shall interest be payable on this Governmental Lender Note or the Funding Loan at a rate in excess of the Maximum Rate provided in the Funding Loan Agreement; and Obligor shall not be obligated or required to pay, nor shall the Holder be permitted to charge or collect, interest at a rate in excess of such Maximum Rate. If by the terms of this Governmental Lender Note or of the Funding Loan Agreement, Obligor is required to pay interest at a rate in excess of such Maximum Rate, the rate of interest hereunder or thereunder shall be deemed to be reduced immediately and automatically to such Maximum Rate, and any such excess payment previously made shall be immediately and automatically applied to the unpaid balance ofthe principal sum hereof and not to the payment of interest.
Amounts payable hereunder representing late payments, penalty payments or the like shall be payable to the extent allowed by law.
This Governmental Lender Note is subject to all ofthe terms, conditions, and provisions ofthe Funding Loan Agreement, including those respecting prepayment and the acceleration of maturity.
If there is an Invent of Default under the Funding Loan Documents, then in any such event and subject to the requirements set forth in the Funding Loan Agreement, the Holder may declare the entire unpaid principal balance ol this Governmental Lender Note and accrued interest, if any, due and payable at once. All ofthe covenants, conditions and agreements contained in the Funding Loan Documents are by this reference made part of this Governmental l ender Note.
No delay or omission on the pari ol'the Holder in exercising any remedy, right or option under this Governmental Lender Note or the Funding Loan Documents shall operate as a waiver ot such remedy, right or option. In any event a waiver on anv one occasion shall nol be construed as a waiver or bar lo any such remedy, right or option on a future occasion. The rights, remedies
- B 2 -
and options ofthe I lolder under this (jovernmenlal Lender Note and the funding Loan Documents are and shall be cumulative and are in addition to all ofthe rights, remedies and options ofthe Holde: at law or in equity or under any oihci agieemeiil.
Obligor shall pay all costs of collection on demand by the Holder, including without limitation, reasonable attorneys' fees and disbursements, which costs mav be added to the indebtedness hereunder, together with interest thereon, to the extent allowed by law. as set forth in the funding Loan Agreement.
This Governmental Lender Note may not be changed orally. Presentment for payment, notice of dishonor, protest and notice ol protest are waived. The acceptance by the Holder ol any amount after the same is due shall not constitute a waiver ofthe right to require prompt payment, when due. of all other amounts due hereunder. The acceptance by the Holder of any sum in an amount less than the amount then due shall be deemed an acceptance on account only and upon condition that such acceptance shall not constitute a waiver ofthe obligation of Obligor to pay the entire sum then due, and Obligor's failure to pay such amount then due shall be and continue to be a default notwithstanding such acceptance ol such amount: on account, as aforesaid. Consent by the Holder to any action of Obligor which is subject to consent or approval ofthe I lolder hereunder shall not be deemed a waiver ofthe right to require such consent or approval to future or successive actions.
(Remainder of this page intentionally left blank)
- \i 3 -
I\i \\ 11 \i ss VVi-iLRLnr. the undersigned hasclulv executed and delivered this Governmental Lender Note or caused this Governmental Lender Note to he duly executed and delivered by its authorized repi cseniati ve a-, ol'the date lirsl set I'orih above. Ihe undersigned iniends iliai 1111 s instrument shall be deemed to be signed and delivered as a sealed instrument.
C)B Ll COR:
City oi Chicago
By:
Name: Jennie'Huang Bennett Title: Chief Financial Officer
[SEAL] Attest:
By:
Name: Andrea M. Valencia Title: City Clerk
-134-
EXHIBIT (
Form ul Required Transferee Representations
I , 2()_|
I he undersigned, as holder (the "Holder" or ihe '"Funding Lender") of (he nol to exceed $24,000,000 Multi-Family Housing Revenue Construction Note, (Park Boulevard 3B), Series 2021. dated as oflhe Closing Date (the "Governmental Lender Note") issued pursuant to an
Ordinance adopted on , 2021 (the "Ordinance") by the Cily of Chicago
(the "Governmental Lender") and under a Funding I .oan Agreement dated as of November 1. 2021 (the "Funding Loan Agreement") between the Governmental Lender and the Holder, as Funding Lender, represents thai:
The Funding Lender acknowledges the execution and delivery ofthe Governmental Lender Note in the original aggregate principal amount of up to $24,000,000.
The Funding Lender has authority to make the Funding Loan and to execute and deliver these representations and any other instrument and documents required to be executed by the Funding Lender in connection with the execution and delivery ofthe Governmental Lender Note.
The Holder has sufficient knowledge and experience in financial and business matters with respect lo the evaluation of residential real estate developments such as the Projects to be able to evaluate the risk and merits of the investment represented by the Governmental Lender Note. We are able to bear the economic risks of such investment.
T he Holder acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable lender would attach significance in making investment decisions, and the Holder has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Governmental Lender, the Projects, the use of proceeds of the Governmental Lender Note, ihe funding Loan Agreement and the Funding Loan and the security therefor so that, as a reasonable lender, the Holder has been able to make its decision to extend the Funding Loan or an interest therein and purchase the Governmental Lender Note or an interest therein. The Funding Lender understands that the Governmental Lender Note and the Borrovver Loan Agreement are not registered under the Securities Act of 1933. as amended, and that such registration is nol legally required as of the date hereof; and further understands thai the Governmental Lender Note and the Borrovver Loan Agreemenl (i) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any slate, (ii) will not be listed in any stock or other securities exchange, (iii) will not carry a rating from any rating service and (iv) will be delivered in a form which is nol readily marketable. The Holder acknowledges thai it. has not relied upon the Governmental Lender for any information in connection with the IToldefs purchase ofthe Governmenlai Lender Note or an inleresl therein.
The Holder is an Approved Transferee (as defined in the Funding Loan Agreement).
-Cl-
The I lolder acknowledges thai il is purchasing an interest in the Governmental Lender Note for investment for its own account and nol with a present view- toward resale or the dislribulton tiieieoi. ni that we do noi now intend to lesell or otherwise dispose oi all o: anv pan oi our mteresis m the Governmental Lender Note. Suhiecl lo paragraph 7 below and except lis otherwise provided in Section 2.4 of the bunding Loan Agreement, the Funding Lender acknowledges and agrees that the Governmenlai Lender Note, or interests therein, can be sold and subsequently transferred only to purchasers thai execute and deliver lo the Governmental Lender a representations letter from the transferee to substantially the same effect as these Required Representations or in such other form authorized under the Funding Loan Agreemenl vvith no revisions except as may be approved in writing by the Governmental Lender.
In the event any placement memorandum to be provided ro any subsequent buyer or beneficial owner of such portion oflhe Governmental Lender Note will disclose information vvith respect, to the Governmenlai Lender other than its name, location and type of political subdivision and general information vvith respect lo the Funding Loan and Borrower Loan and related documents, the Flolder will provide the Governmental Lender with a draft of such placement memorandum and the Governmental Lender shall have the right to approve any description of the Governmental Lender therein (which approval shall nol be unreasonably withheld).
The Funding Lender understands that the Governmental Lender Note is a limited obligation of the Governmental Lender; payable solely from funds and moneys pledged and assigned under the Funding Loan Agreement, and that the liabilities and obligations of the Governmental Lender with respect to the Governmental Lender Note are expressly limited as set forth in the Funding Loan Agreement and related documents. The Funding Lender acknowledges that the Governmental Lender Note is not an indebtedness ofthe Governmental Lender or a charge against its general credit or the general credit taxing powers ofthe State, the Governmental Lender, or any other political subdivision thereof, and shall never give rise to any pecuniary liability ofthe Governmental Lender, and neither the Governmental Lender, the State nor any other political subdivision thereof shall be liable for the payments of principal of and. premium, if any, and interest on the Governmental Lender Note, and the Governmental Lender Note is pay able from no other source, but is the special, limited obligation ofthe Governmental Lender, payable solely out ofthe Security and receipts ofthe Governmental Lender derived pursuant lo the Funding Loan Agreemenl and the Borrovver Loan Agreement. The Funding Lender acknowledges that no holder ofthe Governmental Lender Note or any interest therein, has the right to compel any exercise of the taxing power oflhe Stale, the Governmenlai Lender or any other political subdivision thereof to pay the Governmental Lender Note or the interest or premium, if any. thereon.
Capitalized terms used herein and nol otherwise defined have the meanings given such terms in the Funding Loan Agreement.
| Remainder of page intentionally left blank |
- C 2 -
I Signature Page lo Required Transferee Representations!
Cn in.-\Nk. N A., as Holder
By: _ Name: Its:
- C 3 -
Ordinance Exhibit B Form of Borrower Loan Agreement Including Borrower Note
See attached pages.
B-1
Borrow ru Loan Ac.ri i .vii n r
Bet w een
CT TV Oi- (Tll( \(.o. as Governmental Lender,
ai)ii
Park Hoi i i a \ri> Mi LLC an Illinois limited liability company, as Borrower
Datcd as of November 1, 2021
Relating to
$24,000,000
City of Chicago Multi-Family Mousing Revenue Note (Park Boulevard 3B), Scries 2021
(Funding Loan originated by Citibank, N.A., as Funding Lender)
The interest of the City of Chicago (the ""Governmental Lender") in this Borrovver Loan Agreement (except for certain righls described in this Borrower Loan Agreement) has been pledged and assigned lo Citibank. N.A as funding lender (ihe ''"Funding Lender"'), under that certain Funding Loan Agreemenl, dated as ol November 1. 2021. by and between the Governmental Lender and the Funding Lender, under which the Funding Lender is originating a loan to the Governmental Lender the proceeds of which are lo be used lo fund the Borrower Loan made under this Borrower I .oan Agreement.
tabu:; of com fn i s
Page
ARTICLE I
Section I Seciion i
•F!\i FIONS: PRINCIPLES OE CONSTRUCTION.
Specific Definitions
Definitions
IS
ARTICLE I!
Section ? Section 2 Section ? Section 2. Seci ion 2 Seciion 2. Section 2.
Section 2. Section 2. Section 2.
ARTICLE III
Seciion 3. Section 3.
Section 3. Section 3. Section 3. Section 3.
ARTICLE IV
Section 4. Section 4.
ARTICLE V
Section 5. Section 5 Section 5 Section 5 Seciion 5 Section 5. Section 5. Section 5. Seciion 5. Section 5. Section 5. Section 5.
(...EN ERA I...
Origination of l.'onnv\er Loan I 8
Security for the funding Loan 18
Loan: Borrower Note: Conditions lo Closing 19
Borrower Loan Payments 20
6 7
8 9 10
Additional Borrower Payments 20
Overdue Payments. Puymenis in Default 21
Calculation ol Interest Payments and Deposits lo Real Esiale
Related Reserve funds 21
Grant ol Security Interest; Application of Funds 22
Marshalling; Payments Set Aside 22
Borrower Loan Disbursements 22
CONVERSION 23
I Conversion Date and Extension of Outside Conversion Date 23
I Notice from funding Lender; funding Lender's Calculation
Final 23
Vocecds 23
23
Mandatory Prepayment ofthe Borrovver Loan 23
Release of Remaining Loan
No A mend men I
Determinations bv .Funding Lender 24
REPRESENTATIONS AND WARRANTIES 24
Borrower Representations 24
! Survival ol Representations and Covenants 35
AFFIRMATIVE COVENANTS 35|109|Existence 36|109|"faxes and Other Charges 36|109|' Repairs; Maintenance and Compliance; Physical Condition 36|109|Litigation 36|109|Performance of Other Agreements 36
Notices 36
Cooperate in Legal Proceedings 37
Further Assurances 37
Delivery of financial Information 37
10 Environmental Manors 38
1 1 Governmental fender's and funding Fender's Fees 38
12 Estoppel Statement 38
TABU. ()l CONTENTS (continued)
Page
Seelion 5.13 Defense ol 'Actions 38
Seciion 5.14 Expenses 39
Seciion 5 i 5 Indemnity . . .40
Section r>.1 it No Warranty oi Condition or Siutahiiilv h\ the \ ernmeiiiai
I .ender or l-endmy f.endei 4'.'.
Seciion 5 17 Riyhi of .'\ccess to ihe I'omccIs 4 3
Section 5.! S Notice of Del an It 43
Section 5.1 9 Covenant, with Governmental Lender and Funding Lender 43
Section 5.20 Obiigation ol'the Borrower io Ci.inslrt.icl or 'Rehabilitate the
Projects: Building Permii 43
Section :\2; Maintenance of Insurance 43
Section :\22 I:;!>irinalion: Slaiemenls and Repons ¦13
Section 5 23 Addiiional Notices 45
Section 5.24 Compliance wilh Other Agreements: Legal Requirements 46
Section 5.25 Completion and Maintenance of Projects 46
Section 5.26 Fixtures '. 46
Section 5.27 Income from Projects 46
Section 5.28 Leases and Occupancy Agreements 47
Seciion 5.29 Projects Agreement and Licenses 48
Section 5.30 Payment of Debt Payments 48
Section 5.31 f RISA 48
Section 5.32 Patriot Act Compliance 48
Section 5.33 funds from Equity Investor 49
Section 5.34 Tax Covenants 49
Section 5.35 Payment of Rebate 54
Section 5.36 Covenants under funding Loan Agreemenl 56
Seciion 5.37 Continuing Disclosure Agreemenl 57
. ARTICLE VI NEGATIVE COVENANT'S 57
Section 6.1 Management Agreement 57
Section 6.2 Dissolution 57
Seciion 0.3 Change in Business or ()pcration of Properly 57
Seciion 6.4 Debt Cancellation 57
Seciion 6.5 Assels 57
Section 6.6 Transfers 58
Section 6.7 Debt 58
Section 0.8 Assignment of Rights 58
Seciion 6.9 Principal Place of Business 58
Section 6.10 Operating Agreemenl 58
Section 6. II ERISA 58
Seciion 6.12 No f ledging Arrangements 58
Section 6.13 Loans and Investments: Distributions: Related Partv Payments 58
Section 0.14 Amendment of Related Documents or CC&R's 59
TABLE OF CON TENT S (continued)
Page
Section 6.15 Personal Property 59
Seciion 6.1 6 Fiscal Year 59
Section 6 i 7 Publicity .. .59
Section o IS Suhoidinale Loan Documents fit.)
AR riCL.F. VII RESERVED 60
ARTICFF VIII DEFAULT'S 60
Section S. 1 Events of Default 60
Seciion S ! Remedies 65
ARTICLE IX SPECIAL PROVISIONS 69
Seciion 9 ! Sale of Note and Secondary Market "I"ransaciion 69
ART'ICEE X MISCEELANEOIJS 71
Section 10.1 Notices 71
Section 10.2 Brokers and Financial Advisors 74
Section 10.3 Survival 74
Section 10.4 Preferences 75
Section 10.5 Waiver of Notice 75
Section 10.6 Offsets, Counterclaims and 'Defenses 75
Section 10.7 Publicity 75
Seciion 10.8 Construction of Documents 76
Section 10.9 No 'Third Party Beneficiaries 76
Section 10.10 Assignment 76
Section 10.11 |Intentionally Omitted] 76
Section 10.12 Governmental Lender Funding Lender and Servicer Not in
Control; No Partnership 76
Section 10.13 Release 77
Seciion 10.14 Term of Borrower Loan Agreement 77
Section 10.15 Reimbursement of Expenses 77
Section 10.16 Permitted Contests 77
Section 10.17 Funding Lender Approval of Instruments and Parties 78
Section 10.18 Funding Lender Determination ol Fads 78
Seciion 10.10 Calendar Months 78
Section 10.20 Determinations by Lender 79
Section 10.21 Governing Law 79
Section 10.22 Consent to Jurisdiction and Venue 79
Section 10.23 Successors and Assigns 79
Section 10.24 Severability 79
Section 10.25 Entire Agreement; Amendment and Waiver 79
Seciion 10.26 Counterparts 80
Section 10.27 Captions 80
Section 10.28 Servicer 80
in
TABLE OF CONTENTS (continued)
Page
Section 10.29 Beneficiary Parties as Third Parly Beneficiary 80
Seciion 10.30 Waiver oi Trial In Ji;r\ . . 80
Secin'ii lO^i Time ol'the Essence. ... ... .80
Seciion 10.3/. [Reserved] .. . . .. 80
Seciion 10 33 Reference Dale 80
AK'IICl.EXI MMIT'ATTONS ON LIABIIJTY 80
Seciion I 1 1 Limitation on Liability 80
Seciion 1 1.2 Limitation on Liability of Governmenlai Lendei 81
Seciion 11.3 Waiver of Personal Liability 81
Section I I '! Limitation on Liability of Funding Lender's Officers.
'Employees. Etc 8 i
Seciion I 1.5 Delivery of Reports. Etc 82
i
BO R ROW I:. R LO A N AC R f'. I:. M V. N'T
I his BORROWER Low AGREIiAIL-N'l (this "Borrower Loan Agreement'") is cnlered into as oi November 1. 202 f. belween the City of Chicago, a municipality and home rule unit of local government duly organized and validly existing under the constitution and laws ol'the State of Illinois (together with us successors and assigns, ihe ''''Governmental Lender"), and Park Boulevard Mi LLC. an Illinois limited liability company (togclhci with its successors and assigns, ihe "Borrow cr").
Ri ( l l \i>
VVhf.ke \S. ifie Governmental Lender has been duly created and organized pursuant lo and in accordance vvith the provisions of Article VII. Seciion 6 ol'the 1970 Constitution ofthe State of Illinois, is a home rule unit ol local government and as such may provide a means of financing the costs oi icsicicniia! ownership and development that will provide decent, sale and sanitary housing lor pcisons ol low and modeiate income at piices or rentals they can afford, and
Vyin.Ki. vs. the Governmental Lender is authorized: (a) to make loans to any person to provide, financing for rental residential developments located within the jurisdiction of the Governmental Lender and intended to be occupied in part by persons oflow and moderate income, as determined by the Governmental Lender; (b) to incur indebtedness for the purpose of obtaining moneys to make such loans and provide such financing, to establish any required reserve funds and to pay administrative costs and other costs incurred in connection with the incurrence of such indebtedness ofthe Governmental Lender; and (c) to pledge all orany part ofthe revenues, receipts or resources ofthe Governmental Lender, including the revenues and receipts to be received by the Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans or other property ofthe Governmental Lender in order to secure the payment ofthe principal of, prepayment premium, if any. on and interest on such indebtedness ofthe Governmental Lender: and
Whereas, the Borrower has applied lo the Governmental Lender for a loan (the "Borrower Loan") lo the Borrower pursuant to this Borrower Loan Agreement to finance a multifamily residential rental project consisting of (a) the acquisition by the Borrower of a leasehold interest in properties identified in Exhibit A to the funding Loan Agreemenl identified below to construe! ihe number of housing units shown on such Exhibit A and (b) the acquisition, construction and equipping of such properties (collectively, ihe "Projects"); and
Wnl ri as. ihe Borrower's repayment obligations under this Borrower Loan Agreement are evidenced by the Borrovver Note, as defined below; and
Whereas, the Borrower has requested lhat the Governmenlai Lender enter into that certain Funding Loan Agreement, dated as of November L 2021 (the "Funding Loan Agreement"), between the Governmental Lender and Citibank. N.A. (the "Funding Lender"), under which the Funding Lender will make a loan (the "Funding Loan") lo the Governmental Lender, the proceeds of which will be loaned under this Borrower Loan Agreement to the Borrower to finance the acquisition, construction, development, equipping and/or operation oflhe Projects; and
Win Kl vs. Ihc Borrower I .oan is secured by. among other things, thai certain Multi-Family Mortgage. Assignment of Rents, and Security Agreement (as amended, restated and/or supplemenled from time lo time, the "Security Instrument"), dated as ol November 1. 20 11 and assigned to the i undmg Lender to secure the I 'rinding .Loan, encumbering the Projects, and will iv advanced to the Borrower pursuant io this Boriouer Loan Agrecineni and the Construction Funding Ag!'cc:i;c:ii
Now. Fill" Ki'l-OKl in consideration ol ihe premises ,md the inulual !"cprcsc::iaiio;is. covenants and agrccnicnis contained m this Ben lower I .oan Aurc-cineitt. the parties .iiircv as ! ol low s:
1.1 Specific Definitions. For all purposes oi ih:s '•'i.vc e.'-.ore.sslv jM'o\ ;ded or unless ihe coi'.lcx! oiherw-;'-
ART 1(1.1'; 1 Di mm i io\s; Pki\< ii'i.i s oi Cons i ri < i ion
.M'ciinn
Borrower I oan A:':icemen!, e reeui: es:
Unless specilically defined in this Borrower Loan Agreement, al! capitalized terms shall have ihe meanings ascribed to them in the Security Instrument, or, if not defined in ihe Security Iristrumenl. in the Funding Loan Agreement.
All accounting terms not otherwise defined in this Borrower Loan Agreement shall have the meanings assigned to them, and all computations provided for in this Borrower Loan Agreemenl shall be made, in accordance with GAAP.
All references in this Borrower Loan Agreement to designated "Articles." "'Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this Borrower Loan Agreemenl as originally executed.
All references in this Borrower Loan Agreement 1o a separate instrument are to such separate instrument as the same may be amended or supplemented from lime lo time pursuant lo the applicable provisions thereof.
Unless otherwise specified, (i) all references to sections and schedules are to those in ibis Borrovver Loan Agreemenl. (ii) ihe words "hereof." "herein" and "hereunder" and words of similar import refer to this Borrower Loan Agreement as a whole and not. to anv particular provision, (iii) all definitions are equally applicable to the singular and plural forms ofthe terms defined and (iv) the word "including" means "including but not limited to."
Section 1.2 Definitions. The following terms, when used in this Borrower Loan Agreement (including when used in the above recitals), shall have the following meanings:
"Act of Bankruptcy" shall mean the filing of a petition in bankruplex (or anv cither commencement ol a bankruptcy or similar proceeding) under any. applicable bankruptcy, insolvency, reorganization, or similar law. now or hereafter in effect: provided that, in the case of an involuntary proceeding, such proceeding is not dismissed within ninetv (9(F) davs alter the commencement of such proceeding.
"ADA" shall have the meaning set forth in Section 4.1.38.
"Additional Borrower Payments'" shall mean the payments payable pursuant to Section 2.5 (Additional l3orrower Payments). Section 2.6 (Overdue Payments. Payments in Default), and Section 5.14 (Expenses): Seciion 3 3 3 (Borrovver Loan in Balance) ofthe Construction Funding Agreement: and Section 10 (Prepayments) of the Borrower Note.
"Agreement of Fn\ironnicnial indemnification" shall mean the Agreement of Environmental Indemnihcaiion. ol e\en date with this Boriower Loan Agreement, executed by tiie Bon ower and the Cuaiantoi mi die benefit oflhe Beneficiary Parlies (as defined therein) and any lawful holder, owner or pledgee ol die Borrower Note liom iune lo time
"'Appraisal" shall mean an appraisal oflhe Projects and Improvements, which appraisal shall be (f) performed by a qualified appraise! licensed in the Stale selected by Funding Lender, anci (if) saiisiaetoi v to Funding Lender (including, v. ithoui lirniiation. as adjusted pursuant to anv ii"iiei'iU:l review thereof b\ Funding l.endei) m all respects
"Approved Developer Fee Schedule""' shall have the meaning sel forth in ihe Construction Funding Agreemenl.
"Architect" shall mean any licensed architect, space planner or design professional that Borrower may engage from time to time, with the approval of Funding Lender, to design any portion of the Improvements, including the preparation ofthe Plans and Specifications.
"Architect's Agreement" means any agreement that the Borrower and any Architect from time to time may execute pursuant to which the Borrovver engages such Architect to design any portion of the Improvements, including the preparation of the Plans and Specifications, as approved by funding Lender.
"Authorized Borrower Representative" shall mean a person at ihe lime designated and authorized to act on behalf of the Borrower by a written certificate furnished to the Governmenlai Lender, Ihe Funding Lender and the Servicer and containing the specimen signature of such person and signed on behalf of the Borrower by its Borrovver Controlling Entity which certificate may designate one or more alternates.
"Bankruptcy Code'" shall mean the United Stales Bankruptcy Reform Act of 1978. as amended from lime to lime, or any substitute or replacement legislation.
"Bankruptcy Fvcnf shall have the meaning given to that term in the Security Inslrument.
"Bankruptcy Proceeding" shall have the meaning sel. forth in Seciion 4.1.8.
"'Beneficiary Parties" shall mean, collectively, the Funding Lender and the Governmental
Lender.
"Borrower" shall have the meaning set forth in the recitals to this Borrower Loan Agreement.
"Borrower Affiliate" means, as to the Borrower, its Manager or the Guaranlor, (i) any entitv that directly or indirectly owns, controls, or holds with power lo vote. 20 percent or more of the outstanding voting securities of Borrower, its Manager or the Guarantor, (ii) any corporation 20 percent 01 more ot whose outstanding voting securities are direcllv or indirectly owned, controlled or held with power to vote by the Borrower, its Manager or the Guarantor, (iii) any partner, shareholder or. if a limited liability company, meinbei ol Borrower, us Manager or the Guarantor, or (iv) any othei person thai is iclaicd by nlood or marriage to Ihe Borrower. Us Manager oi the Guaiantoi (lo tile exierii anv oflhe Borrower, its Manager or ihe Guarantor is a natural person)
"Borrower Controlling Entity"' .-shall mean, i! ihe Borrower is a partnership, any general partner or managing partner ofthe Borrower, or i f the Borrower is a limited liability company, ihe manager or managing member oflhe Borrower, or if the .Borrower is a not for pro ill corporation, us members or shareholders.
"Borrower Deferred Equity" shail have the meaning set iorih in the Const!action Funding Agreement.
"Borrower Initial Equity"' shall have the meaning set forth in the Construction Funding Agreement.
"Borrower Loan" shall mean the mortgage loan made by the Governmental Lender to the Borrower pursuant to this Borrower Loan Agreement, in the maximum principal amount ol'the Borrovver Loan Amount, as evidenced by the Borrower Note.
"Borrower Loan Agreement" shall mean this Borrower Loan Agreement.
"Borrower Loan Amount" shall mean not to exceed $24,000,000, the original maximum principal amount oflhe Borrower Note.
"Borrower Loan Documents" shall mean this Borrower Loan Agreement, the Construction Funding Agreement, the Borrovver Note, the Security Instrument, the Agreement of Environmental Indemnification, the Guaranty, the Replacement Reserve Agreement, the Contingency Draw-Down Agreemenl and all other documents or agreements evidencing or -relating to the Borrovver Loan.
"Borrower Loan Payment Date" shall mean (i) the dale upon which regularly scheduled Borrower Loan Payments are due pursuant lo the Borrovver Nole. or (ii) any oilier dale on which the Borrower Note is prepaid or paid, whether at the scheduled maturity or upon the acceleration ofthe maturity thereof
"Borrower Loan Payments" shall mean the monthly loan payments payable pursuant to the Borrower Note.
i
"Borrower l_,oan Proceeds" shall mean proceeds ofthe Borrower Loan, to be disbursed in accordance with Section 2.10 of this Borrower Loan Agreement and the Construction funding Agreement.
|1010|
"Borrower Note" shall mean lhat certain Multifamily Note dated as oflhe Closing Dale in the original maximum principal amount of not lo exceed $24,000,000 made by the Borrower and payable to the Governmenlai Lender, as endorsed and assigned to the Funding Lender, as il may be amended, supplemented or replaced from tune to tune.
"Borrower Payment Obligations" shall mean ail payment obligations oflhe Borrower under ihe Borrow-'Cr Loan Documents including, but nol limited to. ihe Borrower Loan Payments and the .Additional Borrower Payments
"Business Day" shall mean any day other than (i) a Saturday or Sunday, or (u) a day on which federally insured depository instimiions m New Yoik, New York or Chicago., Illinois are authorized or obligated by law, regulation, governmental decree or executive order lo be closed.
""Calculation Period" shall mean three (3) consecutive full Calendar Months occurring piior lo the Conversion Date, as the. same may lie extended in accordance wilh Section 3 I.
"Calendar Month" shall mean each oflhe twelve (12) calendar months oflhe year.
"CC&R's" shall mean any covenants, conditions, restrictions, maintenance agreements or reciprocal easement agreements affecting the Projects or the Mortgaged Property.
"CHA Right of First Refusal Agreement" means that certain Purchase Option and Right of First Refusal Agreement by and among the Borrower, the Chicago Housing Authority, and the Manager, and consented to by the Equity Investor.
"City" shall mean the City of Chicago, Illinois.
"Closing Date" shall mean November , 2021, Ihe date on which initial Funding Loan proceeds are disbursed under this Borrower Loan Agreement.
"Code" shall mean the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as il may be amended to apply to obligations issued on the Closing Date, together wilh applicable proposed, temporary and linal regulations promulgated, and applicable official public guidance published, under the Code.
"Collateral" shall mean ail collateral described in (i) this Borrower Loan Agreement (including, without limitation, all properly in which ihe Funding Lender is granted a security interest pursuant to any provision oflhis Borrower Loan Agreemenl). (ii) the Security Instrument, or (iii) any other Security Document, which Collateral shall include the Projects, all of which collateral is pledged and assigned to Funding Fender under the Funding Loan Agreement to secure the Funding Loan.
"Completion" shall have ihe meaning set forth in Section 5.25.
"Completion Date" shall have the meaning set forth in the Construction Funding Agreement.
"Computation Date" shall have the meaning ascribed to that term in Section 1.148-3(c) oflhe Regulations.
''Condemnation" shall mean anv action or proceeding or notice relating lo anv proposed or actual condemnation or oilier taking, or conveyance in lieu iheieof. of all or any part ofthe Projects, whether direci or indirect.
''Conditions to Conversion" shall have ihe meaning set iorih in the Construction f unding .Agreemenl.
'''Construction Consultant" shall mean a ihud-pany architect or engineer selected and retained by the funding Lender, at the cost and expense oi the Borrowei, io monitor ihe progress of construction and/or rehabilitation of ihe Proiecls and lo inspect the Improvements lo confirm compliance, with this Borrower Loan Agreemenl.
"(.'oustruction Contract" shall mean any agrtemeni thai Borrovver and any Coniiaclor from time-to nine may execute pursuant to which Borrower engages the Contractor to construe! any portion of ihe Improvements, as approved by funding Lender.
"Construction Funding Agreement" means thai certain Construction Funding Agreement of even date with this Borrower Loan Agreement, belween the Funding Lender, as agent for the Governmental Lender, and Borrower, pursuant to which the Borrower Loan will be advanced by the Funding Lender (or the Servicer on its behalf), as agent of the Governmental Lender, lo the Borrower and setting forth certain provisions relating to disbursement of the Borrower Loan during construction, insurance and other matters, as such agreement may be amended, modified, supplemented and replaced from time to lime.
"Construction Schedule" shall mean a schedule of construction or rehabilitation progress wilh the anticipated commencement and completion dates of each phase of construction or rehabilitation, as the case may be, and the anticipated date and amounts of each Disbursement for the same, as approved by Funding Lender, as assignee ofthe Governmental Lender.
"Contingency Draw-Down Agreement" means the Contingency Draw-Down Agreemenl of even date herewith, between the Funding Lender and the Borrower relating to possible conversion ofthe Funding Loan from a draw down loan lo a fully funded loan.
"Continuing Disclosure Agreement" shall mean lhat certain Continuing Disclosure Agreement of even date herewith, between the Borrower and the Funding Lender, pursuant lo which the Borrower agrees to provide certain information with respect to the Projects, the Borrower and the Funding Loan subsequent lo the Closing Date, as amended, supplemented or restated from time to time.
"(.'ontractor" shall mean any licensed general contractor or subcontractor that the Borrovver may directly engage from time to time, with the approval of funding Lender, to construct and/or rehabilitate any portion ofthe Improvements
"Contractual Obligation" shall mean, for any Person, any debt or equity security issued by that Person, and any indenture, mortgage, deed ol trust, contract, undertaking, instrument or
|1010|
agreemenl (written or oral) to which such Person is a party or by which it is bound, or to which it or any of its assets is subject.
""Conversion'1 shall mean Funding Lenders determination thai the Conditions to Conversion have been satisfied in accoidance with the provisions ol ibis 1 >oi rower Loan Agreement and the Construction Funding Agreement
"'"Conversion Date" shall mean the date to be designated by I uncimg Lender once the Conditions io Conversion have been satisfied, the deiei ruination oi Ihe Permanent Period Aniouni has been made and any loan balancing payments in accoidance witli Section 3 3 and the Construction Funding Agreement have been made I he Conveision Dale must occur no Filer than ihe Oulside Conversion Dale.
'"'Cost Breakdown" shall mean the schedule of costs For ihc Improvements, as set forth in ihe Construction Funding Agieerneni. as the same may be amended from time io lime wilh Funding Lender s consent.
"Costs of Funding" shall mean the Governmental Lender's Closing Fee and the fees, costs, expenses and other charges incurred in connection wilh the funding oflhe Borrovver I,oan and the Funding Loan, the negotiation and preparation ol this Borrower Loan Agreement and each ol the other Borrower Loan Documents and Funding Loan Documents and shall include, but shall not be limited to, the following: (i) counsel fees (including but not limited to Tax Counsel, counsel lo the Governmenlai Lender, Borrower's counsel, and Funding Lender's counsel); (ii) financial advisor fees incurred in connection with the closing ofthe Borrower Loan and the Funding Loan;
certifying and authenticating agent fees and expenses related to funding ofthe Funding Loan;
any recording fees; (v) any additional fees charged by the Governmental .Lender: and (vi) costs incurred in connection vvith the required public notices generally and costs ofthe public hearing.
"Costs of Funding Deposit" shall mean the amounl required lo be deposited by the Borrower vvith the Title Company (or a separate escrow company, ii'applicable) to pay Costs of Funding in connection with the closing ofthe Borrovver Loan and the Funding Loan on the Closing Dale.
"Cost of Improvements" shall mean the costs for the Improvements, as sel forth on the Cost Breakdown.
"County" shall mean Cook County, Illinois.
"Date of Disbursement" shall mean ihe dale ofa Disbursement
"Day" or "'Days" shall mean calendar days unless expressly slated to be Business Days.
"Debt" shall mean, as to any Person, any of such Person's liabilities, including all indebtedness (whether recourse or nonrecourse, short term or long term, direct or contingent), all committed and unfunded liabilities, and all unfunded liabilities, lhat would appear upon a balance sheet of such Person prepared in accordance with GAAP
"Default Rate" shall have the meaning given to that term in the Borrower Note.
|1010|
""Determination of'Taxability'" shall mean (i) a determination by the Commissioner or anv District Director ofthe Internal Revenue Service, (ii) a private ruling or Technical Advice Memorandum concerning the Governmental Lender Note issued by the National Office oflhe Internal Revenue Service in which Governmental Lender and Borrower were afforded the opportunity to participate, iiii) a determination by any court oi competent jurisdiction, (iv) the enactment of legislation, or(v') receipt bv the bunding Lender, al the rccjucsl o! ihe Govei nmeulal feu:.lei. the Borrowci or the funding Lender, ol an opinion ol lax Counsel, in each case lo the ci iee i thai l he i: lie rest o: i il ie l io v ei nmei i tai Leikter No! c i ^ includable in g : o/-> ; ricoi i ie lor : ederni 11 \ ome lax purposes 01 anv ho icier cm- anv i ormer fio Icier oi all o: a po; l ion o: ihe (iov en a i leuia! Lender Noie. oilier than a holder who is a 'substantial user" o! ihe I'rojcci;-. or a "related person" (as sir. ii terms are dehneu m Seciion 14/ia) ol ihe Coocj io. a '".¦¦.uh.-.iariiia! use; : pro*. ;ocd. however, that no such Determination ol Taxability under clause (i) or (ml shall he deemed io have occurred if the Governmental Lendei (ai the sole expense of ihe Borrower), ihc funding Lender (ai ihe sole: expense oflhe Borrower) or ihe Borrower is contesting such determination, has eiecied h; cenicsi sue:! dcicrniiriaiion in '.'oo-a laini and is piocccu!!':!-: with all applicable disnaicM to niosecuic such couiesi u;;!il ihe earliest ol' ia ) a j'mal deierminaiion ironi w Inch no appeal may be taken wilh respeci io such determination, (b) abandonmeni of such appeal by ihe Governmental fender or ihe Borrower, as ihe case may be. or (cj one year from ihe date oi initial determination.
"Developer Leo" shall have the meaning sel lorth m ihe Construction funding Agreemenl.
"Disbursement" means a disbursement of Borrower Loan Proceeds and Other Borrower Moneys pursuant to this Borrower Loan Agreement.
"Engineer"' shall mean any licensed civil, structural, mechanical, electrical, soils, environmental or other engineer that Borrower may engage from lime to lime, with the approval of Funding Lender, to perform any engineering services wilh respeci to any portion of the Improvements.
"Engineer's Contract" shall mean any agreement that Borrovver and any Engineer from time to time may execute pursuant to which Borrower engages such Engineer to perform any engineering services with respect to any portion oflhe Improvements, as approved by Funding I .encler.
"Equipment" shall have the meaning given to the term "Personalty" in the Security Instrument.
"Equity Contributions" shall mean the equity lo be contributed by the Equily Investor to the Borrower, in accordance with and subject, lo the terms ofthe Operating Agreement.
"Equity Investor'" shall mean Wincopin Circle I,LLP. a Maryland limited liability limited partnership, and its successors and assigns.
"ERISA" shall mean the Employment Retirement Income Security Act of 1974. as amended from lime to time, and the rules and regulations promulgated thereunder.
"ERISA Affiliate" shall mean all members ofa controlled group of corporations and all trades and business (whether or not incorporated) under common control and all other entities
which, together with the Borrovver. are treated as a single employer under any or all of Section 414(b). (e). (m) or (o) ol'the Code.
""Event nl' Default"' shall mean any Event of Default sel forth in Section S.l of this Borrower Loan Agreement. An Event of Default shall "exist" il'a Potential Default shall have occurred and be continuing beyond any applicable cure period
"Exchange Act shall mean the Securities Exchange Act oi ]9.i4. a.-, amended
"Expenses of the Projects'' shall mean, lor anv period, the curreii; expenses, paid or acc:ued. lor ine operation, maintenance and euirent repair o! ihe Piojcc!'-. as calculated in accordance wall GAAP, and shall include, without, limning the ger.eiahtv o| ihe foregoing, salaries, wages, employee benefits, cost ol materials and supplies, eosjs ol routine repairs, renewals, replacements and alterations occurring m ihe usual course ol business., costs and
from .avion;lis on deposii m a lepai: and replace;noiil iuud held pa: ua:i: io \hc Eoirowci I oan Documents), a manageineni fee (however, characterized) nol io exceed ihe I aiderw ritien Management fee. costs of billings and collections, costs of insurance, and costs of audits. Expenses of the Projects shall not include any payments, however characterized, on account of anv subordinate financing in respect of the Projects or other indebtedness, allowance for depreciation, amortization or other non-cash items, gains and losses or prepaid expenses not customarily prepaid.
"'Fair Market Value" shall mean the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as oflhe date ihe contract to purchase or sell the investment becomes binding,) if the investment is traded on an established securities market (within the meaning of Section 1273 oflhe Code) and. otherwise, ihe term "fair Market Value'7 means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that i.s acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreemenl vvith specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rale (for example, a guaranteed investment contract, a forward supply contract or other investment agreemenl) thai is acquired in accordance vvith applicable regulations under the Code, (iii) the investment is a I hiked Stales Treasury Security Slate and Local Government Series lhat is acquired in accordance with applicable regulations ofthe If n i led States Bureau of Public Debt, or (iv) ihe inveslnienl is an interest in any commingled inveslnienl fund in which the Governmental Lender and related parlies do not own more than a ten percent ('10%) beneficial inleresl therein if ihe return paid by the fund is without regard to the source of inveslnienl.
"Funding l.endcr shall mean Citibank. N.A a national banking association, in its capacity as lender under the bunding Loan.
"Funding Loan"' means the Funding Loan in the original maximum principal amount of S24.000.000 made by Funding Lender to Governmental Lender under the funding Loan Agreemenl. the proceeds of which are used by the Governmental Lender to make the Borrower Ioan.
|10 10|
"Funding Loan Agreement" means the Funding Loan Agreement, dated as of November F 2021. between the Governmental Lender and the Funding Lender, as it may from lime lo lime be supplemented, modified or amended by one or more amendments or olher supplemenia! instruments entered into pursuant to the applicable provisions ofthe bunding Loan Agreemenl.
"Funding Loan Documents"7 shall have the meaning given 10 that term in ihe Funding Loan .¦ \'_!reeaneat.
<. VAP shall mean generally accepted accounting principles as in el fee! on the date of the application thereof and consistently applied throughout the penods coveied h\ the applicable financial .sialenients.
"Governmental Authority" shall mean (i) any governmental municipality or political subdivision ihercof. (u) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, msu umeniabiv or public oodv. oi (in) any conn, administrative tribunal or public, utility, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, stale, county, district, municipal, cily or otherwise), now-- or hereafter in existence.
"Governmental I_,cnder'' shall have the meaning set forth in the recitals to this Borrovver Loan Agreement.
"Governmental Lender Note" shall mean that certain City of Chicago Multi-Family I lousing Revenue Note (Park Boulevard 313), Series 2021, dated the Closing Date in the original maximum principal amount of $24,000,000, made by the Governmenlai Lender and payable to Funding Fender, as it may be amended, supplemented or replaced from time to time.
"Governmental Lender's Closing Fee" shall mean an amount equal to 1.5% of the original principal amount oflhe Governmental Lender Note. The Governmental Lender's Closing fee is payable lo the Governmental Lender on the Closing Date, pursuant to Section 2.3(c)(iii).
"Gross Income" shall mean all receipts, revenues, income and olher moneys received or collected by or on behalf of Borrovver and derived from the ownership or operation ofthe Projects, if any, and all rights to receive the same, whether in the form of accounts, accounts receivable, contract rights or other rights, and the proceeds of such rights, and whether now owned or held or hereafter coining into existence and proceeds received upon the foreclosure sale ol the Proiects. Gross Income shall not include loan proceeds, equity or capital contributions, or tenant security deposits being held by Borrower in accordance with applicable law.
"Gross Proceeds'7 shall mean, without duplication, the aggregate of
the net amount (after payment of all expenses of originating the Funding Loan) of Funding Loan proceeds received by the Governmenlai Lender as a result oflhe origination ofthe funding Loan;
all amounts received by the Governmenlai Lender as a result of the inveslnienl ofthe Funding Loan proceeds;
10
any amounts held in any fund or account to the extent that the Governmental Lender reasonably expects to use the amounts in such fund to repay any portion oflhe Funding I .oan: and
anv securities or obligations pledged by the Governmental Lender or bv the Borrower as secuniy lor ihc payment o I any portion ofthe blinding Loan.
"Guarantor shall mean lames Miller, an individual, and Slalcway Associates LLC. an Illinois limited Lability company, loinlly and seveially, or any other person or entitv which may hereafter become a guarantor of any ol ihe Borrower's obligations undei ihe Borrower Loan
"'(iliaranty " shall mean, collectively, (i) the Completion and Repay meni Guaianty. of e \ en dale herewith, by the Guarantor for ihe benefit oflhe Beneficiary Parlies (as defined therein), and (n) the Exceptions io Non-Rocoursc Guaranty, of even date herewith, by the Guaranlor for the beneiii of ihe Benellciary Pailies (as delincd therein).
"improvements' shall mean the nuilii-lamily residential pioiects. consisting of NO lenial units al multiple locations in muliiple buddings as described in Exhibit A to the Funding Loan Agreement, together vvith related common areas (il any), to be acquired and constructed upon the Iand. and all olher buildings, structures, fixtures, wiring, systems, equipment and other improvements and personal property to be constructed, rehabilitated and/or installed at or on ihe Land in accordance with the Cost Breakdown and the Plans and Specifications.
"Indemnified Party" shall have the meaning set forth in Section 5.15.
"Installment Computation Date" shall mean any Computation Date other than the first Compulation Date or the final Computation Date.
"¦Interest Rate" shall mean the rate of interest accruing on the Borrovver Loan pursuant lo the Borrower Note.
"Interim Phase Amount" shall mean ^24,000,000.
"Land" means the real property described on Exhibit A to the Security Instrument.
"Late Charge" shall mean the amount due and payable as a late charge on overdue payments under the Borrovver Note, as provided in Section 7 oflhe Borrovver Note and Section 2.5 of this Borrower Loan Agreement.
"'"Legal Action" shall mean an action, suit, investigation, inquiry, proceeding or arbi I ration al law or in equity or before or by any foreign or domestic court, arbitrator or other Governmental Authority.
"Legal Requirements'" shall mean statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting all or part of the Projects or any property (including the Projects) or the construction, rehabilitation, use. alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instrument, either of record or known to the Borrovver. at anv time in force affecting all or part oflhe Projects, including any that may (i) require repairs, modifications or alterations in or to all or part ofthe Projects, or (if) in any way limit the use and enjovmenl thereof.
"Liabilities"' shall have the meaning set forth in Section 5.15 "Licenses'"' shall have the meaning ->el forth m Seciion 4 I 22
"'Lien" shall mean any mierest, or claim ihereof, in the Projects securing an obligation owed lo. or a claim by. any Person oihei than the owner ofthe Projecl.v whether such inleresl is based on common laws, staiuie or contract, including the lien or security miciest arising 'ion; a deed of trust, mortgage, deed io secure debt, assignment, encumbrance, pledge, secunlv agreement, conditional sale or irust rcccipl or a lease, consignment or baiimeni for security purposes. 'I fie ierm "Lien" shall include reservations, exceptions, encroachments, easements, nghis ol' way. coven.mis. conditions, resiriciions. leases and oilier liile exceptions and encumbrances ailecimg the Projects.
"Management Agreement" shall mean the Management Agreement between the Borrower and the Properly Manager, pursuant lo which the Properly Manager is to manage the Projects, as same may be amended, restated, replaced, supplemented or otherwise modified from time to time.
"Manager" shall mean, collectively, (i) Park Boulevard 3.B Manager LLC. an Illinois limited liability company, and (ii) any other Person that the members ofthe Borrower, vvith the prior written approval ofthe Funding Lender (or as otherwise permitted with the Funding Lender's approval pursuant to the Borrower Loan Documents), select lo be the manager oflhe Borrovver.
"Material Adverse Change" means any sel of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Borrower Loan Agreement or any other Borrower Loan Document; (b) is or could reasonably be expected lo be material and adverse to ihe business, properties, assets, .financial condition, results of operations or prospects oflhe Borrower, the Manager, the Guarantor or the Mortgaged Properly; (c) could reasonably be expected to impair materially the ability ofthe Borrower, the Manager, or the Guarantor to duly and punctually pay or perform anv of their respective obligations under any ofthe Borrovver Loan Documents to which they are a pariv; or (d) impairs materially or could reasonably be expected to impair materially any rights of or benefits available to the Governmenlai Lender under this Borrower Loan Agreement or anv oilier Borrower Loan Document, including, without limitation, the ability of Governmental Lender or. upon the assignment ofthe Borrovver I oan to it, ofthe Funding Lender, to the extent permitted, lo enforce its legal remedies pursuant to this Borrower Loan Agreement or any other Borrower Loan Document.
"Moody's" shall mean Moody's Investors Service. Inc or its successor.
"Mortgaged Property" shall have the meaning given to that term in the Security Instrument.
12
"'Net Operating Income" shall mean: (i) the Gross Income, less (ii) the Expenses of the Projects.
"Nonpurpose Investment"" shall mean any investment property (as defined in Section 148(b) ofthe Code) that is acquired with the Gross Proceeds ofthe Funding Loan and winch is not acquired to carry oui the governmental purpose ofthe Funding Loan.
"Ongoing Governmental Lender Fee" shall mean (Y) the bond issuer closing lee of I .5"'n oflhe original principal amount ofthe Governmental Lender Note clue al closing, a I1H TC issuei fee equal lo 5% oflhe first lull year's lax credit allocation due al closing, an amouui equal to 10 basis points oflhe original principal amount oflhe Governmental Lender Note clue ai closing, foi a bond legal reserve lee., in') ihc annua! lee ol I lie Govei nine Dial Lender m the amouui * >f I 5 basis points multiplied by Ihe Outstanding principal aniouni ofthe Governmenlai Lender .X'oic. which lee accrues monthly., and is payable semiannually by ihe Borrowei io the Governmcni;';! Lender on each June 1 and December I commencing on December I. 202 E so long as anv portion of the Funding Loan is outstanding, and !:u)a mouii.oruig ice equal to %25 pel unit. pa:c! annually and submitted with the annua! owner's ceriification io the City's Deparimeru of Housing
"Operating Agreement" shall mean that certain First .Amended and Restated Operating Agreement oflhe Borrower dated as of (he Closing Daie. as ihe same may be amended, restated or modified in accordance with us terms.
"Other Borrovver Moneys" shall mean monies of Borrower other than Borrower Loan Proceeds and includes, but is not limited to, the Subordinate Debt. Net Operating Income, the Borrower's Equity Contributions and any olher funds contributed by or loaned to the Borrower for application to the Costs of ihe Improvements or other costs associated with ihe Projects.
"Other Charges" shall mean all maintenance charges, impositions other than faxes, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Projects, now or hereafter levied or assessed or imposed against the Projects or any part of them.
"Outside Conversion Date'" shali have the meaning set forth in the Construction Funding Agreement.
"Patriot Act" shall mean the Uniting and Strengthening America by Providing Appropriate 'Fools Required to Intercept and Obstruct 'terrorism Act (USA PATRIOT' .ACT) of 200 1. as the same may be amended from time lo time, and corresponding provisions of future laws
"Patriot Act Offense" shall have the meaning set forth in Section 4.1.48.
"Permanent Period" shall mean the period of time from the Conversion Date to the Maturity Dale (as defined in the Funding Loan Agreemenl).
"Permanent Period Amount" shall mean the principal amount of the Borrower Ioan following the calculation provided for in the Construction Funding Agreement.
13
"Permitted Encumbrances'" shall have the meaning given to that term in the Security Instrument.
"Permitted Lease" shall mean a lease and occupancy agreement pursuant lo the form approved by blinding Lender, to a residential tenant in compliance with the Legal Requirements, providing for an initial term of not less than six (6) months nor more than two (2) \ ears.
"Person shall mean a natural person, a partnership, a joint venture, an unincorporated associalion. a limited liability eompariv, a corporation, a irusi. anv othei legal enti!\. or anv Governmental Authority
"Plan" shall mean (if an employee benefit or other plan established rn maintained bv the Borrower or any IRIS \ Affiliate or lo which the Borrower or anv ERISA Affiliate makes or is obligated io make contributions and (ii) which is covered by Title. IV of ERISA or Seciion 302 of ERISA or Section 4 12 ofthe Code
"Plans and Specifications" shall mean the plans and spccilicaiions loi the consiruciion and/or rehabilitation, as ihc case may be, oflhe Projects approved by funding Lender.
"Potential Default" shall mean Ihe occurrence of an event which, under this Borrower Loan Agreemenl or any other Borrower Loan Document, would, but for the giving of notice or passage of time, or both, be an Event of Default.
"Prepayment Premium" shall mean any premium payable by the Borrower pursuant to the Borrovver Loan Documents in connection with a prepayment oflhe Borrovver Note (including any prepayment premium as set forth in the Borrovver Note).
""Projects" shall mean the Mortgaged Properly (as defined in the Security Instrument) and Improvements on the Mortgaged Property owned by the Borrovver and encumbered by the Security Instrument, together vvith all rights pertaining to such real property and Improvements, as more particularly described in the Granting Clauses oflhe Security Instrument and referred lo in Ihe Security Instrument as the "Mortgaged Properly."
"Project Agreements and Licenses" shall mean any and all Construction Contracts, Engineer's Contracts and Management Agreements, and all other rights, licenses, permits, franchises, authorizations, approvals and agreements relating to use. occupancy, operation or leasing ofthe Projects or the Mortgaged Property.
"Property Manager" shall mean the management company to be employed by the Borrovver and approved by the funding Lender in accordance wilh the terms of the Security Instrument, this Borrower Loan Agreement or any ofthe other Borrower Loan Documents.
"Provided Information" shall have the meaning set forth in Section 9.1.1(a).
"Qualified Projects Costs"' shall mean costs paid vvith respect to the Projects lhat meet each ofthe following requirements: (i) the costs are properly chargeable to capital account (or would be so chargeable with a proper election by the Borrovver or but for a proper election by the Borrower to deduct such costs) in accordance with general federal income tax principles and in
14
accordance with Section 1.103-8(a)( 1') ofthe Regulations, provided, however, that only such portion ofthe interest accrued during rehabilitation or construction ofthe Projects (in the case of rehabilitation, with respeci lo vacated units only) shall be eligible to be a Qualified Projects Cost as bears the same ratio to all such interest as the Qualified Projects Costs bear lo all costs ofthe acquisition and construction or rehabilitation ofthe Protects, and provided further that interest acciuing after the date of completion o! the Projects shall not he a Qualified Protects (...'osi. and provided still further that if anv portion ofthe Projects is being constructed or rehabilitated by a Boi rower Allibaie (whether as geueiai coniiactor or a subcoiuractoi j. Qualified Protects Costs •dial! include onlv (Ai the actual oui ol pocket cost-, mcuiicd bv Mich aliiiiale in constructing or rchabi!iialmg the Protects (or anv portion theieof). ( B ) anv reasonable lees lor superv isorv services actuallv rendered bv- such afhiiaie. uud (C) any oveihead expense-- incurred by sucf; affiliate which a; e du eel I v a tin bu table io ihe woi k pel lormed on ihe Pro tee is, and shall not -Delude, lor exam pic. intercompany profits icsul'ing from members of an "affiliated group" (wiilnn the meaning of Section ! 504 ol the Code) participating in ihe rehabilitation or construction ofthe !'ro]ecis or pav meni s recei v-ed bv suci i a I f i' ;aie due io ea rl \ com j.aei ion 0! ihe I Votes, is (or anv- nor; ;on i he; co I). (ui ihe cosis are ouici v.iii; i e.-'.oect io a qualified iesioeatinl reuiai Pi'o|eci or protects vv;i;iu: ihe nieanui!.; oi Section i42(d) of the Code, (in) the costs are paid alter (he earlier oi 00 clavs pnoi to
. 2021. being ihc date on which ihe Governmental Lender first declared iis
"official intent" to reimburse cosis paid with respect lo ihe Projects (within the meaning of Seciion
1.150-2 of ihe Regulations) or ihe date of issue of ihe I uiahug Loan, and dv ) if ihc cosis of ihe acquisition and construction or rehabilitation oflhe Projects were previously paid and are to be reimbursed with proceeds ofthe Funding Loan such costs were (A) "preliminary expenditures" (within the meaning of Section 1.150-2(0(2) ofthe Regulations) with respect to the Projects (such as archilectural. engineering and soil testing services) incurred before commencement of acquisition and construction or rehabilitation oflhe .Projects lhat do not exceed twenty percent (20%) ofthe issue price oflhe Governmental Lender Note (as defined in Seciion 1.148-1 ofthe Regulations), or (B) were capital expenditures vvith respect to the Projects thai are reimbursed no later than 1 8 months after the later of the dale the expenditure was paid or the date the Projects is placed in service (but no later than three years after the expenditures i.s paid); provided, however, that (vv) Costs of Funding shall not be deemed lo be Qualified Projects Costs; (x) lees, charges or profits (including, without limitation, developer fees) payable to the Borrower or a "related person" (within the meaning of Section 144(a)(3) ofthe Code) shall not be deemed to be Qualified Projects Costs; (y) letter of credit fees and municipal bond insurance premiums which represent a transfer of credit risk shall be allocated between Qualified Projects Cosis and olher costs and expenses to be paid from the proceeds oflhe Funding Loan: and (/.) letter of credit fees and municipal bond insurance premiums which do nol. represent a transfer of credit risk (including, without limitation, letter of credit fees payable to a ''related person" to the Borrower) shall nol constitute Qualified Projects Costs.
'"Rebate Amount" shall mean, for any given period, the amount determined by the Rebate Analyst as required lo be rebaled or paid as a yield reduction payment lo the l.'ni'teel Stales of America vvith respect to the Funding Loan.
"Rebate Analyst" shall mean the rebate analyst selected by the Borrower prior to the ('losing Date and acceptable lo the Governmental Fender and ihe Funding Lender.
1 5
"Rebate Analyst's Fee" shall mean the annual fee oflhe Rebate Analyst as established from time to time. The Rebate Analyst's fee is payable by the Borrower to the Rebate Analvst as in\ oiced.
"Rebate Fund" shall mean the Rebate bund created pursuant to Section 5.35
"Related Documents" shall mean, collective!)'. any agreement or oilier document (other than tiie Boi lower i .oan I ^H/unienis! gi aniimj. a ^ecui'iiy mteresi (including eu u agreemenl thai is the subiect oi anv Borrower I oan I )ocuineni I. the Opcraling AgiccmcnL and anv oihci agiecmeni. insirunien! or oihe: document (nol consiiiuiiiig a I.mm rower !oaii I 'ocumeni I relatimi to cn executed in connection \\ itb 'he transactions contemplated by tins Borrowc; ! .oan Agreemenl
"Replacement Re.se ia c Agreement" shall mean any Repincemeni Reserve .Agreement between ihe Borrowei a.nd the Funding I endcr. as ihe same ma', be amended, resiaicd or Siipplememed irom time io nmc.
" Rep la ceiu cn t Roscr\ c I in id Requirement means Bon o\\ er s i unti m:.: ob!: :.vi; :on:. ! i o; 11 lime io time under the Replacement Reserve Agreement.
"Relainagc" shall have the meaning sei forth in Ihe (.'onsiruciion funding Agreement.
"Review Fee" shall mean the three thousand dollar ($3,000) fee payable to funding Lender in connection with the review of requests from the Borrower in connection with events requiring the consent and/or approval of the Funding Lender, including, but nol limited to, subordinate financings and easements.
"Secondary Market Disclosure Document" shall have the meaning sel forth in Section 9.1.2.
"Secondary Market Transaction" shall have the meaning set forth in Section 9.1.1. "Securities" shall have ihe meaning set forth in Seciion 9.1.1. "Securities Act" shall mean the Securities Act of 1933, as amended.
"Security" shall have (he meaning set forth in Article IV of the Funding Loan Agreement.
"Security Documents" shall mean ihe Security hisirumenl. ihe Replacement Reserve Agreement, the Collateral Agreements, the Collateral Assignments, this Borrower Loan Agreement, the Agreemenl of Environmental Indemnification, and such olher securilv instruments lhat funding Lender may reasonably request
"Security Instrument" shall have the meaning set lorth in ihe recitals lo this Borrower I .oan Agreement.
"Servicer" shall mean the Servicer contracting with or appointed by the Funding Lender to service ihe Borrovver Loan. Flic initial Serv icer shall be Citibank. N.A.
16
"Servicing Agreement" shall mean any servicing agreemenl or master servicing agreement, between the Servicer and the bunding Lender relating to the servicing of the Borrower Loan and any amendments thereto or anv replacement thereof.
Standard & Poor's" or "SevP shall mean SlV.P Global Rulings, a business unit of Mandaid A. Poor's Ratings Services, or its successors.
"State" shail mean ihc Slaie of Illinois in w Inch the Projects are locaied.
"Subordinate Debt" means the subordinate loans from ihe Suhoidmaic i enders io ihe Born. >wei
"Subordinate I.,enders" shall mean the Chicago Housing Authority and e(V'' and Slate
LLC
; Si: bo i d i ii.; t e .1 .aa i: i)neu n: en is r :,.ha I i mean. o! ice; p, el v. all u'::-i; inorg s. agree menu- and oilier documents evidencing, securing or odierwise reiaiiug io ihe Subi.ndinaie IJebi or exeeuted and delivered by Borrower and/or Subordinate I enders in connection wilh the Subordinale Debi.
Substantial Completion Date" shall have ihe meaning set forth in the Construction funding Agreement.
"Substantially Complete " or"SubstantiaIIy Completed" shall have the meaning set forth in the Construction Funding Agreement.
"Tax Counsel'7 shall have the meaning sel forth in the funding Loan Agreement.
"Taxes'" shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against, all or pari ofthe Projects.
"Term" shall mean the term of this Borrovver Loan Agreement pursuant to Section 10.14.
"Title Company" means Stewart Title Guaranty Company, as issuing agent for Chicago Title Insurance Company.
"Title Insurance Policy" shall mean the mortgagee title insurance pohev. in form acceptable to the Funding Lender, issued with respect lo the Mortgaged Properlv and insuring the lien ofthe Security Instrument.
"Transfer" shall have the meaning given to that term in the Security Instrument
"I.¦'('('" shall mean the Uniform Commercial Code as in effect in ihe State.
"Underwritten Management fee" shall have the meaning set forth in the Consiruciion 1 - u 11 cl i n g A g re e m e n t.
"Unit" shall mean a residential apartment unit within the Improvements.
17
"Written Consent" and "Written Notice" shall mean a writton consent or notice signed hv an Authoriy.ed Borrower Representative or an authorized representative ol'the Governmental I ender or the Funding Fender, as appropriate.
ARTICI I II
(; I m k \i
Sect inn 2.1 Origination of Borrow cr 1,0:111 In order to pi o \ ule i unds lor the purpose-, provided heicui. the Governmental Fender agrees thai ii will, in accordance wiih ihe ( Jrcimuucc. enier into the Funding i oan Agreemenl and accept the Funding I oan liom die I undine Fender 'I he piiieeeds oflhe Funding I oan shall he advanced In ihc Funding Fender io ihe Boirowci in accordance w nil ihe ie:n;s ol ihc Cons'uuct:on Funding Agreement unci tins Bonowci I oa:;
The Governineiaai l.ci'uici appoi: 1 is the Funding Lender as its agent wuh lull nuihooty and
Fender, to iaf.e ceiiaui actions and exercise certain lemedies with respeci to die Borrower I .oan. and for ihe oiher purposes sel lorlh in this liorrowcr Foan Agreement and io do all oihei acis necessary or incidental 10 ihe perlormance and execuliou ihereol. this uppoinimenl is coupled wilh an inleresl and is irrevocable except as e.xprcsslv sel lorlh herein Aecordmgh . reicrenccs 10 the lights oflhe Funding Lender lo lake actions under this Borrower Loan Agreement shall refer to Funding Lender in its role as agent ofthe Governmental Lender. The Funding Lender may designate Servicer to fulfill the rights and responsibilities granted by Governmental Lender to Funding Fender pursuant lo this Section 2.1: provided, however, that such designation shall not release or absolve Funding Lender from ultimate responsibility for fulfillment of such rights or responsibilities.
Section 2.2 Security for the Funding Loan.
As security for the Funding Loan, the Governmental Lender has pledged and assigned the Security to the Funding Lender under and pursuant to the Funding Foan Agreemenl. All revenues and assets pledged and assigned (hereby shall immediately be subject lo ihe lien of such pledge without any physical delivery thereof or any Further act, except in the case ol'the Borrower Note, which shall be delivered to the F'unding. Fender. 'Flic Borrower acknowledges and consents to such assignment to the Funding Fender.
Wilh respeci lo the Unassigned Rights, subject lo the limitations set Forth 111 this Section 2.2, the Governmental Fender may
(i) Fax Covenants. Seek specific performance of. and enlorcc. the lax covenants ol'the Funding Loan Agreement and the cither Funding Foan Documents, seek injunctive relief against acts which may be in violation of anv of the lax covenants, and enforce the Borrower's obligation to pay amounts lor credit lo the Rebate fund;
(ii) Reserved Rights. "Fake whatever action at law or in equity which appears necessary or desirable to enforce the other Unassigned Rights.
(c) The Governmental Lender shall provide written notice to the Funding Lender and the Servicer immediately upon taking any action at law or in equity to exercise anv remedv or direct anv proceeding under the Borrovver Loan Documents or the bunding I .oan Documents.
Seciion 2.3 Loan; Borrovver Note; Conditions to Closing
Ihe rUndmg I oan shall he funded direetlv io ihe Borrower by ihe I unding Lender pursuant io ihe Consiruciion bunding Agreemenl. in one or more m.-aallrnciiis nol io exceed in ihe aggregate iiie Borrower Loan Amount in accordance w nh ihe dishim-emcni piijcediiies sel te;th In die Construction Funding Agreement Lpon binding ol each ura.dimei;! of ihe -1 uudmg I oan. ihe Governmenlai Lender --ha.'l be deemed !o have made the Borrower Loan to the Borrower in a like principal amount Ihe Borrower Loan shall mamre and be puyahie at ihe times and m iiie amounts requiied under the lerms fiereoi and of die Borrower Note. Ihe proceeds ofihe Borrower j oan slut 11 be used by ihe Borrower io nay co si s o i ihe aC'. a us i i mi;. coi 1st i ue i io: i. ; e; ia 0 i It lai. ion. tic v e 'p;; ;e: ii. equipping a; up oi Opei ai ion o I i he Pi o;ecis I ne Boi i ow er uccepis l fie Bon ow er Loan and ack now iedg.es I hai ihc Governmenlai i.endei shall cause die bunding Lender lo fund she Borrower I oan in ihe manner sei forth herein and in the bunding Loan Agreemenl. I iie Governmental Lender acknowledges ii'ial ihe Boirower Loan shall be funded by the bunding fender lor ihe account ofthe Governmental Lender.
The Borrower accepts the Borrower Loan. As evidence oT its obligation to repay the Borrovver Loan, simultaneously with the delivery of this Borrovver Loan Agreement to the Governmental Lender, ihe Borrower agrees to execute and deliver the Borrower Note. The Borrovver Loan shall mature and be payable at ihe limes and in the amounts required under the lerms hereof and ofthe Borrower Note.
fe) Closing of the Borrower Loan on the Closing Dale shall be conditioned upon satisfaction or waiver by the Governmenlai L,ender and the bunding Lender, in their sole discretion of each ofthe conditions precedent to closing sel forth in the Funding Loan Agreement and this Borrower Loan Agreement, including but not limited lo the following:
evidence of proper recordation of the Security Instrument, an assignment of the Security Instrument from the Governmental Lender io the Funding Fender, the Regulatory Agreement, and each ofthe other documents specified for recording in instructions delivered to the 'Title Company by counsel lo the bunding Lender (or thai such documents have been deliv ereel to an authorized-agent of ihe "Lille Company for recordation under binding recording insiruclions from funding Lender's counsel or such other counsel as may be acceptable lo ihe Funding I.ender): and
delivery into escrow with the Title Company (or separate escrow company, ii'applicable) of all amounts required lo be paid in connection with ihe origination ol'the Borrovver Loan and the Funding Foan and any underlying real estate transfers or transactions, including the Costs of bunding Deposit and the Borrovver Initial Lquity. all as specified in written insiruclions delivered to the I itle
Company by counsel lo the Funding Fender (or such other counsel as may be acceptable lo the Funding Lender); and
(iii) payment of all fees payable in connection with ihe closing ol'the Borrower Loan, including the Governmenlai Lenders Closing bee.
Section 2.4 Borrower L.oan Payments.
(ai Ihe Boi row-cr shall make Borrower l.oan Paymenis in accordance wilh ihc Borrower Note. Faeh Bonower l.oan Payment made by iiie Boriowei shad be made in Fund"- immediate! v available io ihe funding 1 .ender or the Sci vicer by 2 00 p in . New Y oi k City time, on ihe applicable Borrower Ioan Pav mem Dale Fuch Mich paymeni shall be made lo die Funding Fender or ihe Servicer by deposit to such account as ihe Funding Fender or Servicer, as applicable, may designate by Wnlicn Notice to 'the Borrower. Whenever any Bonower Loan Payment shall be staled lo be due on a day ihui is no! a Business I )uv, -aic h payment shall be due on the 11rsi Business Day immediately Ihcrcihci In addition, ihc Borrower shall make .Boriowei' Loan Payments in accordance wiih iiie Borrower Note in iiie amounts and at Ihe limes necessary to make all payments due and payable, on ihe Funding Loan. All payments made by the Borrower under this Borrower Loan Agieemeiit or by ihe Borrower under die olher Bonower L.oan Documents, shall lie-made irrespective of, and without any deduction for, any set-offs or counterclaims, but such payment shall not constitute a waiver of any such set offs or counterclaims.
(b) Unless there is no Servicer, payments of principal and inleresl on the Borrower Note shall be paid to the Servicer. If there is no Servicer, payments of principal and interest on the Boriowei Note shall be paid directly to funding Lender.
Section 2.5 Additional Borrower Payments.
(a) The Borrower shall pay the following amounts:
(if to the Servicer or the Funding Lender, the Rebate Amount then due, if any, lo be deposited in the Rebate Fund as specified in Seciion 5.35 and the Rebate Analyst's Fee and any other costs incurred to calculate such Rebate Amount (to the extent such cosis are not included in the Borrovver Loan Paymeni):
lo the Governmental Lender, the Ongoing Governmental Lender Fee and, on demand, all fees, charges, costs, advances, indemnilies and expenses, including agent and counsel fees, oflhe Governmenlai Fender incurred under the Borrower Loan Documenis or the Funding Loan Documents, and any taxes and assessments with respeci lo the Projects, as and when the same become due:
| Reserved |;
(iv ) all Cosis of Funding and fees, charges and expenses, including agent and counsel fees incurred in connection with the origination ol'the Borrower Loan and the Funding Foan. as and when ihe same become due:
20
(v) to tho Funding Fender, on demand, all charges, costs, advances, indemnities and expenses, including agent and counsel fees, ofthe funding fender incurred hy the funding fender at any time in connection with the Borrower Loan, the funding l.oan or the Projects, including, without limitation, any Review l ee. reasonable counsel lees and expenses incurred in connection with Ihe interpretation, periormance. oi amendment and all counsel lees and expenses relating to the enIbrcemenl ol the Borrower Loan Documents or the bunding Loan Documents or anv oihci documents relaimg to the Pro]eels 01 the Borrower Loan or in connection with questions oi other matters arising under such documents or :n connection with any federal or state lax audit, and
; \ i'i ¦ an\ Laic ( harge due and payable under iiie ierms oi iiie Borrower Noie and Seciion 2 o. provided, however, thai all payments made pursuant io this suhseclien (vi) shall be made io ihe Servicer, and il'ihere is no Servicer, such puvmcius shall Iv made io the bunding Lender
io; Iiie Bonow cr shall pay io ihc par;v euiiiled ihcreio as expi essl'. set foiiii in this Borrower Loan Agreemenl or the oilier Borrower Loan Documents or funding foan Documents'
all expenses incurred in connection vvith ihe enforcement of any rights under this Borrower Loan Agreement or any other Borrower Loan Document, the Regulatory Agreement, or any funding Loan Document by the Governmental Lender, funding Lender or the Servicer;
all other payments of whatever nature that the Borrower has agreed to pay or assume under the provisions of this Borrower Loan Agreement or any other Borrovver Loan Document or funding Loan Document; and
all expenses, costs and lees relating to inspections oflhe Projects required by the Governmental Lender, the funding Lender, the Servicer or the Construction Consultant, in accordance vvith the Borrower Loan Documents or the funding Loan Documents or to reimburse such parties for such expenses, costs and fees.
Section 2.6 Overdue Pay incuts; Payments in Default. If any Borrower Payment Obligation is not paid by or on behall ol the Borrovver when clue, the Borrovver shall pay to the Servicer, a fate Charge in the amount and lo ihe extent set forth in the Borrower Note, il any.
Section 2.7 Calculation of Interest Payments and Deposits to Real Estate Related Reserve Funds. I he Borrovver acknowledges as follows: (a) calculation ol all interest payments shall be made by Ihe funding f ender, (b) deposils with respect to ihe faxes and Olher Charges shall be calculated by the Servicer or if there is no Servicer, the Funding Lender in accordance with the Security Instrument; and (c) deposils wilh respect to anv replacement reserve kinds required by the bunding Lender shall be calculated by the Servicer in accordance with the Replacement Reserve Agreement. In the event and to the extent that the Servicer or the funding fender, pursuant lo the terms hereol. shall determine at any lime that there exists a deficiency in
21
amounts previously owed but nol paid with respect to deposils to such replacement reserve fund, such deficiency shall be immediately due and payable hereunder following Written Notice to the Borrower.
Section 2.Section 2.0 Marshalling; Payments Set Aside. The Governmenlai Lender and bunding Lender shall be under no obligation to marshal any assets in favor of Borrower or anv oilier Person or against or in paymeni of any or all ofthe proceeds To the extent thai Borrower makes a payment or payments or transfers any assets lo the Governmental Lender or Funding Lender, or the Governmental Lender or Funding Lender enforces its liens, and such payment or payments or transfers, or the proceeds of such enforcement or any part thereof are subsequently invalidated, declared lo be fraudulent or preferential, set aside or required to be repaid lo a trustee, receiver or any other party in connection vvith any insolvency proceeding, or otherwise, then: (i) any and all obligations owed to ihe Governmental Fender or Funding Lender and any and all remedies available to the Governmenlai Lender or Funding Lender under the terms ofthe Borrower Loan Documents and the Funding L.oan Documents or in law or equity against the Borrower, the Guarantor or the Manager and/or any of their properties shall be automatically revived and reinstated to the extent (and only to the extent) of any recovery permitted under clause (ii) below; and (ii) the Governmental Lender and funding Lender shall be entitled to recover (and shall be entitled to file a proof of claim to obtain such recovery in any applicable bankruptcy, insolvency, receivership or fraudulent conveyance or fraudulent transfer proceeding) either: (x) the amount of payments or the value oflhe transfer or (y) if the transfer has been undone and the assets returned in whole or in part, the value oflhe consideration paid to or received by Borrower for the initial asset iransfer. plus in each case any deferred inleresl from the dale ofthe disgorgement io the date of distribution to the Governmental fender or Funding Fender in any bankruptcy, insolvency, receivership or Iraudulent conveyance or fraudulent transfer proceeding, and any costs and expenses clue and owing, including, without limitation, anv reasonable attorneys' fees incurred by the Governmental Lender or bunding Lender in connection with the exercise by the Governmenlai Lender or Funding Lender of its rights under this Seciion 2.9.
Section 2.10 Borrower L.oan Disbursements. The Borrower Loan shall be disbursed by the Funding Lender, as agent for the Governmental Lender, pursuant, to the Consiruciion 1 ¦ uncl i ng Agreemenl.
ARTICLE III
O'ONY F USION
Section 3.1 Conversion Dale and Extension oi Outside Conversion Date Borrower shall .sat i s I y each ofthe Conditions to Conversion and cause the Conversion Dale to occur on or before the Outside Conversion Date, as fun her provided in the Construction funding Agreement. The failure to satisfy each ofthe Conditions to Conversion on or before Ihe Outside Conversion Date shall constitute an Event oil Default under the Borrower l.oan Documents.
Section 3.2 Notice from funding fender; funding Lender's Calculation final.
following satisfaction ol all o! the Conditions to Conversion, funding fender shall deliver VVntten Notice io Boirowei and the Governmental Bender of (i) the Conversion Date, (if) the amount of ihe Permanent Period Amount, (iii) anv required prepayment of the Borrower Note (as described below in Seciion 3.3) and (iv) any amendments io the umoi i izai ion schedule, as applicable.
bunding Lenders calculation of ihe Permanent Period Amount and any amendments to ihe amortization of die Boriowei Ioan shall be. in the absence of manifest error, conclusive and binding on al! parties.
Section 3.3 Mandatory Prepayment of the Borrower Loan.
As further provided in the Construction funding Agreement, if and to the extent the Permanent Period Amouni is less than the Interim Phase Amount, funding Lender may in its sole discretion require Borrovver lo make a partial prepayment of the Borrower Loan in an amount equal to the difference between the Interim Phase Amount and the Permanent Period Amount, provided, however, that if the Permanent Period Amount is less than the Minimum Permanent Period Amount (as defined in the Construction funding Agreement), then funding Lender may in its sole discretion require Borrower to prepay the Borrovver l.oan in full
Any prepayment in full or in part oflhe Borrower Loan required pursuant lo Section 3.3(a) above shall be subjeel lo a prepayment premium under certain circumstances as more particularly set forth in the Borrovver Note.
Section 3.4 Release of Remaining L.oan Proceeds. If and to the extent that the Permanent Period Amouni is greater than the principal amouni oflhe Borrovver Loan which has previously been disbursed to Borrower, funding fender shall deliver Written Notice (hereof to Borrower on or before the Conversion Dale Within ten ( IU) business days after delivery ol such notice, but in no event later than the Outside Conversion Dale, funding Lender shall disburse Borrower Loan proceeds to Borrower so that the aggregate principal amount ofthe Borrower Loan disbursed equals the Permanent Period Amouni. Any Borrower Loan proceeds previously disbursed to the Borrower in excess ofthe Permanent Period Amount shall be paid by Borrovver to f unding Lender.
Section 3.5 No Amendment. Nothing contained in this Article III shall be construed to amend, modify, alter, change or supersede the terms and provisions of the Borrovver Note.
Security Instrument, the Construction Funding Agreement or any olher Borrower Foan Document and. il there shall exist a conlliet between the terms and provisions of this Article III and those of the Borrower Note. Security Instrument, the Construction Funding Agreement or other Borrovver Foan Documents, then the terms and provisions oflhe Bonower Note, the Securiiv Instrument, the Construction Funding .Agreemenl and olher Borrower L.oan Documents shall control, provided, however, thai in iiie event ol a conlhcl between ;':e term.-, and provisions oi ihis Ailiele III and those oi the Borrower's loan application wilh the bunding. Fender, die terms and provisions of this Article 111 shall control
Section 5.(> Determinations by Funding Fender In anv instance where ihe consent or approval ol Funding I .endcr may be gt\ e:i or is required, or w heic anv determination, judgment or decision is lo be rendei eo bv bunding I endes under ill is Article HI. me I ud; in.: m conned ion with ihe Consiruciion bunding Agreement, iiie grunting, withholding or denial of such consent or approval find the rendering oi such deiei muiaiion. judgment or decision shall be made or exercised by iiie buncimg 1 .endcr (or iis designated lepresenlanve). ai its sole and exclusive opiion and in lis
\K I'll I I IV
Ri i'Ki M.\ I V I IONS AND YY AKU AVI lis
.Section 4.1 Borrower Representations. To induce Iiie Governmental Fender to execute this Borrower Loan Agreement and to induce the Funding Lender to make Disbursements. Borrower represents and warrants for the benefit oflhe Governmental Fender, the Funding Lender and the Servicer, thai Ihe representations and warranties sel forth in this Section 4.1 are complete and accurate as ofthe Closing Dale and. subject to Seciion 4.2. shall survive the making ofthe Borrovver Foan and will be complete and accurate, and deemed remade, except as otherwise noted through notice to the Funding Fender and approved by the Funding Lender, as oflhe dale of each Disbursement, as ofthe original Outside Conversion Date, as ofthe date of any extension thereof and as ofthe Conversion Dale in accordance with the terms and conditions ofthe Borrower Note.
Organization; Special Purpose. I he Borrovver is in good standing under the laws ofthe Stale (and under ihe laws oflhe state in which the Borrower was formed if ihe Borrower was not formed under the laws oflhe State), has lull legal right, power and authority to enter into the Borrovver Loan Documents to which il i.s a parly, and to carry out and consummate all transactions contemplated by the Borrower L.oan Documents lo which it is a party, and by proper corporate, limited partnership or limited liability company action, as appropriate has clulv authorized the execution, delivery and performance ofthe Borrower loan Documents to which H is a party . The Person(s)ol the Borrovver executing the Borrower L.oan Documents and the Funding L.oan .Documents to which the Borrower is a party are fully authorized to execute the same. The Borrower L.oan Documents and the Funding Foan Documents lo which ihe Borrower is a partv have been duly authorized, execuied and deliv ered by the Bo: rowei. The sole business of the Borrower is the ownership, management and operation oflhe Projects.
Proceedings; Enforceability. Assuming due execution and delivery bv the other parties thereto, the Borrower Loan Documents and the Funding Foan Documents to which the Lkirrower is a parly will constitute the legal, valid and binding agreements oflhe Borrower enlorceable against the Borrower in accordance with their lerms: except in each ease as
2-1
enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding al law or in equilv and by public poliev.
i\<> Conflicts. Ihe execution and delivery of the Borrower Loan Documents and the Funding Loan l3oeumenis to which ihc Borrower is a party, ihe consummation oflhe transactions herein and therein contemplated and the fulfillment of or compliance with the lerms and conditions hereof and ihereof, will not conflict with or constitute a violation or breach ol or delault (wilh due notice or the passage of lime or both) under ihe Operating .Agreement of ihe Borrower, or to ihe best knowledge oflhe Bonower and with icspect lo the Borrcwveis anv applicable law or adminisiralive rule or regulation, or any applicable conn or adminis'ualive decree or order, or any mortgage, deed cd trust, ioan agreement, lease, contract or other agreement oi instrument to which ihe Boriowei' is a parly or by which it oi us properties are otherwise subject or bound, or resuh in the. creation or imposition of any hen, charge or encumbrance of any nam re whatsoever upon any o! ihe properly or assets ol'the Bonower. winch confhei. violation, breach, delaaii. hen, ehaige or encumbrance, might have consequences thai would ma ton luliy and advcrseA a! feci the consummation o! me transactions coriicmpFiied by the Boirowei Loan Documents and the bunding 'oan Documents, or ihe Imancial condition, assets, properties or operations ofthe .Borrower
Litigation; Adverse facts. There is no Legal Action, nor is if.ere a basis known to Borrower for any Legal Action, before or by any court or federal, slate, municipal or other governmental authority, pending, or to the knowledge of ihe Borrower, after reasonable investigation, threatened, against or affecting the Borrower, the Manager or the Guarantor, or their respective assets, properties or operations which, if determined adversely to the Borrovver or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, the Borrower Loan Documents or the funding Loan Documents, upon the ability of each of Borrower, the Manager and the Guarantor to perform their respective obligations under the Borrower L.oan Documents, the funding L.oan Documents and the Related Documents to which it is a party, or upon the financial condilion, assets (including the Projects), properties or operations ofthe Borrower, the Manager or the Guarantor. None ofthe I3orrower, the Manager or the Guarantor is in default (and no event has occurred and is continuing which vvith the giving of notice or the passage of time or both could conslitute a'default) with respect to any order or decree of any court orany order, regulation or demand of any federal, state, municipal or other governmental authority, which delault might have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Borrovver Loan Documents and the Funding Loan Documents, ihe ability of each of Bo: rower, the Manager and the Guarantor to perform their respective obligations under the Borrower Loan Documents, the Funding Loan Documents and the Related Documents lo which it is a parly, or the Imancial condition, assets, properties or operations ofthe Borrower, the Manager or the Guarantor. None oflhe Borrower, the Manager or the Guarantor are (a) in violation of any applicable law. which violation materially and adversely affects or may materially and adversely affect the business, operations, assets (including the Projects), condition (financial or otherw ise) or prospects oflhe Borrovver. the Manager or the Guarantor, as applicable: (IV) subject lo. or in default with respect to, any other Legal Requirement that would have a material adverse effect on the business, operations, assets (including the Projects), condition (financial or otherwise) or prospects ofthe I3orrower. the Manager or the Guarantor, as applicable: or (c) in default with respect to any
?s
agreement to which the Borrower, the Manager or the Guarantor, as applicable, are a party or by which they are bound, which default would have a material adverse effect on the business, operations, assets (including the Projects), condition (financial or otherwise) or prospects ol the Borrower, the Manager or the Guarantor, as applicable: and (d) there is no Legal Aclion pending or. lo the knowledge of Borrower, threatened against or affecting the Borrovver. the Manager or ihe Guaranioi questioning the validity oi ihe enforceability oi This Borrower Loan Agieeineni or any oflhe other Borrower Loan Documents or the funding Loan Documenis or oi any ol ihe Related Documenis. All lax returns (federal, stale and local) required lo.be tiled by 01 on befall ol ihe Borrower have been filed, and all laxes shown ihereon to be due. including inleresl and penalties, except, such, if any, as are being actively conlcsied b\ the Boi rower m good laitli. have been paid or adequate reserves have been made lor the paymeni iherei.il winch icsei ves. ii any. aie redecied m ihe audited financial siuicinenls described therein I lie' Boriowei enjoy s ihc peacciui and undisturbed possession of all oflhe premises upon which it is operating us facilities.
4!.5 Agreements; Consents; Approvals. Except as conieinplaied by ihe Borrovver Loan Documenis and the funding Loan Documenis. me Borrower is not a pany 10 any agreement or msirunieni or subieci. 10 any resinciioii trial, would maicitally adversely affect the Borrowei. ihe Projects, or ihe Borrower's business, properties, operations or financial concimon or business prospects, except ihe Permilied Encumbrances. The Borrower is not in default in any maleiial respect in the performance, observance or fulfillment ol any ol ihe. obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a parly or by which it or the Projects is bound.
No consent or approval of any trustee or holder of any indebtedness ofthe Borrower, and to the best knowledge of the Borrovver and only wilh respeci to the Borrower, no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except no representation is made with respect to any stale .securities or "blue sky" laws) is necessary in connection with the execution and delivery ofthe Borrower Loan Documents or the Funding Loan Documenis, or the consummation of any transaction herein or therein contemplated, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect.
4.1.6 Title. The Borrower shall have marketable title to the Projects, free and clear of all Liens except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any UCC financing statements required to be filed in connection therewith, will create (i) a valid, perfected first priority lien on the fee (or leasehold, ii'applicable) inleresl in the Projects and (ii) perfected security interests in and to. and perfected collateral assignments of, all personalty included in the Projects (including the Leases), all in accordance with the lerms thereof, in each case subject only to any applicable Perriiiltcd Encumbrances. To the Borrower's knowledge, there are no delinquent real properly taxes or assessments, including water and sewer charges, with respect to the Projects, nor are there any claims for payment for work, labor or materials affecting the Projects which are or may become a Lien prior to. or of equal priority vvith. the Liens created by the Borrower Loan Documenis and the Funding Loan Documents.
26
Survey. To the best knowledge ofthe Borrower, the survey for the Projects delivered to the Governmental Lender and the Funding Lender does not fail to relied any material matter affecting the Projects or the title thereto.
No Bankruptcy Filing. The Borrovver is not contemplating cither the filing ofa petition by it under any state or federal bankruptcy or insolvency law or the liquidation ol all or a major portion of its property (a '''Bankruptcy Proceeding'5), and the Borrower has no knowledge of anv Person contemplating the filing ol any such petition against it. As ol the (.dosing Date, the Borrower has ihe ability to pay its debts as they become due.
Full and Accurate Disclosure No siatenieui of fact made by the Boirow-cr in any Bonower Loan Document or any Funding Foan Document contains anv untrue statement ofa material lad or omits to state any material fact necessary io make statements contained therein in light oflhe circumsianc.es in which they were made, not misleading. There is no material faci or circumstance presently known io ihe Borrower that has nol been disclosed to ihe Governmenlai Lender and iiie Funding Lcueiei winch maiei iai iy and adversely a I lecis iiie \ ''yo}<: cis or iiie business, operations or financial coudilion or business prospects of iiie Borrower oi the Borrower's abihiy io meet its obligations nuclei this Borrower foan Agreemenl and ihe oilier Borrowci Loan Documents and Funding Loan Documenis to which il is a party in a timely manner.
No Plan Assets. The Borrower is not an ''employee benefit plan," as defined in Seciion 3(3) of 'ERISA, subject to Title 1 of ERISA, and none of the assets of the Borrower constitutes or will constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R. Section 2510.3 101.
Compliance. The Borrower, the Projects and the use thereof will comply, to the extent required, in all material respects with all applicable Legal Requirements. The Borrower is not in default, or violation of any order, writ, injunction, decree or demand ol any Governmental Authority, the violation of which would materially adversely affect the financial condition or business prospects or the business ofthe Borrower. There has not been committed by the Borrower or any Borrower Affiliate involved with the operation or use ofthe Projects any act or omission affording anv Governmental Authority the right of forfeiture as against the Projects or any part thereof or any moneys paid in performance of the Borrower's obligations under any Borrower Loan Document orany Funding Loan Documenis.
Contracts. All service, maintenance or repair contracts affecting the Projects have been entered into at arm's length (except for such contracts between the Borrower and ii.s affiliates or the affiliates oflhe Borrower Controlling Entily ofthe Borrower) in the ordinary course oflhe Borrower's business and provide for the payment of lees in amounts anil upon lerms comparable lo existing market rates.
Financial Information. All financial data, including any statements ol cash How and income and operating expense, lhat have been delivered lo the Governmenlai Lender or the Funding Lender in respect oflhe Projects by or on behalf of the Borrower, io the best knowledge ofthe Borrower, (i) are accurate and complete in all material respects, (ii) accurately represenl the financial condition oflhe Projects as ofthe date of such reports, arid (iii) lo ihe extent prepared by an independent certified public accounting firm, have been prepared in accordance
27
with GAAP consistently applied throughout the periods covered, except as disclosed therein. Other than pursuant to or permitted bv the Borrower Loan Documents or the blinding Loan Documents or the Borrower organizational documents, the Borrower has no contingent liabilities, unusual forward or long-term commitments or unrealized, or anticipated losses Irom an\ untaxorable commitments. Since the date ol such financial statements, there has been no rnateriallx adverse change in die Imancial condition, operations 01 business ol ihe Borrower Irom ihul set lori!) in said financial statements.
Condemnation No Condemnation or other proceeding has been commenced or. to iiie Borrower's knowledge, is contemplated, threatened or pending witli icspeci 10 all or part oflhe Protects or for the relocation of roadways providing access to the PiOjecis
Federal Reserve Regulations. No pari oflhe proceeds of die Bonoxver Loan will be used foi the purpose of purchasing or acquiring any "margin stock" wiihm ihe meaning of Regulation U of die Board ol Governors ol ihe federal Reseixe System or lor any other pa: pose thai w ould be u":c> w-asie::! waif: such Regulation U oi any oinor loguiaiien ol M.idi Boaicl oj (ei nois. or lor anv puipose prohibited Iv-. f.egoI Requireinenis oi anx1 Boi rower Loan Document or funding Loan Document
Utilities and Public Access To the best ofthe Borrower's knowledge, l he-Projects are or will be served by water, sewer, sanitary sewer and storm drain facilities adequate to service them for their intended uses. All public utilities necessary or convenient lo ihe full use and enjoyment ofthe Projects are or will be located in the public righl-of-way abutting the Projects, and all such utilities are or will be connected so as to serve the Projects without passing over other properly absent a valid easement. All roads necessary for the use ofthe Projects for their current purpose have been or will be completed and dedicated lo public use and accepted by all Governmental Authorities. Except for Permitted Encumbrances, the Projects do not share ingress and egress through an easement or private road or share on-site or off-site recreational facilities and amenities thai are not located on the Projects and underthe exclusive control oflhe Borrower, or where there is shared ingress and egress or amenities, there exisls an easement or joint use and maintenance agreement under which (i) access lo and use and enjoyment ofthe easement or private road and/or recreational facilities and amenities is perpetual, (ii) the number of parlies sharing such easement and/or recreational facilities and amenities must be specified, (iii) the Borrower's responsibilities and share of expenses are specified, and (iv) the failure to pay any maintenance fee x\ ifi respect to an easement will nol result in a loss of usage oflhe easement.
Not a Foreign Person. The Borrower is not a "foreign person" within the meaning of $ 1445(f)(3) ofthe Code.
4.1. I.S Separate Lots. Each parcel comprising the Land is a separate tax lot (or a separate PIN will be sought) and is not a portion of any other tax lot that is not a part oflhe Land.
4.1.19 Assessments. There are no pending or. lo the Borrower's best knowledge, proposed special or other assessments for public improvements or otherwise affecting the Projects, or any contemplated improvements to the Projects that may result in such special or other assessments.
28
Enforceability. The Borrower Loan Documenis and the bunding Loan Documenis are nol subject to. and the Borrower has not asserted, any right ol rescission, set-oil. counterclaim or defense, including the delense ol usury .
Insurance. Ihe Borrower has obtained Ihe insurance required by this Borrower Loan Agreement, ii'applicable. and the Security Instrument ami lias delivered 10 ihe Servicer copies of insurance policies or cert i i icaies ol insurance re i lee ting ihe insurance ecu e rages, amounts and olher requucnicuis set forih m ibis Borrower L.oan Agreement, ii applicable, and ihe Security Instrumeui.
U.se of Property: Licenses. T he Projects wdl be used exclusively usmulie family residential icniai project.-- and oilier upon; icnaui and rehiied use:, which use is co; ;>;sic:':l wiih ihe zoning classification for ihe Pro|eeis All certiIicaiions. permits, licenses and approval.-., including cerii I'icaies of completion and occupuncv permits required for (lie legal use o; legal, nonconforming use. as applicable, occupancy and opciui.;on ol ihe Projects (colledive!v. iuc
equipping of iiie Po gee;-; ha\ e been obiamed. bo iiie Borrower's know ledge, all Licenses ohiuuico by ihe Borrower have been validf- issued and are in lull force and ef'ieci The Borrowvr lias no reason to behove ihai au\ ol iiie L iccuses required for iiie iuiurcuse and occupancy ol die Proiccis and not heretofore obiaaned In the Borrow.:: will not be oblained by the Borrower in ihe ord mars, course following the Completion Date. No Licenses will terminate, or become void or voidable or terminable, upon anv sale, transfer or other disposition ofthe Projects, including any transfer pursuant lo foreclosure sale under the Security Instrument or deed in lieu of foreclosure thereunder. The Projects do not. violate any density or building setback requirements ofthe applicable zoning law except lo the extent, if any, shown on the survey. No proceedings are, to the best ofthe Borrow er's knowledge, pending or threatened that would result in a change ofthe zoning of any ofthe Projects.
flood Zone. On the Closing Date, no structure within the Mortgaged Property lies or i.s located in an identifiable or designated Special flood Hazard Area. If alter the Closing Dale any structure within the Mortgaged Property is determined to be in a Special flood Hazard Area, the I >oi rower w ill obtain appropriate Hood insurance as required under the National flood Insurance Act of 196N, flood Disaster Protection Act of 1973. or the National flood Insurance Reform Act of 1994 as amended or as required by the Servicer pursuant to the MullifamiK t aulerwiiting Guidelines (as delincd in the Consiruciion funding Agreemenl).
Physical Condition. The Projects, including all Improvements, parking facilities, systems, fixtures, Equipment and landscaping, are or. after completion ol the consiruciion. rehabilitation and o: repairs, as appropriate, will be in good and habitable condition in all material respects and in good order and repair in all material respects (reasonable wear and tear excepted), i he Borrower has not received notice from any insurance company or bonding company of anv defect or inadequacv in the Projects, orany pari thereof, which would adversely affect its insurability or cause the imposition of extraordinary premiums or charges thereon or any termination of anv policv of insurance or bond. The physical configuration ofthe Projects is nol in material violation ofthe ADA. if required under applicable law.
Encroachments. All ofthe Improvements included in determining the appraised value ofthe Projects will lie wholly within the boundaries and building restriction lines ofthe Projects., and no improvement on an adjoining properly encroaches upon the Projects, and no easement or other encumbrance upon the Projects encroaches upon any ofthe Improvements, so as to affect the value or marketability oflhe Projects, except those insured against by ihe I ille Insurance Policv or disclosed in the survey ofthe Projects as approved by the Servicer
State Law Requirements. Iiie Borrower represents, covenants and agrees lo comply wilh ihe provisions of all applicable Slate laws relating lo the Borrower Loan, die funding Loan and the Proiecls
Piling and Recording Taxes. All iransler luxes, deed stamps, intangible taxes or other amounts in the nature o! transfer laxes required to be paid by any Peison under applicable Legal Requirements in connection with ihe transfer ol" the Projects to ihe Borrowei have been paid. A.I! mongage, mortgage recoichng. stamp, intangible or other similar taxes requited io be oaici bv any Person under apni'cable Legal Requirements m conneciion wuu iiie execution, delivery, recordation., filing,, regisiraiion. peileciion or enlorcemcni ol any o! iiie Boriowei L.oan Documenis ana ihc bunding Loan Documenis have been or will be paid
Inveslnienl Company Act. The Borrower is nol (i) an "inveslnienl company"'" or a company "eon I rolled" by an ""investment company." within the meaning of the Investment Company Act of 1940. as amended: or (ii) a "holding company" or a "subsidiary company" ofa ""holding company" or an "affiliate" of cither a "holding company" or a "'subsidiary company" within the meaning oflhe Public Utility Holding Company Act of 1935, as amended.
Fraudulent Transfer. The Borrovver has not accepted the Borrower Loan or entered into any Borrower Loan Document or Funding Loan Document with the actual intent to hinder, delay or defraud any creditor, and the Borrower has received reasonably equivalent value in exchange for its obligations under ihe Borrower Loan Documenis and the Funding Loan Documents. Giving effect lo the transactions contemplated by the Borrower Loan Documents and the Funding Loan Documenis. the fair saleable value ofthe Borrower's assets exceeds and will, immediately following Ihe execution and delivery of the Borrower L.oan Documents and the Funding Loan Documents, exceed the Borrower's total liabilities, including subordinated, unliquidated, disputed or conlingent liabilities. The fair saleable value ofthe Borrower's assets is and will, immediately following the execution and delivery ofthe Borrovver Loan Documents and the Funding Foan Documents, be greater than the Borrower's probable liabilities, including the maximum amount of us contingent liabilities or its debts as such debts become absolute and matured. The Borrower's assets clo nol and. immediately following the execution and delivery of the 13orrower Loan Documents and the Funding Loan Document's will not. constitute unreasonably small capital lo carry out its business as conducted or as proposed to be conducted. The Borrow ei does not intend to. and does not believe lhat il will, incur debts and liabilities (including contingent liabilities and other commitments') beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations ol'the Borrower).
Ownership of the Borrower. Except as set forth in the Operating Agreement ofthe Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in the Borrower
30
Fnvironmcntal Matters. To the best of Borrowers knowledge, except as may be disclosed in Ihe environmental reports reflected on the exhibit to the Agreement of Environmental Indemnification belween Borrower and Funding Fender, no pari ofthe Projects is in violation ol any Legal Requirement pertaining lo or imposing liability or standards of conduct concerning environmental regulation, contaminalion or clean-up. and ihe Borrower will comply with covenants and requirements relating lo environmental hazards as sel forth in ihe Security Instrument. I lie Borrower will execute and deliver the Agreemenl of En\ironinerital Indemnification.
Name; Principal Place of Business Unless prior Written Notice is given to the Funding Fender, the Borrower does not use and will not use any trade name, and lias not done and w-ill noi do business under any name oihcr than its actual name set forth herein The principal place ol business oi the Bonower is its pi unary address loi notices as sei forth in Section 10.1. and ihc Borrower has no other place of business, olher than the Projects and such principal place of business.
-i.E.ib Subordinated i)ci>(. i iiere is no secured or unsecured indebtedness wmh respeci to ihe Projects or any residual mieresi therein, oilier than Permilled Encumbrances and ihe permuted secured and unsecured indebtedness described in Section 6.7. except an unsecured deferred deveioper lee noi. lo exceed ihe amount, permitted by Funding Lender as determined on the Closing Date.
filing of Taxes. Ihe Borrower has filed (or has obtained effective extensions for filing) all federal, slate and local tax returns required to be filed and has paid or made adequate provision for ihe payment of all federal, state and local taxes, charges and assessments, if any, payable by the Borrower.
General Tax. All representations, warranties and certifications of the Borrovver set forth in the Regulatory Agreement and the fax Compliance Agreement are incorporated by reference in ihis Borrower Loan Agreement and the Borrower will comply wilh such as if set lorlh in this Borrower L.oan Agreement.
Approval of the Borrower Loan Documents and Funding Loan Documents. By ils execution and delivery of this Borrovver Loan Agreemenl. the Borrovver approves the form and substance of ihe Borrower Loan Documents and the Funding Foan Documents, and agrees lo carry out the responsibilities and duties specified in the Borrower Foan Documents and the Funding Foan Documents to he carried out by the Borrovver. The Borrowei acknowledges that (a) il. understands the nature and structure ofthe transactions relating to the financing of ihe Projects, (b) it is familiar with the provisions of all of the Borrower Loan Documents and ihe Funding Loan Documents and olher documents and instruments relating to ihe financing, (c) it understands ihe risks inherent in such transactions, including without limitation the risk of loss ol ihe Projects, and (d) il has not relied on the Governmental Lender, the Funding Lender or the Servicer lor any guidance or expertise in analyzing the Financial or olher consequences ol the transactions contemplated by the Borrovver Foan Documenis and the blinding L.oan Documenis or otherwise relied on the Governmental Lender, the Funding Lender or the Servicer in any manner.
31
4.1.37 funding Loan Agreement. The Borrovver has read and accepts and agrees that it is bound by the Funding Loan .Agreement and the bunding Loan Documents.
4.1.3(S Americans with Disabilities Act. Iiie Projects, as designed, will conform in all material respects wilh all applicable zoning, planning, building and environmental laws, ordinances and regulations of governmental authorities having jurisdiction over the Projects, including, but not limited to. the Americans with Disabilities Acl of 1990 i Al)A: i. to the extent required (as evidenced by an architect's certificate to such effect).
Requirements of Code and Regulations iiie Projects satisfy all requirements ofthe ('ode and ihe Regulations applicable to the Projects
Regulatory Agreement i he Pioioci-. aic. as ofthe date of oi igmalion of the bunding Loan, m compliance wilh all requirements ofthe Regulatory Agreement to the extent such requirements are applicable; and the Borrower intends io cause the residential units in ihe Projects io be rented or available, for rental on a basis wiiieh saiislies (lie requirement?'- of ihe Kegulaiory Ajjcanirni. including all appiicablc requiremeiits oi ilie Code and the Remiiaiions, and pursuant to leases which comply with all applicable laws
Intention to Mold Projects. Iiie Borrower iniends lo hold the Projects for its own account and has no current plans, and has not entered into any agreement, to sell the Projects or any part of them; and the Borrower intends to occupy the Projects or cause the Projects 1.0 be occupied and to operate them or cause them lo be operated at all limes during the term of this Borrower Loan Agreement in compliance with the terms of this Borrower Loan Agreement, and the Regulatory Agreement, except as provided in the CHA Right of first Refusal Agreement, and does not know of any reason why ihe Projects will not be so used by it. in the absence of circumstances not now anticipated by it or totally beyond its control.
Concerning the Manager.
The Manager is an Illinois limited liability company whose member is Staleway Associates 313 LLC. an Illinois limited liability company duly organized and validly existing under the laws of the State. The Manager has all requisite power and authority, rights and franchises to enter into and perform its obligations under the Borrower Loan Documents and the funding Loan Documenis to lie executed by such Manager for its own account and on behalf of Borrower, as manager of Borrower, under this Borrovver Loan Agreement and Ihe olher Borrower Loan Documenis and the Funding Loan Documenis.
i he Manager has made all flings (including, w ithoul limilalion, all required flings related to the use of fictitious business names) and is in good standing in the Stale and in each other jurisdiction in which the character ofthe properly it owns or the nature oflhe business it transacts makes such tilings necessary or where the failure lo make such filings could have a material adverse effect on the business, operations, assets, condition ( financial or otherwise) or prospects of Manager.
(c) The Manager is duly authorized lo do business in the Slate.
(cl) The execution, delivery and performance by the Borrower ofthe Borrower L.oan Documents and ihe Funding L.oan Documents have been duly authorized by all necessary action oflhe Manager on behalf of the Borrower, and by all necessary action on behal f of the Manager
(e) The execution, delivery and performance by the Manager, on behalf of the Borrower, ofthe Borrower l.oan Documenis and ihe funding l.oan Documenis will not violate (if ihe Manager's organizational documenis: (ii) any olher Legal Requirement affecting the Manager or any of its properties: or (iu) any agreement lo which the Manager i.s bound or to winch it is a parly, and will not result m oi icquuc the creation (except as provided in or contemplated bv this Borrower Loan Agreemenl ) of anv L.icn upon any of such propei ties, any ofthe Collulcial. orany ol the property or luncls pledged or deli vered lo ihe funding Lender pursuant 10 the Security Documenis.
4.1.43 Government and Private Approvals All go\ei amenial or regulaiorv
rchubiIiiulion. use. occupancv and opeiuiiou oi iiie impro\emeiiis. ihai may be grained cn'denied m ihe discretion ol any Governmental Authority, have been obtained and are in full force and effect (or. in the case of any oi ihe foregoing that the Borrower is noi required to have as of ihc (.dosing Date, will be obtained), and wili be maintained in full force and effect al all times during the construction or rehabilitation of the Improvements. All such orders, consents, permits, authorizations and approvals that may not be denied in the discretion of any Governmental Authority shall be obtained prior to the commencement of any work for which such orders, consents, permits, authorizations or approvals are required, and, once obtained, such orders, consents, permits, authorizations and approvals will be maintained in full force and effect at all limes during the construction or rehabilitation of the Improvements. Except as sel forth in the preceding two sentences, no additional governmental or regulatory actions, filings or registrations with respect to the Improvements, and no approvals, authorizations or consents of any trustee or holder of any indebtedness or obligation ol Borrower, are required for the clue execution, delivery and performance by Borrovy er. or Manager of any ofthe Borrower Loan Documents or the funding Loan Documents or the Related Documenis executed by Borrovver or Manager, as applicable. All required zoning approvals have been obtained, and the zoning ofthe Land for the Projects is not conditional upon the happening of any further evenl.
Concerning the Guarantor. The Borrower Loan Documents and the funding Loan Documents to which each Guarantor is a party or a signatory executed simultaneously with this Liorrower Loan Agreement have been duly executed and delivered by such Guarantor and arc legally valid and binding obligations of such Guarantor, enforceable against that Guarantor in accordance with their lerms. except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors" rights generally and by general principles ol equity.
No Material Defaults. Except as previously disclosed to funding fender in writing, there exists no material violation of or material default by Borrower under, and. lo the best knowledge ol" Borrower, no event has occurred which, upon the giving of notice or the passage of time, or both, would constitute a material default with respect lo. (i) the terms of any instrument evidencing, securing or guaranteeing any indebtedness secured by the Projects or any portion or
.).¦>
interest thereof or therein; (ii) any lease or olher agreemenl affecting the Projects or to which Borrower is a party; (iii) any license, permit, statute, ordinance, law, judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority, or anv determination or award ol any arbitrator to which Bonow-er or the Proiecis may he bound; 01 (iv) anv mortgage, instrument, agreemenl or document by which Borrower or any of its respective properties is bound, in ihe case ol any ol the loregoiiig: (I ) which involves any Borrower Loan Document or funding L.oan Document; (2) which involves the Protects and is nol adequately covered bv msuianee; (3) that might materially and adversely affect the ability of the Bonower. the Manager or the Guarantor to perform any of its respective obligations underany of die Borrower Loan Documents orthe funding Loan Documenis or anv other maierial instrument, agieemeiil or document lo which ii is a parly; or (-T) which might adversely affect ihe priority ofthe I.aens creaied by this Bonower l.oan Agreement or any oflhe Borrow-cr Loan Document", oi the bunding Loan Documents
Payment of'Gives Except as previously disclosed io ihe Funding l.endei m writing (i) ail tax returns and reports of ihe Borrower, the Manager and ihe Guarantor required
upon the Borrower, iiie Manager and iiie Unaranioi. and upon iiieir respective propersics, assets, income and franchises, which are due and payable have been paid when clue and payable, and (ii) Ihe Borrower knows of no proposed tax assessment agamsi il or against the Manager or the Guarantor thai would be maierial to the condition (financial or otherwise) ofthe B> or rower, the Manager or the Guarantor, and neither the Borrower nor the Manager have contracted with any Government Authority in connection with such taxes.
Rights to Project Agreements and Licenses. The Borrower i.s the legal and beneficial owner of all rights in and to ihe Plans and Specifications and all existing Project Agreements and Licenses, and will be the legal and beneficial owner of all rights in and lo all future Project Agreements and Licenses. The Borrower's inleresl in the Plans and Specifications and all Project Agreements and Licenses is not subject lo any present claim (other than under the Borrower foan Documents and the funding Loan Documents, ihe Subordinate Loan Documents or as otherwise approved by funding Lender in ils sole discretion), set-off or deduction other than in the ordinary course of business.
4.1.4S Patriot Act Compliance. The Borrovver is not now, nor has ever been (i) listed on any Government fists (as defined below), (ii) a person who has been determined by a Governmental Authority to be subject, lo the prohibitions contained in Piesideniial Executive Order No. 13224 (Sept. 23, 2001) or any olher similar prohibilions contained in the rules and regulations ol Of AC or in any enabling legislation or cither Piesideniial Executive Orders in respect thereof. ( iii) indicted lor or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) under investigation by any Governmental Authority for alleged criminal activity, for purposes hereof the term ''Patriot Act Offense" shall mean anv violation of the criminal laws ofthe United States of America or of any ofthe several stales, or thai would be a criminal violation if committed within the jurisdiction oflhe United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (13) the criminal laws against money laundering. (C) Bank Representative Secrecy Act. as amended, (D) the Money Laundering Control Act of 1086, as amended, or (E) the Patriot Act. '"Patriot Act Offense" also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense, for
34
purposes hereof, the term "Government Lists" shall mean (I) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of foreign Assets Control ("OFAC"). (2) any other list ol terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations ofOFAC that funding Lender notified Borrower in wriimg is now included in "Government Lists", or (3) any similar lists maintained by the United Slates Department ol State, the United States Department of Commerce or any other Governmental Authority or pursuant lo any Rxecutive Order ofthe President ol'the United Slates of America thai funding Lender notified Borrovver in writing is now included in "Government Lists"
Rent Schedule. Frorrower has prepaid! a prospective I1 nit absorption audi rent collection schedule with respect to the Projects substantially in the form attached as an exhibit io [lie Consii uctioii bunding Agreement, which schedule lakes mio account, among Oliver role van! laciors ( i) a schedule of minimum monthly rcnials for the Units, and (ii) anv and all concessions including free rem periods, and on the basis oi such schedule. Borrower believes ii will colled .rents with respeci io ihe Projects in amouni:-.-. greater than or equal to debi scr\ ice on I lie Borrower
Olher Documents. Bach ofthe representations and warranties of Borrower or Manager contained in any ol ihe other Bonower Loan Documents or the funding Loan Documenis or Related Documents is true and correct in all maierial respects (or, in ihe case of representations or warranties contained in any ofthe other Borrower Loan Documents or Funding Loan Documents or Related Documents that speak as ofa particular date, were true and correct in all material respects as of such date). All of such representations and warranties are incorporated in this Borrovver Loan Agreemenl for the benefit ofthe Funding Lender.
Subordinate Loan Documents. The Subordinate Loan Documents arc in full force and effect and the Borrower has paid all commitment fees and olher amounts due and pay able to the Subordinate Lender thereunder. There exists no material violation of or maierial delault by the Borrovver under, and no event lias occurred which, upon the giving of notice or the passage of lime, or both, would constitute a material default under ihe Subordinate Loan Documenis.
Section 4.2 Survival of Representations and Covenants. All ofthe representations and warranties in Seciion 4.1 and elsewhere in the Borrovver Loan Documents (i) shall survive for so long as any portion oflhe Borrovver Payment Obligations remains due and owing and (ii) shall be deemed to have been relied upon by the Governmental Lender and ihe Servicer not withstanding any investigation heretofore or hereafter made by the Governmenlai Lender or the Seivicer or on its or their behalf provided, however, that the representations, warranties and covenants set forth in Section 4.1.31 shall survive in perpetuity and shall not be subject to the exculpation provisions of Section Iff
ARTICLE V
Aril KM A I 'I VI". GOV l:.i\ AM s
During the term of this Borrovver Loan Agreement, the Borrower covenants and agrees with the Governmental Lender, the funding fender and the Servicer lhat:
Section 5.1 Existence. The Borrower shall (i) do or cause lo be done all things necessary lo preserve, renew and keep in full force and effect its existence and its maierial l ights, and franchises, (ii) continue lo engage in the business presently conducted by it. (iii) obtain and maintain all maierial Licenses, and (iv) qualify to do business and remain in good standing nuclei the laws of the Stale.
Section 5.2 T axes and Other Charges. The Bonower shall pav all I axes and Other Charges as the same become due and payable and prior lo then becoming delinquent in accordance wilh the Security Instrument, except to the extern that the amount, validity or application ihcreol is being, contested m good faith as permu.ied by the Security Instrument.
i he Borrow-er covenants to pav ad faxes and Other Chuie.es oj anv i\pe or characler charged to the funding Lender afieciing the amount available lo the funding Lender bom payments to be received under tins Borrower Loan Agreement or in any way arising due io the transactions eouiemoiaied pv tins Borrow ci Loan Agreement (including I axes and Oilier Charges assessed '¦1; !rvi;ii h\ . n; y public a gene v o r :'j < c>- e ru a :ci a a i a u i noi i i y o i w i':a i '-oe \ ei c is a act er ! i.: v :: 1 a power ir) levy luxes or assessments) but excluding iranchise iaxes hascd upon iiie capiiul and/iir income of ihe funding Lender and laxes based upon or measured by the nei income ol ihe bunding Lender; provided, however, dial ihe Borrower shall have the nghl to protest any such iaxes or Other Charges and to require the .funding Lender, at the Borrower's expense, to protest and contest any such faxes or Other Charges levied upon them and that the Borrower shall have the right lo withhold pay meni of any such Taxes or Other Charges pending disposition of any such protest or contest unless such withholding, protest or contest would adversely affect the rights or interests of the funding. Lender. This obligation shall remain valid and in effect notwithstanding repayment of the Borrower foan hereunder or termination of this Borrovver Loan Agreement.
Section 5.3 Repairs; Maintenance and Compliance; Physical Condition. The
Borrower shall cause the Projects to be maintained in a good, habitable and safe (so as to not threaten the health or safety oflhe Projects' tenants or their invited guesls) condition and repair (reasonable wear and tear excepted) as set forth in the Security Instrument and shall not remove, demolish or materially alter the Improvements or Equipment (except for removal of aging or obsolete equipment or furnishings in the normal course of business), except as provided in the Security Instrument.
Section 5.4 Litigation. "I"he Borrovver shall give prompt Written Notice lo the Governmenlai fender, the funding Lender and the Servicer of any litigation, governmenlai proceedings or claims or investigations regarding an alleged actual violation ol a Legal Requirement pending or. lo the Borrower's knowledge, threatened against the Borrower which might materially adversely affect ihe Borrower's condition (financial or otherwise) or business or the Projects.
Section 5.5 Performance of Other Agreements. The Boriowei shall observe and perform in all maierial respects each and every term to be observed or performed by it pursuant lo the lerms of anv agreemenl or instrument affecting or pertaining to the Projects.
Section 5.6 Notices. T he Borrower shall promptly advise the Governmenlai Lender, the funding Lender and the Servicer of (i) any Material Adverse Change in the Borrower's
financial condition, assets, properties or operations other than general changes in the real estate market, (ii) anv fact or circumstance affecting the Borrower or the Projects lhat materially and adversely affecis the Borrower's ahililv lo meet iis obligations hereunder or unrler any oflhe other Borrower Loan Document to which il. is a party in a timely, manner, or (iii) the occurrence ol anv Potential Default or Event of Default ol'which the Borrower has knowledge. If ihe Borrower becomes subject lo federal or stale securities law filing requirements, ihe Borrower shall cause to be delivered lo the Governmenlai f ender., the bunding Lender and the Servicer any Securities and Exchange Commission or other public filings, if any. ol'the Borrower within two (2) Business Days of such filing
Section 5.7 Cooperate in Legal Proceedings. I he Bonower shall coopciuie hilly u ilit the Governmental Iendcr. the I undmg Lender and the Servicer wilh: respeci io. and perm:' ;he Governmenlai L.ender. ihe bunding L.endei and ihe Servicer al their opiion. io paiiicipate in. any proceedings before, any Governrneniai Authority dial may in any way affect ihe nghis of die Governmental Lender, die funding Lendei and/or iiie Servicer under any Borrower L.oan Document or Funding I oan Document
Section 5.N Kurt her Assurances ' I 'he Borrower shall, al ihe Borrowei's sole cosi and expense (exeepi as pio-. ;ded in Seciion 9.1 ), (i) furnish io ihe Sei vicer and ihe Funding L.ender all instruments, documenis. boundary surveys, .footing or foundation surveys (io ihe exrenl thai Borrower's consiruciion or renovation ofthe Projects alters any existing building foundations or footprints'); certificates, plans and specifications, appraisals, title and other insurance reports and agreements relating to the Projects, reasonably requested by the Servicer or the Funding L.ender for the better and more efficient carrying out ofthe intents and purposes oflhe Borrower Loan Documents and the Funding Loan Documents; (ii) execute and deliver to the Servicer and the Funding Lender such documenis, instruments, certificates, assignments and other writings, and do such olher acls necessary or desirable, lo evidence, preserve and/or protect the collateral al any time securing or intended lo secure the Borrower L.oan, as the Servicer and tlie Funding Lender may reasonably require from time to time; (iii) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out ol the intents and purposes ofthe Borrower Loan Documenis and ihe Funding Foan Documenis. as (he Servicer or the Funding L.ender shall reasonably require from lime to time; provided, however, wilh respeci lo clauses (i)-('iii) above, the Borrovver shall not be required to do anything that has the effect of (A) changing the essential economic terms ofthe Borrower Loan or (B) imposing upon the Borrovver greater personal liability underthe Borrovver Loan Documents and the Funding Loan Documents: and (iv ) upon the Servicer's or the Funding Lender's request therefor given from time to time after the occurrence of any Potential Default or Event of Default for so long as such Potential Default or Event of Default, as applicable, i.s continuing, pay for (a) reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to the Borrower and (b) searches ol d tie lo the Projects, each such search to be conducted by search linns reasonably designated by the Servicer or the bunding Lender in each ofthe locations reasonably designated by the Servicer or the Funding Lender.
Section 5.9 Delivery of Financial Information. After notice lo the Borrower ol a Secondary Market Disclosure Document, the Borrow er shall, concurrently wilh any delivery to the Funding Lender or the Servicer, deliver copies of all financial information required under Article IX.
Section 5.10 Environmental Matters. So long as the Borrower owns or is in possession ofthe Projects, the Borrower shall (a) keep the Projects in compliance with all Hazardous Materials Laws (as defined in the Security Instrument), (b) promptly notify the Funding Lender and the Servicer if the Borrower shall become aware lhat any Hazardous Materials (as defined in the Security Instrument) are on or near the Pro]eels in violation ol Hazardous Materials Laws, and (c) commence and. thcreaftei diligently prosecute to completion all remedial woik necessary with respeci lo the Projects required under any Hazardous Material I .aws. in each case as set lorlh in the Security Instrument or ihe Agreement of Knvironmenlal Indemnification.
Section 5.1 I Governmental Lender's and Funding Lender's f ees. I lie Borrower covenants lo pav die leasonable fees and expenses of the Governmental Lender (including the Ongoing Gove ninenla! Fender i ee ) and the Funding Fendei or Liny agenis. ailoineys. accountants, consultants selected by die Governmental Lender or the Funding Fender lo act on its behalf in connection with ilus Boriowei L.oan Agreement and ihe oilier Borrower Loan Documents, ihe Regulatory Agreement and iiie Funding L.ouii Documents, including, wuhoui hmiiaiion. am and all icasonaoie expenses mcsined m conneciiou wiili ihc mai-ene n sue Bo; row er Loan oi" m connection with any litigation which may- ai any nine be instituted involving die Bonower Loan, tins Bonower L.oan Agreement, the oilier,Borrower L.oan Documenis, the Regulatory Agreement and the Funding L.oan Documents or tiny of the oilier documenis eonicmplaleci ihereby, or in connection with ihe reasonable supervision or inspection ol the Borrower, its properties, assets or operations or otherwise in connection vvith ihe administration of the foregoing. This obligation shall remain valid and in effect notwithstanding repayment oflhe I3orrower L.oan hereunder or termination of this Borrower L.oan Agreement.
Seciion 5.12 Estoppel Statement. The Borrower shall furnish to the Funding Lender or the Servicer for (he benefit oflhe Funding I .ender or the Servicer within ten (10) days after request by the Funding Lender and the Servicer, wilh a statement, duly acknowledged and certified, setting forth (i) the unpaid principal oflhe Borrower Note, (ii) the applicable Interest Rale, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses lo the payment ofthe Borrower Paymeni Obligations, and (v) that the tiorrower Loan Documents and the Funding Loan Documents lo which the Borrower is a party are valid, legal and binding obligations ol the Borrower and have not been modified or, if modified, giving particulars of such modification, and no Event of Default, exists thereunder or speeify any Event of Default that does exist thereunder. The Borrower shall use commercially reasonable efforts lo furnish to the Funding L.ender or ihe Servicer, within 30 clays ofa request by the bunding Lender or Servicer, tenant estoppel certificates from each commercial tenant at the Projects, if any. in form and substance reasonably satisfactory to the Funding I.,ender and the Servicer; provided that the Funding Lender and the Servicer shall nol make such requests more frequently than twice in any year.
Section 5.13 Defense of Actions. The Borrower shall appear in and defend any action or proceeding purporting lo affect the security for this Borrovver Loan Agreement hereunder or under the Bonower loan Documents and the Funding Loan Documents, and shall pay. in the manner required bv Section 2 -'!. all costs and expenses, including the cost of evidence of title and attorneys' lees, in any such action or proceeding in which Funding Fender may appear. If the Borrower fails to perform any oflhe covenants or agreements contained in this Borrow-er Foan Agreemenl or anv other Borrower Foan Document, or il any action or proceeding is commenced that is nol diligentlv defended by the Borrovver which affects the Funding Lender's interest in the
Projects or any part thereof, including eminent domain, code enforcement or proceedings of anv nature whatsoever under any f ederal or state law, whether now existing or hereafter enacted or amended, then the f unding Lender may make such appearances, disburse such sums and lake such action as the Funding Lender deems necessary or appropriate lo protect its interests. Such actions include disbursement of attorneys1 lees, entry upon the Projects to make repairs or take other action to protect the security of the Projects, and payment, purchase, contest or compromise of any encumbrance; charge or lien which in the |udgmeiii ol f unding Lender appears to be prior or superior to the Borrower Foan Documents or the Funding L.oan Documenis. The Funding L.ender shall have no obligation to do any oflhe above The Funding Lender may lake any such action without, notice to or demand upon ihc Borrower. No such action shall release ihe Borrower from Liny obligation under this Boirowci Loan Agreement or any of the oilier Borrower L.oan Documenis or funding I .oan Documents In the e\ eni (i) ihal the Security Insu uirieni is foreclosed in whole or m part oi thai any Borrower L.oan Document is put. mlo the hands of an attorney for collection, suii, action or foreclosure, or (u) ol ihe foreclosure ol any mortgage, deed of trust or deed io secure cieb; pnor to or subsequent io ihe Security insiiurneni or anv b'>orrovvei i.,oaii Document m vv;ach proceeding die Funding. L.encU.r is made a puny or (ui) oi iiie bauki uruev of ihe Hot rower ot an assignment by the Borrower lor die benefit oi us creditors, the Bonowti shall be cliaigeable with and agrees to pay all cosis of co Ilea i on and defense, including actual aiioi ncys' lees in connection iherewaih and in conneciion with any appellale proceeding or posl-|udg.ment action involved therein, winch shall be due and payable together with all required service or use taxes.
Section 5.1.4 Expenses. The Borrower shall pay all reasonable expenses incurred by the Governmental Lender, the Funding Lender and ihe Servicer (except as provided in Section 9.1) in connection with the Borrower Loan and the Funding L.oan, including reasonable fees and expenses ofthe Governmenlai Lenders, the Funding Lender's and the Servicer's attorneys, environmental, engineering and other consultants, and fees, charges or taxes for the recording or filing of Borrower Loan Documenis and the Funding Loan Documents. I he Borrower shall pay or cause to be paid all reasonable expenses oflhe Governmenlai Lender, the Funding Lender and the Servicer (except as provided in Seciion 9.1) in connection with the issuance or administration oflhe Borrower Loan and the Funding Loan, including audit costs, inspection fees, settlement of condemnation and casualty awards, and premiums for title insurance and endorsements thereto. The Borrovver shall, upon request, promptly reimburse the Governmental Lender, the Funding L.encler and the Servicer for all reasonable, amounts expended, advanced or incurred by the Governmental L.ender. the Funding Lender and the Servicer lo collect the Borrower Note, or to enforce the rights ofthe Governmental L.ender. the Funding Fender and the Servicer under this Borrower Loan Agreement or any olher Borrower Loan Document, or to defend or assert the rights and claims of the Governmental I .ender. the Funding l .ender and ihe Servicer under ihe Borrower L.oan Documents and the Funding Loan Documenis arising out of an F.\ eni of Default or with respeci to the Projects (by litigation or other proceedings) arising out of an Event of Default, which amounts will include all court cosis. attorneys" fees and expenses, fees of audilors and accountants, and investigation expenses as may be reasonably incurred by the Governmental Lender, the Funding Lender and the Servicer in connection w ith any such matters (whether or not litigation is instituted), together wilh interest at the Default Rale on each such amount f rom the Date of Disbursement until the dale of reimbursement to the Governmental L.ender. the Funding Lender and the Servicer, all of which shall constitute part of the Borrower Loan and the Funding Loan and shall be secured by the l3orrower L.oan Documents and the Funding L.oan Documenis. The obligations and liabilities of
39
the Borrower under this Section 5. I-l shall survive the Term oI this Borrovver Loan Agreemenl and the exercise by the Governmenlai Lender. Ihe bunding L.ender or the Serv icer, as the ease may be. of any of its rights or remedies under ihe (-.Sorrower L.oan Documents and the Funding L.oan Documents, including the acquisition oflhe Projects by loreclosure or a conveyance in lieu of foreclosure. Notwithstanding the foregoing, the Borrowei shall nol be obligated 10 pay amounts incurred as li result oflhe gross negligence or willlul misconduct of any olher puny, and any obligations oflhe Borrow cr lo pay foi eriviioniuental inspections or audits will be governed bv Section 18(F) oflhe Security Instrument
¦Section 5.15 Indemnity. In addition lo its oilier obligations hereunder, and in addition to any and all rights oi reimbursement, indemmhcalion, subrogation and other rights of Governmental Fender oi Funding Fendei pursuant iieicto and under law or equity, io die fuliesi. extent permitted by law. die Borrcnvei agrees lo indemnify, hold harmless and defend the Governmenlai Lender, die Funding Lender, ihe Servicer, the lieneiiciary Parlies. Ciligroup. Inc. and each oi ilicir respective oi beers, direciois. employees, aiioineys and agents (each an
cosis and expenses of Liny nature, kind or character (including, without limitation, reasonable atiornevs fees, liiigaiion and comi costs, amounts paid in settlement (io the exienl dial ihe Boriowei has consented lo such settlement) and amounis paid lo discharge judgments) (hereinafter, the '"'.Liabilities") lo winch the Indemnified Parlies, or any of them, may become subject under federal or stale securities laws or any other statutory law or at common law or otherwise, to the extent arising out of or based upon or in any way-relating to:
The Borrower Loan Documents and the Funding Loan Documents or ihe execution or amendment thereof or in connection with transactions contemplated thereby, including the sale, transfer or resale of the Borrower Loan or the Funding Loan, except with respect to any Secondary Market Disclosure Document (olher than any Borrower's obligations under Article IX):
Any act or omission of the Liorrower or any of its agents, contractors, servants, employees or licensees in connection wilh the Borrovver Loan, the Funding L.oan or the Projects, ihe operation ofthe Projects, or ihe condition, environmental or otherwise, occupancy, use, possession, conduct or management of work done in or about, or from the planning, design, acquisition, construction, installation or rehabilitation of, the Projects or any part thereof;
Any lien (olher than a Permitted L.ncunibrance) or charge upon payments by the Borrower lo the Governmental Fender or the Funding Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and Other Charges imposed on the Governmental L.ender or the Funding L.ender in respect of any portion ofthe Projects;
(cl) Any violation ol Liny environmental law. rule or regulation with respect to. or the release of any toxic substance from, the Projects or any part thereof during the period in which the Borrower is in possession or control ofthe Projects;
40
The enforcement of or any action taken by the Governmental Lender or the funding fender related lo remedies under, this Borrower foan Agreement and the other Borrower Loan Documents and the funding foan Documents:
| Reserved"|:
Any untrue statement or misleading statement or alleged untrue statement 01 alleged misleading statement oi a maierial iaci b_\ die Borrower made in ihe course of Borrower applying lor ihe Borrower Loan or the bunding l.oan or contained in any oflhe Borrower foan Documenis oi f unding Loan Document-- io which ihe Borrower is a parly;
(li) Any Deiei nunaiiou of laxabiiiiy.
(i) Any breach (or alleged breach) by Borrower of any representation, warranty or covenant made in or pursuant io this Borrower L.oan Agreement or in connection with an >' w'i 11 ieu oi or,-; | roni esenuii ion. pi eseniai mm rcpori. appraisal or oi her i n I or mat ion p; vcn Oi delivered by die Borrow-cr. ii'ie Manager, iiie (...iuururitor or a Bonower Afliliaie io Governmental L.ender. die funding Lender. Servicer or any other Person in connection wilh Lionowefs application for iiie l-joriowcr Loan and the funding Loan (including, wilhoul limilaiion, any breach or alleged breach by .13 or rower of any agreemenl with respect to the provision of any substitute credit enhancement );
(j) any failure (or alleged failure) by Borrower, the funding Lender or Governmental L.ender to comply wilh applicable federal and stale laws and regulations pertaining to the making oflhe Borrower Loan and the funding Loan;
(k) the Projects, or the condition, occupancy, use. possession, conduct or management of. or work clone in or about, or from the planning, design, acquisition, installation., consiruciion. equipping or rehabilitation of. the Projects or any part thereof; or
(1) the use ofthe proceeds ofthe Borrower Loan and the funding Loan,
except in the case ofthe foregoing indemnification ofthe Governmental Lender, the Funding Lender or the Servicer or any related Indemnified Parly, lo the extent such damages are caused by the gross negligence, or willful misconduct of such Indemnified Parly.
Without limiting the foregoing, to the fullest extent permitted by law. the Borrower agrees to indemnify, hold harmless and defend the Governmental Lender, and each of its officers, officials, directors, employees, altorneys and agents ("City Indemnified Parties") against any Liability to which the City Indemnified Parlies, or any oflheni. may become subject under federal or stale securities laws or any other statutory law or at common law or otherwise and lo the extent arising out of or based upon or in any way relating to any declaration of taxability of interest on the funding Loan or allegations (or regulatory inquiry) lhat interest on the funding Loan is taxable for federal income tax purposes, except to the extent such damages are caused by the gross negligence or willful misconduct ofa City Indemnified Party.
Notwithstanding anything herein to the contrary, ihe Borrower s indemnification obligations to the parlies specified in Seciion 9.1.4 with respect to any securitization or Secondary
41
Market Transaction described in Article IX hereof shall be limited to the indemnity set forth in Section 9.1.4. In the event that any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the Him rower, upon written notice from the Indemnified Party (which notice shall be timely given so as not to materially impair the Borrower's right to defend), shall assume the investigation and defense thereof including the employment of counsel reasonably approved by the Indemnified Party, and shall assume the payment of all expenses related thereto, with lull power to litigate, compromise or settle the same in its sole discretion, provided that ihe Indemnified Party shall have the right lo review and approve or disapprove any such compromise or settlement, which approval shall not be unreasonably withheld Each Indemnified Party shall have ihe riglu to employ separate counsel in any such action or proceeding and lo participate in ihe investigation and cleiensc thereof, provided, however, the Governmental L.ender shall ha\e ihc absolute ngiit to employ separate counsel Lit die expense of ihe Borrower. The Borrower shall pay ihe reasonable lees and expenses ol such separate counsel, provided, hovveser. thai such Indemnified Pany may only employ separate counsel at Ihe expense of ihe Borrower Hand only if m such Indemnified Parly s good iaiih luuamcni (based on ihe advice oi counsel) a cmiluc; ei micrcsi. c\;sis or could unsc bv reason oi common iepieseniation. excepi thai ihe Borrower shall always pay ihc reasonable lees and expenses rd' the Governmenlai Eerider's separate counsel
Notwithstanding any transfer of the Projects to another owner .in accordance wiih the provisions of this Borrower Eoan Agreement or the Regulatory Agreement, the Borrower shall remain obligated to indemnify each Indemnified Parly pursuant, to this Seciion 5.15 if such subsequent owner fails to indemnify any parly entitled to be indemnified hereunder, unless the Governmenlai Lender and the Funding Lender have consented lo such transfer and to the assignment ofthe rights and obligations ofthe Borrovver hereunder.
f be rights of any persons lo indemnity and the right to payment of fees and reimbursement of expenses hereunder shall survive ihe final payment or defeasance ol the Borrower Loan and the Funding Loan and in the case ofthe Servicer, any resignation or removal. The provisions of ibis Seciion 5.15 shall survive the termination of this Borrower L.oan Agreement.
Nothing in this Section 5.15 shall in any way limit the Borrower's indemnification and other payment obligations set forth in the Regulatory Agreement.
Section 5.16 No Warranty of Condition or Suitability by the Governmental Lender or Funding Lender. Neither the Governmental Lender nor the Funding Fender makes any warranty, either express or implied, as to the condition oflhe Projects or that they will be suitable for the Borrower's purposes or needs.
Section 5.1-7 Right of Access to the Projects The Borrower agrees that the Governmental Lender, the Funding Lender, the Servicer and the Construction Consultant, and their duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right, but no obligation, at all reasonable times during business hours and upon reasonable notice, to enter onto the Land (a) to examine, test and inspect the Projects without material interference or prejudice to the Boirower's operations and (b) to perform such work in and about the Projects made necessary by reason oflhe Borrower's default under any ol'the provisions of this Borrower Loan Agreement. The Governmental Lender, the f unding Lender, the Servicer, and
42
their duly authorized agents, attorneys, accountants and representatives shall also be permitted, without any obligation to do so, at all reasonable times and upon reasonable notice during business hours, to examine the book.-, and records ol'the Borrower with respect to the Projects.
Section 5.18 Notice ol' Default. "I he Boriowei- will provide the Governmenlai Lender, the funding L.ender and ihe Servicer as soon as possible, and m any event not later limn live (5) Business Days alter the occurrence of anv Potential Default or Event of Default with a statement of an Authorized Represenialive of Borrovver describing the details ol such Potential Default or Event of Default and any curative action Borrowci proposes to take.
Section 5.19 Covenant with (,<>\ crnmcntal Lender and funding fender. Iiie l.'orrowei agrees thai tins Bonow;er Loan Agieement is executed and delivered m pari io induce the purchase, bv others of the Governmental Lender Note and. accordingly, all covenants and agreements oflhe Boj rower contained m ibis Bonower Loan Agreemenl are declared to be for Ihe benefit cd' ihe Governmental I .ender. the bunding Lendei arid any lawful owner, holder or pledgee
Section 5.20 Obligation ofthe Borrower to Construct or Rehabilitate the Projects; Building Permit, (a) The Borrower shall proceed wilh reasonable dispatch io construct oi rehabilitate, as appropriate, and equip the Projecis. If the proceeds oflhe Borrovver l.oan. together wilh the Other Borrovver Moneys, available lo be disbursed to the Borrower are not sufficient lo pay the costs of such construction or rehabilitation, as appropriate, and equipping, the Borrower shall pay such additional costs from its own funds. The Borrower shall nol be entitled to any reimbursement from the Governmental Lender, the bunding Lender or the Servicer in respect of any such costs or to any diminution or abatement in the repayment of the Borrower Loan. The Governmental Lender and the funding fender shall not be liable to the Borrower or any other person if for any reason the acquisition and consiruciion oflhe Projects is not completed or if the proceeds ofthe Borrower l.oan are insufficient lo pay all costs ofthe Projects. The Governmental fender and the Funding Lender do not make any representation or warranty, either express or implied, thai, moneys, if"any, which will be made available to ihe Borrower will be sufficient to complete the Projects, and the Governmental Lender and the Funding Lender shall not be liable to ihe Borrower or any other person if for any reason the Projects are not completed.
(b) The Borrower acknowledges and agrees that it has lull responsibility to comply with all applicable law in connection with the Projects, including but. nol limited to, all requirements ol'the Building Code ofthe City of Chicago (The "Building Code';). The Bonower expressly acknowledges that the Governmental Lender has not waived any applicable requirements ofthe Building Code or any other legal requirements with respect to the Projects.
Section 5.21 Maintenance of Insurance. Borrovver will maintain the insurance required by ihe Security Instrument.
Section 5.22 Information; Statements and Reports. Borrower shall furnish or cause to be furnished to Governmental Lender and Funding Lender:
(a) Financial Statements: Rent Rolls. In the manner and to the extent required under the Security Instrument, such financial statements, expenses statements, rent rolls.
reports and other financial documents and information as required by the Security Instrument and the oilier Borrower Loan Documents and Funding l.oan Documents, in ihe form and within the time periods required therein:
Manager. As soon as available and in any event within one hundred Iwenlv ( 120) days after the end of each fiscal year ol Manager, copies ofthe financial stalenients ol Manager as of such date, prepared in substantial f\ the form previously delivered lo ihe Governmental Bender and Funding Iender and m a manner consistent ihcrewiih. 01 in such form ('which may include a form prepared in accordance wnh GAAP) as bunding L.ender may reasonably request;
Ieasing Reports. Pnor io the Conversion Date, on a monihiv basis (and in any event within fifteen (15) days after ihc end of each Calendar Monlh). a report of all elloils made by Borrower, if anv. to lease all or any portion o! ihe Projects during such Calendar Month and on a cumulative basis since ihc Proiecis inception, which report shall
Funding I...ender. and shall, il requested by bunding L.ender. be supported by copies ol letters ol mterii. leases or occupancy agreements, as applicable;
Audit Reports. Promptly upon receipt, i hereof, copies of all reports, if any, submitted to Borrovver by independent public accountants in connection vvith each annual, interim or special audit oflhe financial statements of Borrower made by such accountants, including the comment letter submitted by such accountants to management in connection with their annual audit;
"Notices: Certificates or Communications. Immediately upon giving or receipt thereof, copies of any notices, certificates or other communications delivered at the Projects or to Bono we: or Manager naming Governmental Fender or Funding Fender as addressee or which could reasonably be deemed to affect the structural integrity of any material part ofthe Projects or the ability of Borrovver to perform its obligations under the Borrower L.oan Documents and the Funding Loan Documents;
Certification of Non-Foreign Status. Promptly upon request of Funding L.ender from lime lo lime, a Certification of" Non-Foreign Status, executed on or after Ihe date of such request by Funding Lender;
Compliance C e rli fi c a I e s. Together with each of the documents required pursuant lo Seciion 5.22(a) submitted by or on behalf of Borrower, a statement, in form and substance satisfactory lo Funding Fender and certified by an Authorized Borrower Representative, to the effect that Borrower is in compliance with all covenants, terms and conditions applicable to Borrovver, under or pursuant to the Bonower L.oan Documenis and the Funding Loan Documents and under or pursuant lo any oilier Debt owing by Borrower to any Person, and disclosing any noncompliance therewith, and any Fvent of Default or Potential Default, and describing the status of Borrower's actions to correct such noncompliance. Event ol Default or Potential Default, as applicable; and
44
(h) Other hems and Information. Such olher information concerning the assets, business, financial condition, operations, property, prospects and results ol"operations of the Borrower. Ihe Manager, the Guarantor or the Projects, as the funding L.ender or the Governmental Lender may reasonably request from time to time.
Section 5.23 Additional Notices Borrower will, promptly alter becoming awaie thereof, ive. notice to funding L.ender and the Governmental L.ender of:
anv Lien affecting the Proiects, or any part thereof olher than Liens expressiv permitted under this l3orrower l.oan Agreemenl:
anv Legal Action which is instituted by or against ihe Borrowci. ihc Manager, or the Guarantor, or any fiegal Action which is threatened against the Boi rower, the Manager, or ihc Guaranior which, in any case, if adversely deiermmed. could have a maierial adverse ci'feci upon the business, operations, properiics. prospecis, assets, munugemo!:!. e-.vuci\h;n or coucniior; i imaui: ;ui or oihci w ;sc) oi iiie Boirowei. iue Manager, ihe Guuiuuior or ihe Pioieciv
any Legal Aciion which eonsnuues an Event of Del'auh or a Poiermal Default or a default under any olher Contraclunl Obligation io which ihe Borrower, ihe Manager, or the Guaranior is a party or by or io which the Borrower, the Manager, or the Guarantor, or any of their respective properties or assets, may be bound or subject, which default would have a material adverse effect on the business, operations., assets ('including the Projects), condition (financial or otherwise) or prospects ofthe Borrower, the Manager, or the Guarantor, as applicable;
any default, alleged default or potential default on the part of Borrower under any oflhe CC&R's (together with a copy of each notice of default, alleged default or potential default received from any other party thereto);
any notice of default, alleged default or potential default on the part of" Borrower received from any tenant or occupant ol the Projects under or relating to its lease or occupancy agreemenl (together vvith a copy ol any such notice), if, in the aggregate, notices from at least fifteen percent (15%) oflhe tenants at the Projects have been received by Borrower with respeci to, or alleging, the same default, alleged default or potential default;
(I") any change or contemplated change in ( i) the location of Borrower's, or Manager's executive headquarters or principal place of business: (ii) the legal, trade, or fictitious business names used by fJorrovver or Manager: or (iii) the nature of the trade or business of Borrower; and
(g) any default, alleged default or potential default on the part of any general or limited partner (including, without limitation. Manager and the Equity Investor) under the O pe ra ting A g ree m e n t.
Section 5.24 Compliance with Other Agreements; Legal Requirements.
Borrower shall timely perforin and comply with, and shall cause Ylnnager lo timely perforiTi and comply with ihe covenants, agreements, obligations and restrictions imposed on them under the Operating Agreement, ami Borrower shall nol do or permit to he done any dung to impair anv such party's rights or interests under anv ol'the foregoing.
Borrower will comply and. lo Ihe extent il is able, will require others to comply with, all Legal Requirements of all Governmental Authorities having jurisdiction over the Projects or consiruciion and/or rehabilitation of the Improvements, and will furnish funding Lender wuh reports of any official searches lor or notices of violation of any requnemcnts csiublisiied by such Governmental Authorities Borrower wiii compf and. lo the extern u is able, will require Olivers to comply, wilh applicable CC&R's and all restrictive covenants and all obligations created by priv ate contracts and leases which affect ownership, consiruciion, rehabilitation, equipping, hxiurmg. use oi operation of ihe i'roje.u-,. and ali other ag.recmc;u\ requiting a iciiam perceuiane oi the i huh- io be icrucd to persons ol low or moderate income, i he Improvements, when completed, shall com pi y with ail applicable, building., zoning and olher Legal Requirements, and will noi violate any resli'iciions ol record against the Projects or the terms of any other lease ol. all or any portion oflhe Projects, funding Lender shall ai all limes have the right to audit, al. Borrower's expense. Borrower's compliance wilh any agreemenl requiring a certain percentage ofthe Units to be rented to persons of low or moderate income, and Borrower shall supplv all suet) information with respeci thereto as funding Lender may request and otherwise cooperate with funding Lender in any such audit; provided, however, prior to ihe occurrence of an fvenl of Delault, Borrower shall have no obligation to bear the expense of more ihan one audit every three (3) years. Without limiting the generality of the foregoing, Borrower shall properly obtain, comply with and keep in effect (and promptly deliver copies lo funding Lender ol) all permits, licenses and approvals which are required lo be obtained from Governmental Authorities in order to construct, occupy, operate, markel and lease the Projects.
Section 5.25 Completion and Maintenance of Projects. Borrower shall cause ihe construction or rehabilitation, as the case may be, of the Improvements lo be prosecuted with diligence and continuity and completed substantially in accordance with the Plans and Specifications and in accordance with the Construction funding Agreemenl. free and clear of anv liens or claims for hens (but without prejudice to Borrower's rights of contest under Section 10.1 6) ("Completion"') on or before the Completion Dale. Borrower shall thereafter maintain the Projects as residential rental units in good order and condition, ordinary wear and tear excepted. A maintenance program shall be in place at all times to assure the continuation of first class maintenance.
.Section 5.26 fixtures. Borrovver shall deliver to Funding Lender, on demand, any contracts, bills of sale, statements, receipted vouchers or agreements under which Borrower or any other Person claims title lo any materials, fixtures or articles incorporated into the Improvements.
Section 5.27 Income from Projects. Borrovver shall first apply all Gross Income to Expenses ofthe Projects, including all amounts then required lo be paid under the Borrovver Loan
46
Documents and the Funding Loan Documenis and the funding of all sums necessary to meet the Replacement Reserve fund Requirement before using or applying such Gross Income for any other purpose. Prior to the Conversion Date. Borrower shall not make or permit any distributions or olher payments of Net Operating Income to its partners, shareholders or members, as applicable, in each case, without the prior Written Consent of funding Lender.
Section 5.2
(a) Lease Approval
(T) Borrower may enter into leases of:space within the Impiovemenis fane! amendments to such leases) in ihe ordinary course ol business with bona iide third party tenants without bunding Lender's prior Written Consent if:
(A) The lease is a Permuted Lease.
(if) Bonower. at. tmg in good audi ioilow mg die e\ei eise o! due diligence, has deie; mined lhat the tenant meets requirements imposed under any applicable CC&R. and is financially callable of performing ail oi its obligations under the lease; and
(C) The lease conforms to ihe Rent Schedule attached as an exhibit to the Consiruciion funding Agreement and reflects an arm's-length transaction, subject to the requirement that the Borrower comply wilh any applicable CC&R.
If any f vent, of Default has occurred and is continuing. Funding Lender may make writ ten demand on Borrower lo submit all future leases for funding Lender's approval prior lo execution. Borrower shall comply wilh any such demand by Funding Fender.
No approval of any lease by Funding Lender shall be for any purpose other than lo protect Funding Lender's security for the Borrovver Loan and to preserve Funding Lender's rights under the Borrower Loan Documents and the Funding Loan Documents. No approval by Funding Lender shall result in a waiver of any delault of Borrower. In no event shall any approval by Funding Lender ofa lease be a representation of any kind with regard to ihe lease or its enforceability, or the financial capacity of any tenant or guarantor.
(IV) Obligations. Borrower shall perform all obligations required to be performed by it as landlord under any lease affecting any part oflhe Projects or any space within the Improvements.
(c) Leasing and Marketing Agreements. Except as may be contemplated in the Management Agreement vvith the Property Manager. Borrower shall not without the approval of Funding Lender enter into any leasing or marketing agreement and Funding Lender reserves the right to approve the qualifications of any marketing or leasing agent.
47
Section 5.29 Projects Agreement and Licenses. To the extent not heretofore delivered to Funding Lender. Borrower will Furnish to Funding Lender, and the Subordinate Lenders as soon as available, true and correct copies of all Project Agreements and Licenses and the Plans and Specifications; together with assignments thereof to Funding Lender and consents to such assignments where required by Funding Fender, all in form and substance acceptable lo Funding Lender. Neither Borrower nor Manager has assigned or granted, or will assign or grant, a security inleresl in any ofthe Project Agreements and Licenses, other than to Funding Fender and the Subordinate Lender.
Section 5.30 Payment of Debt Payments. In addition to Us obligations under ihe Bonower Note. Borrower will (i) duk and. punctually pay or cause t.o be paid all principal ol and interest on anv Dcbl of Borrower as and when ihc same become due on or beloic the due date. C u i comply with and perform al! conditions, terms and obligations of other instruments or agreements evidencing or securing such Debt: (in) promptly inform Funding Lender ot any default, or anticipated deiauli, undei a:iv such note, agreement, instrument; and (iv) lorwaid to Funding L'cndcr a coiw o f a: ;v nonce i1 i dc i ;':u IL o; noi ice ed arw cvem ; i :ai rmgh: i c- u i \ u; oe \ an: i uru ;ur .an such noie. agreenieni. instrument, including Liens encumbering the Projects, or any ponion thereof, which have been subordinated to the Security Instrunieni (regardless oi whether oi nol permitted under this Borrower .L.oan Agreement").
Section 5.3.1 ERISA. Borrower will comply, and will cause each of its ERISA Affiliates to comply, in all respects with the provisions of ERISA.
Section 5.32 Patriot Act Compliance. Borrower shall use its good faith and commercially reasonable efforts to comply with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrovver and/or the Projects, including those relating to money laundering and terrorism. Funding Lender shall have the right to audit Borrower's compliance with the Patriot Act and all applicable requirements of Governmental Authorities having jurisdiction over Borrower and/or the Projects, including those relating to money laundering and terrorism. In the event lhat Borrower fails lo comply with the Patriot Ac! or anv such requirements of Governmental Authorities, then Funding Lender may, al ils option, cause Borrower to comply therewith and anv and all costs and expenses incurred by Funding I .endcr in connection therewith shall be secured by the Security Instrument and shall be immediately clue and payable.
Borrower covenants that it shall comply with all Legal Requirements and internal requirements ol Funding L.ender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Without limiting the foregoing, Borrower shall not lake any action, or permit any aciion lo be taken, lhat would cause Borrower's representations and warranties in this Article V become untrue or inaccurate at any time during the term ofthe Funding Ioan. Upon any Beneficiary Parly's request from time to lime during the term ofthe Funding L-oan, Borrovver shall certify in writing lo such Beneficiary Party that Borrower's representations, warranties and obligations under Article V remain true and correct and have not been breached, and in addition, upon request of any Beneficiary Parly. Borrower covenants to provide all information required to satisfy obligations under all Legal Requirements and internal requirements of Funding Lender relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, during the term of the Funding Loan. Borrower shall
48
immediately notify the Funding Fender in writing of (a) Borrow er's actual knowledge that any of such representations, warranties or covenants are no longer true and have been breached, (b) Borrovver has a reasonable basis to believe that they may no longer be true and have been breached or (c) Borrower becomes the subieet of an investigation by Governmental Authorities related lo money laundering, anti-terrorism, trade embargos and economic sanctions. Borrower shall also reimburse F unding Lendei For anv expense incurred by Funding L.ender in evaluating ihe el led oi an investigation bv Governmental Authorities on the funding L.oan and Funding Lender's mteiesi in the collateral For ihe Funding Foan. in obtaining necessaiy license Irom Governmental Authorities as may be necessary for Funding Lender to enforce its rights under the Funding Loan Documents, and in comply ing wilh all Legal Requirements and mieinal requirements ol Funding L.ender relating io money laundering, ani.i-ierrori.srn . iiade embargos and economic sanctions, now or hercaltei in effect apphcablcto bunding I...ender as a resuil ol ihe existence ol such an event and for anv penalties or hues imi.io.sed upon funding L,ender as a result ihereol.
¦Section 5.33 funds fro in Equity Investor Bonower shall cause the hquily Invesioi io land all iusialimeiiis oi die Lquuv Couinbiiiions m the amounts anci ai ihe times sunjcci and according to ihe ienns of ihe (Jpeiaimg Agreemenl.
Section 5.34 Tax Covenants The Borrower further re.prese.nis , warrants and covenants as follows:
General. The Borrower shall not lake any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of interest on the Governmental Fender Note from gross income (as defined in Section 61 ofthe Code), for federal income tax purposes and. if it should lake or permit any such action, the Borrower will lake all lawful actions that it can take lo rescind such action promptly upon having knowledge thereof and that, the Borrower will lake such action or actions, including amendment of this Borrower L.oan Agreemenl. the Security Instrument and ihe Regulatory Agreement, as may be necessary, in the opinion of Tax Counsel, to comply fully vvith all applicable rules, rulings, policies, procedures, regulations or other official statements promulgated or proposed by the Department of the Treasury or the Internal Revenue Service applicable to (he Governmenlai Lender Note, the Funding Loan or affecting the Projects. Capitalized terms used in this Section 5.34 shall have the respective meanings assigned to them in the Regulatory Agreement or, if not defined therein, in the Funding Loan Agreemenl. With the intent not to limit the generality ofthe foregoing, ihe Borrower covenants and agrees that, prior to the final maturity oflhe Governmental Lender Note, unless it has received and filed with Ihe Governmental L.ender and the Funding Lender a 'Fax Counsel No Adverse Fifed Opinion (olher than with respect to interest on any portion of the Governmental Fender Note for a period during which such portion of ihe Governmental Lender Note i.s held by a "substantial user" of any facility financed vvith the proceeds oflhe Governmenlai Fender Note or a '"related person," as such terms are used in Section 147(a) oflhe Code), the Borrower will comply with this Section 5.34.
Use of Proceeds. The use oflhe net proceeds ofthe Funding L.oan at all limes will satisfy the following requirements:
49
Limitation on Net Proceeds. At least 95% oflhe net proceeds ofthe Funding Foan (within the meaning ol the Code) actually expended shall be used lo pay Qualified Projects Costs that are costs ofa "qualified residential rental project" (Within the meaning of Sections 142(a)(7) and 142(d) ofthe Code) and property thai is "functionally related and subordinate" thereto (within the meaning of Sections i. I 03-!S(a)(3) and i i 03-S(b)(4)(iii) of the Regulations)
Finn! on ('osis of funding T he proceeds oflhe bunding l.oan will be expended for the purposes sel forth in tins Borrower l.oan Agreement and in the funding Foan Agreement and no portion thereol in excess ol two percent oflhe proceeds ol the l unrlmg Foan wiihm the meaning ol Section 147(g) oi the (.'ode. will be expended to pay ( osts ol I inkling of ihe Funding L.oan
(iiii Prohibited Facilities I lie Borrower shall not use or permit the use of any proceeds ol ihe Funding Loan o: any income horn die mvesimeni thereof to
iacihiv piimarif used foi gambling, or any store ihc principal business of winch is I tie sale ol alcoholic beverages lor consumption oil premises
(iv.) f.iniilaiion on I .and. Less than 25 percent ofthe net proceeds of ihe funding Loan actually expended will be used, directly or indirectly, for the acquisition of land or an interest therein, nor will any portion ofthe net proceeds of the Funding Loan be used, directly or indirectly, for the acquisition of land or an interest therein to be used for farming purposes.
(v) Limitation on L'xisling Facilities. No portion ofthe net proceeds of the funding Loan will be used for the acquisition of any existing property or an interest therein unless (A) the first use of such properly is pursuant lo such acquisition or (B) ihe rehabilitation expenditures with respeci to anv building and the equipment therefor equal or exceed 15 perceni oflhe cost, of acquiring such building financed with the proceeds oflhe funding I oan (with respect to structures olher than buildings, this clause shall be applied by substituting 100 percent, for 15 percent). For purposes of the preceding sentence, the term "rehabilitation expenditures" shall have the meaning set forth in Seciion 147(d)(3) ol'the Code.
(v'>) Accuracy of In formal ion. The information furnished by the
Borrower and used by the Governmental Lender in preparing its certifications with respect lo Section 148 ol'the Code and the Borrower's information statement pursuant to Seciion 149(e) ofthe Code is accurate and complete as ofthe date of origination oflhe Funding Loan.
(vii) Limitation of Projects Expenditures. The acquisition, construction and equipping ofthe Proiects were not commenced (within the meaning of Section 144(a) ofthe Code) prior to the 60th day preceding the adoption by the City ofthe Ordinance (as defined in the Governmental foan Agreement), and no obligation for which reimbursement will be sought from proceeds of the funding l.oan relating to the acquisition, construction or equipping of the Projects was paid or
50
incurred prior to 60 days prior to such date, except for permissible "preliminary expenditures", which include architectural, engineering surveying, soil testing, reimbursement bond issuance and similar costs incurred prior to the commencement of construction; rehabilitation or acquisition ofthe Projects, and which do not exceed 20% oflhe aggregate issue price oflhe Governmental Lender Note.
(viii) Qualified Cosis. The Borrower represents, covenants and warrants that die proceeds of ihe funding Loan shall be used or deemed used exclusively lo pay cosis which rue (A) eapila! oxpendiiures (as delined in Seciion I !5()-!(b) of ihe Code's regulations) and (B) noi made lor the acquisition oi existing properly, io ihe exieni piohibiied in Seciion I-17(d) ol the Code and thai for ihe greatest number of buildings die proceeds of die Governmental L.ender Noie shall be deemed allocated on a pro rata basis io each building in Ihe Projects and the land on which ii. is ioeaied so ihai each building ami ihe ianci on which ii is iocaieci will
Governmenlai Lender Koie. lor ihe puiposc oi complying with Seciion ¦I2(ii)(-'M(B) of the Code, provided however, ihe loiegomg represcniaiion, covenant a nil warranty is made .for die benefii oi die Ijorrower and lis members and neither the Funding Lender nor the Governmental Lender shall have, any obligation to enforce this statement nor shall lhey incur any liability lo any person., including without limitation., the Borrower, the members oflhe Borrower, any other affiliate ofthe Borrower or the holders or payees of ihe Governmental L-ender Nole and the Borrower Note For any Failure to meet the intent expressed in the foregoing representation, covenant and warranty; and provided further, failure to comply wilh this representation, covenant and warranty shall not constitute a default or event of default under this Borrower Foan Agreement or the Funding Loan Agreement.
(c) Limitation on .Maturity. The average maturity ofthe Governmental Lender Nole does not exceed 120 percent ofthe average reasonably expected economic life ofthe Projects to be financed bv the funding Loan, weighted in proportion lo the respective cost of each item comprising ihe property the cost of which has been or will be financed, directly or indirectly, with the Net Proceeds oflhe funding Loan. For purposes ofthe preceding sentence, the reasonably expected economic life oI property shall be determined as ofthe later of (A) the Closing Dale for the Funding Foan or (LF) the date on which such properly is placed in service (or expected to be placed in service). In addition, land shall not be taken into account in determining ihe reasonably expected economic life of property.
(cl) No Arbitrage. The Borrower shall nol lake any action or omit to lake any action with respect to the Gross Proceeds oflhe Governmental Fender Note or of any amounts expected to be used lo pay the principal thereof or the interest thereon which, if taken or omitted, respectively, would cause the Governmenlai Lender Note lo be classified as an "arbitrage bond" within the meaning of Section 148 oflhe Code. Except as provided in the funding foan Agreement and this Borrovver L.oan Agreement, the Borrower shall not pledge or otherwise encumber, or permit ihe pledge or encumbrance of. any money, investment, or investment property as security for payment ol any amoiinls due under this Borrower Loan Agreemenl or the Borrower Note relating to the Governmental L.ender
51
Nole. shall nol establish any segregated reserve or similar fund for such purpose and shall not prepay any such amounts in advance of the redemption date of an equal principal amount ofthe Governmental Lender Nole, unless the Borrower has obtained in each ease a l ax Counsel No Adverse Effect Opinion with respeci lo such action, a copy of which shall be provided to the Governmenlai Lender and the bunding Lender. The Borrower shall noi. at any lime prior to the final maturity of ihe Governmental Lender Note, invest or cause any Gross Proceeds lo be invested in any investment (or lo use Gross Proceeds to replace money so invested), if. as a result of such inveslnienl the Yield of all investments acquired with Gioss Proceeds (or with money replaced thereby) on or prior lo the date of such invesinieni exceeds ihe Yield oi ihe Governmental L.ender Note to the Matuniy Date, except as permuted by Section i-ifs oi die Code and Regulations iiieieundei or as provided in the Regulatory Agreement. Ihe Borrowei luriher covenants and agree.-, ilia! ii will comply' wilh all applicable rcquiremerii.s o) said Section 14
10 the United Slates Lreasurv Department. I he Borrower agrees thai it wall cause ihe Rebate Analyst io calculate the rebatable amounts not iaier ilian lony-live days alter ihe fifth anniversary oflhe Closing Date and each Eve years thereafter and not later than loriy-five days after the. final Compulation Date and agrees thai ihe. Bo:rower will pay all costs associated therewith. The Borrower agrees lo provide evidence ofthe employment oflhe Rebate Analyst satis factory lo Ihe Governmental L,ender and Funding Lender.
(e) No Federal Guarantee. Except to the extent permitted by Section 149(b) of ihe Code and the Regulations and rulings thereunder, the Borrower shall not take or omit to take any action which action or omission lo acl would cause the Governmental Lender Note lo be "federally guaranteed" within the meaning of Seciion 1-19(b) of the Code and the Regulations and rulings thereunder.
(0 Representations. The Borrower has supplied or caused to be supplied lo fax Counsel all documents, instruments and written infonnation requested by fax Counsel, and ail such documents, instruments and written infonnation supplied by or on behalf of the Borrower ai the request off ax Counsel, which have been reasonably relied upon by Tax Counsel in rendering its opinion wilh respect to the exclusion from gross income ofthe interest on the Governmental Lender Note for federal income tax purposes, are true and correct in all maierial respects, do not contain any untrue slalemenl of a material fact and do nol omit to state any material fact necessary lo be slated therein in order to make the information provided therein, in light of ihe circumstances under which such information was provided, not misleading, and the Borrower is noi aware of any other pertinent information which fax Counsel has nol requested.
(g) Qualified Residential Rental Projects. The Borrower covenants and agrees lhat the Projects will be operated as a "qualified residential rental project" within the meaning of Section 142(d) ofthe Code, on a continuous basis during the longer ofthe Qualified Projects Period (as defined in the Regulatory Agreement) or any period during which any portion ofthe Governmental Lender Nole remains outstanding, lo ihe end lhat the interest on the Governmental Lender Nole shall be excluded from gross income for
federal income lax purposes. The Borrower covenants and agrees, continuously during the Qualified Projects Period, to comply with all the provisions ofthe Regulatory Agreement.
(h) Information Report in v. Requirements. The Borrower will comply with (he information reporting requirements of Section 149(e)(2) ofthe Code requiring certain information regarding the Governmental Lender Note lo be liled with the Internal Revenue Service within prescribed time limits.
(if Governmental L.ender Nole Nol a Hedge Bond The Borrower covenants and agrees that not more than 50% ofthe proceeds ofthe Governmenlai Lender Note will be invested in Nonpurpose Investments having, a substantially guaranteed Yield for lour years or more within ihe meaning of Section l49(f)(5)(A)(ii) oflhe I lode, and ihe Borrower reasonably ex pec. is thai al least 85% ofthe spendable proceeds oflhe Governmenlai L.ender Note will be used lo carry out the governmental purposes ofthe Governmental I .ender Nole wiihin ihe iiiree- v ear period beginning, on the Closing Dale
i I i I ermmalion ol Resincnoris Ahhough ihe prunes heieio iccoumzc ihai. sub|0ci io the provisions of ihe Regulatory Agreemenl. ihc provisions of ibis Borrower L.oan Agreemeiii snail terminate m accordance wilh Seciion 10.14. the parlies heieio recognize that pursuant to the Regulatory Agreemenl. certain requirements, including ihe requirements incorporated by reference in this Section, may continue in effeel beyond the term hereof
(k) Public Approval. The Borrower covenants and agrees thai the proceeds of the Governmental L.ender Note will not be used in a manner that deviates in any substantial degree from the Projects described in the written notice ofa public hearing regarding the Governmental Lender Nole.
(I) 40/60 Test Election. The Borrovver and the Governmental L.ender elect lo apply ihe requirements of Seciion 142(d)() )(B) lo ihe Projects. The Bonower represents, covenants and agrees, continuously during the Qualified Projects Period, lo compb wilh ;ill the provisions oflhe Regulatory Agreement.
(m) Modification of Tax Covenants. Subsequent to ihe origination of the funding Loan and prior to its payment in full (or provision for the paymeni thereof having been made in accordance vvith the provisions ofthe funding Loan Agreemenl), this Section 5.34 may not be amended, changed, modified, altered or terminated exeepl as permitted herein and by the Funding Loan Agreemenl and with the Written Consent of the Governmental Lender and the funding L.ender. Anything contained in this Borrower l.oan Agreemenl or the Funding Loan Agreement to the contrary notwithstanding, the Governmental Lender, the Funding L.ender and the LSorrower agree lo amend this Borrower L.oan Agreement and. if appropriate, the Funding Loan Agreement and the Regulatory Agreement, to the extent required, in the opinion of fax Counsel, in order for interest on the Governmental Lender Note to remain excludable from gross income for federal income-tax purposes. The party requesting such amendment, which may include the Funding Lender, shall notify the olher parlies to this l3orrower Loan Agreemenl ofthe proposed amendment and send a copy of such requested amendment to fax Counsel. Alter review
of such proposed amendment. Tax Counsel shall render to the Rinding l.ender and the Governmental L.ender an opinion as to the effect of such proposed amendment upon the mcludability of interest on the Governmental Lender Nole m the gross income of the lecipient thereof for federal income lax purposes. The Borrower shall pay all necessary fees and expenses incurred wilh respect lo such amendment. The Borrower, the Governmental L.ender and. where applicable, the funding L.ender per written instructions irom the Governmental L.ender shall execute, deliver and, ii'applicable. the Borrower shall file of record, any and all documents and instruments, including without limiialion. an amendment lo the Regulatory Agreement, with a file-stamped copy to the funding L.ender. necessary 10 effectuate the intent of tins Section 5 3-1, and the Borrowci and the Governmental Lender appomi ihc funding Lender as their irue and hiwiui aliorncv -m-laci io execute, deliver and, if applicable, iiie of record on behalf of die Borrower or the Governmental Lender, as is applicable, any such document or msirumeni. (in such form as may be approved bv and upon msi.iuc!;on ol fax Counsel ) if cidicr ihe Boriowei or ihe Government a I fender del a nil s m the per lorn lance o I iis obi i gai ion undc: i h is Sect ion ~ A!:
without first notifying the Borrower or the Governmental Lender, as i> applicable-, ot its micniion to take such aciion and. providing the Borrower or the Governmenial L.ender, as is applicable, a reasonable opportunitv- io comply with the requirements ol this Section 5.34.
The Borrovver irrevocably authorizes and directs the funding L.ender and any olher agent designated by the Governmental L.ender to make payment of such amounts from funds of ihe Borrovver, if any, held by the Funding Lender, or any agent ofthe Governmental L.ender or the funding Lender. The Borrower further covenants and agrees that, pursuant, to the requirements of Treasury Regulation Section 1.148-1(b), it (or any related person contemplated by such regulations) will nol purchase interests in the Governmental Lender Note in Lin amount related to the amount oflhe I Sorrower Loan.
Section 5.35 Pavmcin of Rebate.
(a) Arbitrage Rebate. The Borrower agrees to take all slops necessary to compute and pay any rebatable arbitrage relating to the funding Loan or the Governmental Lender Note in accordance with Section 148(f) ofthe Code including:
(i) Deli very of Documents and Money on Com p u ta I. ion Dates. Ihe Borrower will deliver to the Servicer, within 55 days after each Computation Dale:
(A) a statement, signed by the Borrower, stating the Rebate Amount as of such Computation Date:
(13) if such Computation Date is an Installment Computation Date, an amount that, together vvith any amouni then held for the credit ol the Rebate fund, is equal to at least 90% ofthe Rebate Amount as of such Installment Computation Date, less any "previous rebate payments'" made io the United Slates (as that term is used in Section 1.148-3(0(1) oflhe Regulations), or (2) il" such Computation Dale is the final Compulation
54
Date, an amount that, together vvith any amount then held for the credit of the Rebate fund, is equal to the Rebate Amouni as of such linal Computation Dale, less any "previous rebate payments'" made to the United Slates (as thai lerm is used in Seciion I.148-3(f)( 1) oflhe Regulations): and
(C) an Internal Revenue Service form 8038-T properly signed and completed as of such Compuialion Dale.
Correction of Underpayments. If ihe Borrower shall discover or be noli lied as of anv daic that any payment paid to the United Siates Treasury pursuant io this Section 3 35 ol an amount described m Section 5.35(a)(i)(A) or (13) abo\e shall have failed lo satislv any requirement of Seciion 1.UI8-3 oflhe Regulations (whether or noi. such failure shall be due to any default by ihe Borrower, the Governmental L.ender or the Funding L.ender). ihe Borrower shall (!) pay io ihe Service: (for deposit to the Rebate Fund) and cause ihe Servicer io pav lo ihe United
iopei I ier w uh any penalty and/or i mere si due. as spcoi I ied i u Seci ioi i i Id 8 -al. fi) 0 i ihe Regulations, vvuhin i 75 days a Per any discoveiy or nonce and (2) deliver io ihe Servicer an Interna! Revenue Service form 8038-'!" completed as of such date. II such underpayment oflhe Rebate Amount, together with any penally and/or inleresl due. is nol. paid to the United Slates Freasury in the amouni and manner and by the time specified in the Regulations, the 'Borrower shall lake such steps as are necessary lo prevent the. Governmental Fender Note from becoming an arbitrage bond within the meaning of Section 148 ofthe Code.
Records. The Borrower shall retain all of its accounting records relating to Ihe funds established under Ibis Borrower Foan Agreement and all calculations made in preparing the statements described in this Section 5.35 for al least six years abler the later of the final maturity ofthe Governmenlai Lender Note or the date the Funding Loan is retired in full.
Costs. The Borrovver agrees to pay all oflhe fees and expenses ofa nationally recognized 'fax Counsel, (he Rebate Analyst, a certified public accountant and any other necessary consultant employed by the Bonower or the Funding Lender in connection with computing the Rebate Amount.
(vj No Diversion of Rebatable Arbitrage. The Borrower will not indirectly pay any amouni otherwise payable to the federal government pursuant lo the foregoing requirements to any person other than ihe federal government by entering into any inveslnienl arrangement with respeci lo the Gross Proceeds ol the Funding Loan which i.s not purchased at fair Market Value or includes terms that the I3orrower would nol have included if the funding Loan were nol subject lo Section 148(f) ofthe Code.
(vi) Modi Ileal ion of Requirements. If at any time during the term of this I3orrower Loan Agreemenl, the Governmental L.ender. the funding Lender or the Borrower desires to lake any action which would otherwise be prohibited by the
55
terms of this Seciion 5.35, such Person shall be permitted lo take such action if it shall first obtain and provide to the other Persons named herein a fax Counsel No Adverse F fleet Opinion with respect to such action.
(b) j>ebatc_ i and. The Servicer shall establish and hold a separate fund designated as the "Rebate bund."" I he Servicer shall deposit or transfer lo the credit oflhe Rebate bund each amount delivered to ihe Servicer by the Borrower for deposit thereto and each amount directed by the Borrower to be transferred thereto.
!c) YYnhii! 15 da\s alter each receipt or transfer ol" funds lo ihe Rebate fund, the Servicershai! withdraw from ihe Rebate bund and pav to the I niter! Slates of America ihc enlire balance oi die Rebate fund.
id) .All puvmenis in the 1 uuied Siates ol America pursuan! lo ilus Section a .o shai! 'oe made bv live Sea \ icer for 'he account and m die name of ihe Go\ ernnienla! I .ender
bv iiie appropriate inierna' Revenue Service forms (such forms lo be provided to die Servicer by die Borrower or die Rebate Analyst as sel i'oriii in llns Seciion 5.55)
(e) Ihe Borrower shall preserve all statements, forms and explanations received delivered pursuant (his Seciion 5.35 and all records of transactions in ihe Rebate fund until six years after the retirement ofthe funding foan.
(I") Money s and securities held in the Rebate fund shall not be deemed funds oflhe funding fender or ofthe Governmental fender and are nol pledged or otherwise subject to any security interest in favor of ihe Funding fender to secure ihe Funding Foan or any olher obligations.
Notwithstanding any thing lo die contrary in this Borrower Loan Agreement, no payment shall be made to ihe United Stales if the Borrower shall furnish lo the (iovernmenlal Lender and ihe Funding fender an opinion of Fax Counsel lo the effect, that such paymeni i.s not required under Section 148(d) and (f) ofthe ("ode in order to maintain the exclusion from gross income for federal income lax purposes of interest cm the (iovernmenlal Lender Note. In such event, the Borrower shall be entitled lo withdraw-- funds from the Rebale fund lo the exlent the Borrower shall provide a fax Counsel No Adverse Ffl'ecl Opinion to ihc (.iovernmenlal fender and the funding fender wilh respect to such withdrawal.
Notwithstanding the foregoing, the computations and payments of rebale amounts referred to in this Seciion 5.35 need not be made to the exlent that neither the Governmental Lender nor the Borrower will therebv fail lo comply with any requirements of Section 148(1") ofthe Code based on a fax Counsel No Adverse 13 fleet Opinion, a copy of which shall be provided to the Funding fender.
Section 5.36 Covenants under funding Loan Agreement. The Borrower will I'ullv and faithfully perform all the duties and obligations which the (iovernmenlal fender has covenanted and agreed in the f unding foan Agreement to cause the Borrower to perform and any
56
duties and obligations which the Borrower is required in the Funding Loan Agreemenl to perform. The foregoing will nol apply to any duty or undertaking ofthe Governmental Lender which by its nature cannot be delegated or assigned.
Section 5.37 Continuing Disclosure Agreement. The Borrower and the Funding Lender shall enter into the Continuing Disclosure Agreement to provide lor the continuing disclosure of information about the Governmental Lender Note, the B or rower and olhei matters as specifically provided for m such agreemenl
ARTICLE VI \i (, \ 11v i ( ovi \ \\ i s
Borrower covenants and agrees as follows, which covenants shall remain in effect so long as any Borrower Payment Obligation or other obligation of Borrower under any oi the other Borrower Loan. Documents oi the buneluu: I .oan Documenis remains < 'Uisuiuchng or unoerlormed
Section 6.1 Management Agreement Without lirsi obtaining ihe bunding Lender*:'; prior Wnilen Consent, enter into the Management. Agreemenl. and iherealier ihe Bonower shall not. without the Funding .Lenders prior Wnilen Conseni (winch consent snail noi. be unreasonably withheld) and subject to the Regulatory Agreement: (i) surrender, terminate or cancel the Management Agreement or otherwise replace the Properly Manager or enter into any other management agreement; (ii) reduce or consent to the reduction ofthe term oflhe Management Agreement; (iii) increase or consent to the increase of the amount ol any charges under the Management Agreement; (iv) otherwise modify, change, supplement, alter or amend in any maierial respect, or waive or release in any maierial respect any of its rights and remedies under, the Management Agreement: or (v) suffer or permit the occurrence and continuance ofa default beyond any applicable cure period under the Management Agreement (or any successor management agreemenl) if such default permits the Properly Manager lo terminate the Management Agreemenl (or such successor management agreement).
.Section 6.2 Dissolution Dissolve or liquidate, in whole or in part, merge wilh or consolidate into another Person.
Section 6.3 Change in Business or Operation of Property. Filter into any line ol business other than the ownership and operation ofthe Projects, or make any maierial change in the scope or nature of its business objectiv es, purposes or operations, or undertake or participate in activities olher than the continuance obits present business and activities incidental or related thereto or otherwise cease lo operate the Projects as a multi-family property or terminate such business for any reason whatsoever (olher than temporary cessation in connection with consiruciion or rehabilitation., as appropriate, ofthe Projects).
Section 6.4 Debt Cancellation. Cancel or otherwise forgive or release any claim or debt owed lo the Borrovver by a Person, except for adequate consideration or in the ordinary course ofthe Borrower's business in its reasonable judgment.
Section 6.5 Assets. Purchase or own any real properly or personal properly incidental thereto other than ihe Projects.
57
Section 6.6 Transfers. Make, suffer or permit' the occurrence of any Transfer olher than a transfer permitted Linder the Security Instrument, nor transfer any material License required for the operation ofthe Projects
Section 6.7 Debt. Other than as expressly approved in writing by the funding Lender, create, incur or assume any indebtedness for borrowed money (including subordinate debt) whelher unsecured or secured bv all or anv portion ol the Projects or interest therein or in the Borrower or any partner thereol (including subordinate debt) other than (i) the Borrower Paymeni Obligations, (ii) the Subordinate Debt, (iii) secured indebtedness incurred pursuant lo or permitted bv the Borrower Loan Documents and die funding Loan Documents, (iv) trade payables incurred in ihe ordinary course of business, and (\ ) unsecured delerred developer lees and any unsecured loans payable solely from cash Mow made by a membei or manager oflhe Borrower as set lorlh in the Operating Agreement.
Section 6.8 Assignment of Rights Wii-ioui ihe funding Lendei's pnor Written
or funding Loan Document m coniruvcr.non oi any i'.oriower Loan Document o; funding Loan Document.
Section 6.9 Principal Place of Business. Change its principal place of business wilhoul providing 30 days' prior Written Notice oflhe change to ihe funding .Lender and the Servicer.
Section 6.10 Operating Agreement. Wilhoul. the funding Lender's prior Written Consent (which consent shall not be unreasonably withheld) surrender, terminate, cancel, modify, change, supplement, alter or amend in any material respeci. or waive or release in any material respect, any of its rights or remedies under the Operating Agreement; provided, however, the consent of.Funding Lender is not required for an amendment ofthe Operating Agreement resulting solely from the "Permitted Transfer""' of membership liiieresls of Borrower as delined in and permitted by the Security Instrument.
Section 6.11. ERISA. Maintain, sponsor, contribute to or become obligated to contribute lo, or suffer or permit any ERISA Affiliate oflhe Borrower lo. maintain, sponsor, contribute to or become obligated to contribute lo;'any Plan, or permit ihe assets oflhe Borrower to become "plan assets," whether by operation ol law or under regulations promulgated under ERISA.
Section 6.12 No fledging Arrangements. Without the prior Written Consent of the Funding Lender or unless otherwise required by this Borrower I .oan Agreemenl, the Borrovver will not enter into or guarantee, provide security for or otherwise undertake any lorm ol contractual obligation with respect to any inleresl rate swap, interest rate cap or other arrangement thai has the effect of an inleresl rate swap or inleresl rate cap or that otherwise (directly or indirectly, derivatively or synthetically) hedges inleresl rale risk associated wilh being a debtor of variable rale debt or any agreemenl or oilier arrangement lo enter into any oflhe above on a future date or after the occurrence of one or more ovens in ihe future.
Section 6.13 Loans and Investments; Distributions; Related Party Payments.
(a) Without the prior Written Consent of funding fender in each instance. Borrower shall nol (i) lend money, make investments, or extend credit, olher than in the
38
ordinary course of its business as presently conducted: or (ii) repurchase, redeem or otherwise acquire any interest in Bonower, any Borrower Affiliate or any other Person owning an interest, directly or indirectly, in Borrower, or make any distribution, in cash or in kind, in respect of interests in Borrower, any Borrower Affiliate or any other Person owning an interest, directly or indirectly, in Borrower (except to the extent permitted by the Security Instrument and subject to the limitations set forth in Section 5.27).
(b) Disbursements for lees and expenses of any Borrower At filiate and developer fees (however characterized) will only be paid lo the exlent that such tee or expense bears a proportionate relationship io the percentage of completion of the construction or rehabilitation, as 'die case may be. ol ihe Improvements, as determined by the Construction Consultant, and only alter deducting the applicable Reiainage Except as otherwise permitted hereunder or by the funding Lender, no Disbursements lor the Developer bee or any "deferred developer lees" shall be made prior io the Conversion Date other ihan m accordance with the Approved Developer fee Schedule
Section 6.14 Amendment ol Related Documents or (X.eiKS. Without (lie pnoi Wriiien Consent of bunding Lendei m each instance, excepi as provided herein or in the Construction building Agicement. Boriowei shall not enter into or consent to any amendment, termination, modification, or other alteraiion of any of ihe Related Documenis or any ol ihe CCctR's (including, wilhoul limitation, (hose contained in the Borrower Loan Agreement, any Architect's Agreement or Engineer's Contract, any Consiruciion Contract, and any Management Agreement, but excluding the Operating Agreement, which is covered by Section 6.10). or any assignment, transfer, pledge or hypothecation of any of its rights thereunder, if any.
Section 615 Personal Property. Borrower shall nol install materials, personal properly, equipment, or fixtures subject to any security agreement or other agreement or contract wherein the right is reserved to any Person other than Borrower lo remove or repossess any such materials, equipment or fixtures, or whereby title lo any ofthe same is not completely vested in Borrower ai the time of installation, without fa riding Lender's prior Written Consent: provided, however, thai this Section 6. .I 5 shall not apply to laundry equipment or other equipment dial is owned by a third -party vendor and commercial tenants.
Section 6.16 Fiscal Year. Without funding fender's Written Consent, which shall not be unreasonably withheld, neither Borrovver nor Manager shall change the limes of commencement or termination of ils fiscal year or other accounting periods, or change its methods of accounting, olher than lo conform to GAAP.
Section 6.17 Publicity Neither Borrower nor Manager shall issue any publicity release or other communication lo any print, broadcast or on-line media, post any sign or in any other way identify funding Lender or any of its Affiliates as the source of the financing provided for herein, without the prior written approval of funding Lender in each instance (provided that nothing herein shall prevent Borrower or Manager from identifying funding Lender or its Affiliates as the source of such financing to the extent lhat Borrower or Manager are required to do so by disclosure requirements applicable to publicly held companies). Borrovver and Manager agree that no sign shall be posted on the Projects in connection with the construction or rehabilitation of the
59
Improvements unless such sign identifies Citigroup and its affiliates as the source ol'the financing provided for herein or Funding l.ender consents to not being identified on any such sign.
Section 6.IN Subordinate Loan Documents. Without funding Lender's prior written consent. Borrower will not surrender, terminate, cancel, modify, change, supplement, alter, amend, waive, release, assign, transfer, pledge or hypothecate any of its rights or remedies under the Suboidinate L.oan Documents.
ARTICLE VII Ri si r\ i n
ARTICLE VTII
I.) LFAULTS
Seciion S. I IA cnh of Default. Each of ihe follow mg evenis shall constitute an ""!:. veui oi Dciumi uouci the- K. i; rowv; iou:i .V/rceme:'!;.
failure by ihe Borrower io pay anv Bonower Loan Payment m ihe manner and on the dale such payment is due in accordance with ihe lerms and provisions oi ihe Bonower Note, or ihe failure by the Bonower to pay any Additional Borrower Paymeni on ihe dale such paymeni is due in accordance wilh the lerms and provisions of ihe Borrovver Note, the Security Instrument, this Borrovver Loan Agreement or any other Borrower Loan Document;
failure by or on behalf of the Borrower to pay when due any amount (other than as provided in subsection (a) above or elsewhere in this Section S.I) required to be paid by the .Borrower under (his Borrower Loan Agreement, the Borrower Nole. the Security Instrument or any of the olher Borrower 1.0,1:1 Documents or bunding Loan Documents, including a failure to repay any amounts thai have been previously paid but are recovered, attached or enjoined pursuanl to any insolvency , receivership, liquidation or similar proceedings, which default remains uncured lor a period ol live (5) days alter Written Notice thereof shall have been given lo the Borrower:
an Event of Delault, as defined by the Borrower Nole, the Security Instrument or any other Borrovver Loan Document, occurs (or to the exlent an "'Event of Default" is not defined in any other Borrovver Loan Document, any default or breach by the Borrovver or any Guarantor of its obligations, covenants, representations or warranties under such Borrower Loan Document occurs and any applicable notice and/or cure period has expired);
any representation or warranty made by any oflhe Borrower. the Guarantor or the Manager in any Borrovver Loan Document or Funding Loan Document to which it is a party, or in any report, certificate, financial statement or olher instrument, agreement or document furnished by the Borrower, the Guaranior or the Manager in connection with any Borrower Loan Document or funding Loan Document, shall be false or misleading in any material respect as ofthe Closing Dale;
60
the Borrower shall make a general assignment for the benefit of creditors, or shall generally nol be paying its debts as they become due;
the Borrovver Controlling Entity shall make a general assignment for the benefit of creditors, shall generally nol be paying its debts as they become due. or an Act of Bankruptcy with respeci lo the Borrower Controlling Entity shall occur, unless in all cases ihe Borrower Controlling Entily is replaced with a subsiiiulc Borrower Controlling Eiruly thai sal i s lies the requirements of Section 21 ofthe Security Instrument; which, in the. ease ofa non-profit Borrower Controlling Entity, may be replaced within sixty (00) days of such event with another non profit Borrower Controlling Entity acceptable to the funding Lender, in which case no Event, of Default shall be deemed io have occurred.
any portion of Borrower Deferred Equity io be made by the Equity Investor and required for (Y) completion ofthe consiruciion or rehabilitation, as die case may be. of iiie I m pro v emeui s. (11 i ihe sail si act ion o i ; ne L oriu i ii ons 0.1 i... on vers; on oi 111;) i lie opera! i or.
ihe failure by Bonower oi any ERISA Affiliate of Bonower io comply in all respects with ERISA, or die occunence of any oiher event (vviih respeci to ihe failure of Borrower or any ERISA Affiliate io pay any amount required io be paid under ERISA or wilh respect, to the termination of. or withdrawal of Borrower or any ERISA Affiliate from, any employee benefit or welfare plan subject to ERISA) the effect of which is lo impose upon Borrower (after giving effect to the tax consequences thereof) for the payment of any amount in excess of Fifty Thousand Dollars ($50,000):
¦(f) a Bankruptcy Event shall occur with respect to the Borrower, the Manager, or the Guarantor, or there shall be a change in the assets, liabilities or financial position ol any such Rerson which has a material adverse effect upon ihe ability of such Person to perform such Person's obligations under this Borrower Loan Agreement, any other Borrower Loan Document or any Related Document, provided that any such Bankruptcy Event, vvith respect to a Guarantor shall not constitute an Event of Default: (i) if such Bankruptcy Event occurs on or after the date upon which the Guaranty terminates in accordance with its terms (orthe date upon which all ofthe Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor), or (ii) if such Bankruptcy Event occurs prior to the dale upon winch the Guaranty lerminal.es in accordance with its terms (or ihe dale upon which all oflhe Guaranties have terminated in accordance wilh their lerms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guaranior with a person or entity satisfying the Funding Lender's mortgage credit standards for principals and acceptable io the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding L-ender;
(j) all or any part of the property of Borrower is attached, levied upon or olhervvi.se seized by legal process, and such attachment, levy or seizure is not quashed, staved or released: (i) prior to completion ofthe construction or rehabilitation, as the ease may be. of the Improvements, within ten (10) clays of the date thereof or (ii.) after
61
completion ofthe construction or rehabilitation, as the case may be. ol'the Improvements, within thirty (30) days ofthe date thereof:
(If) sub|ecl to Section 10.16. Borrower fails to pay when due any monetary obligation (other than pursuant to this Borrower Loan Agreement) to am l'erson in excess of SI 00.000. and such failure continues beyond the expiration of any applicable cure or gia.ee periods., unless !3orrower is diligently contesting the validity ol such obligation in good I ail I'l by appropriate proceedings and in a manner reasonably acceptable io the bunding Lender;
(I) any maierial litigation or proceeding is commenced bcfoic any (.iovernmenlal Aulhoi ily against or ai lecting the Borrower, iiie Managei, or the (. iuai an lor. or property oflhe Borrower, the Manager, or the Guarantor, or any pari i hereof, and such litigation or proceeding is not defended diligently and in good faith by the Borrower, ihe Manager, or ihc Guaranior. as applicable, provided lhat any such mateiiai litigation or proccoome agamsi Giiaiamor shuiI noi corisilime an bvv.m ol i'ciaui; (pi ;i such maie.iiai hiigatioii is coinmenced <.a'i or anei ihe dale upon which ihc '¦. mai.u'.iv ieruuuaiCs m accoidance wudi iis terms (or ihe date upon which ai! ol ihe Guaranties have iermmaied ui accoidance wilh ilieir iernis, il more than one Guaranty was executed by such Guarantor), or (ii) if such maierial litigation or proceeding is commenced prion io ihe dale upon which the Guaranty terminates in accordance with its terms (or ihe dale upon which all of the Guaranties have terminated in accordance with their iernis. if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guaranior with a person or entity- satisfying the Funding Lender's mortgage credit standards for principals and acceptable lo the Funding Lender in'iIs sole and absolute discretion within lliirly (30) days after notice thereof from the Funding .Lender;
(m) a final judgment or decree for monetary damages in excess olS 100.000 or a monetary fine or penally in excess ol S 100.000 (not subject to appeal or as lo w hich the time for appeal has expired) that has a material adverse effeci on die ability ol the Borrower, the Manager or the Guarantor to perform iis obligations under ihe Borrower l.oan Documenis is entered against the Borrower, the Manager, or the Guarantor by any-Governmental Authority, and such judgment, decree, line or penally is not paid and discharged or stayed or bonded over (i) prior to completion of the consiruciion or rehabilitation, as the case may be, ofthe Improvements, within ten (10) days alter entry thereof or (ii) after completion ofthe construction or rehabilitation, as the case may be. ol the Improvements, within thirty (30) days after entry thereof (or such longer period as maybe permitted for payment by the terms of such judgment, line or penally ) . provided I hat anv such judgment, decree, line or penalty against the Guaranior shall not constitute an Lvent of Default: (i) if such judgment, decree, line or penalty i.s entered on or alter the date upon which the Guaranty terminates in accordance with its terms (or the dale upon which all ofthe Guaranties have terminated in accordance with their terms, if more ihan one Guaranty was executed by such Guarantor), or (ii) if such judgment, decree, line or penally is entered prior to the date upon which the Guaranty terminates in accordance with its terms (or the date upon which all ofthe Guaranties have terminated in accordance vvith their lerms. if more than one Guaranty was executed by such Guaranior) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding fender's mortgage
credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof Irom the Funding L.ender;
(n) a final, un-appealable and uninsured money judgment or judgments, in favor of any Person other than a Governmental Authority, in the aggregate sum of $ I 00.000 or more shall be rendered against the Borrower, the Manager, or the Guaranior. that has a materia! adverse elfeel on ihe ability of the Borrower, the Manager or the Guaranior to perform its obligations under the LWrowcr L.oan Documents or against any ol their respective assets, that is not paid, superseded, bonded over or stayed (i) prior to completion oflhe consiruciion or rehabilitation, as ihe case may be. of'die Improvements, within ten (i 0) days alter entry i hereof or (ii) alter completion o I The consiruciion or re ha hi! Hal ion. as ihe case may be. ofthe Improvements, within thirty (30) days after entry i hereof toi such longer period as may he permitted for payment by the lerms of such judgment): or any levy of execution, writ or war rani of' aiiaclimenl. or similar process, is enierecl or died against the Borrower, the Manager, or ihe Guarantor, or against, any of their respective assets (lhat is hke!v io have a maieiia! adverse, effect upon ihc abilnv of the Borrowei. die .Manager Oi ihe uaranior io poiloim their respective obhgaiious uuuei ma-. BsS-'owe; Loan Agreement, anv Oliver Borrower L.oan Documeni or any Related Document), and such jutiumen'. writ, warrant or process shall remain unsatisfied, unsettled, unvueuied, unhanded and unstayed (i) prior lo completion ofthe construction oi rehabilitation, as iiie case may be, of the Improvements, for a period of fen (TO) days or (ii) after completion of the construction or rehabilitation, as the case may be, of the Improvements, for a period of thirty (30) days, or in any event later than five (5) Business Days prior to ihe date of any-proposed sale thereunder, provided that any such judgment, levy, writ, warrant, attachment or similar process against the Guarantor shall not constitute an Event of Default: (i) if such judgment, levy, writ, warrant, attachment or similar process is enierecl on or after the date upon which ihe Guaranty terminates in accordance with its terms (or Ihe date upon which all ofthe Guaranties have terminated in accordance with their lerms. if more than one Guaranly was executed by such Guarantor), or (ii) if such judgmenl. levy. writ, warrant, aiiaclimenl or similar process is entered prior to live date upon which live Guaranty lermmaies in accordance with its terms (or the date upon which all oflhe Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guaranior) and the Borrower replaces such Guarantor with a person or entity satisfying the funding Lender's mortgage credit, standards for principals and acceptable lo the funding L.ender in its sole and absolute discretion within thirty (30) days alter notice thereof from the funding L.ender;
(o) the inability of Borrovver to satisfy any condition for the receipt of a Disbursement hereunder (other than an Event of Delault specifically addressed in this Section S.E) and failure to resolve the situation to the satisfaction of funding Lender for a period in excess of thirty (30) clays after Written Notice from Funding L.ender unless (ij such inability shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, fire, strikes, pandemics, epidemics and disruption of shipping ("Force Majeure Conditions"): (ii) Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection ofthe Improvements to the extent then constructed against deterioration and against other loss or damage or theft: (iii)
63
Borrower shall furnish io funding Bender satisfactory evidence thai such cessation of construction or rehabilitation will nol adversely affect or interfere with the rights ol Borrower under labor and materials contracts or subcontracts relating lo the consiruciion or operation oflhe hnprovcmcnls: and (iv) Borrovver shall furnish lo funding fender salisfaclorv evidence lhat the completion ofthe consiruciion or rehabilitation oi the Improvements can be accomplished bv Ihe Completion Dale:
(p) except for if force Majeure Conditions are continuing during Mich period, the consiruciion or rehabilitation of the Improvements is abandoned or halted prior lo compleiion for any period of thirty (30) consecutive clays:
ii.j) Borrow er shall fail io keep in force and el feel any malei :ul pei mi', license, consent or approval required under this Borrower foan Agreemenl. or anv (iovsernmcnta! Auihoiiiy wilh jurischcilon over die Mortgaged .Properry or die PiOjccis orders or requires thai consiruciion or rehablliiation oflhe Improvements be stopped, in whole or in part. or thai anv required approval, license or pernui be withdrawn oi suspended, and ihc order.
!r) failure 'w the Borrower to Subsianiinlly (Ammlcie ihe cousi: i ie; ion o; rehubiiiiailon. as the ease nia.v be. of ihe Improvemenis ui accordance w ilh ibis Borrower Loan Agreemenl on or prior to the Substantial Completion Dale:
(s) failure bv Borrovver to complete the consiruciion or rehabilitation, as ihe ease may be. oflhe Improvements in accordance vvith this Borrower Loan Agreement on or prior lo the Completion Dale:
(I) except as may be extended pursuant to the 'terms of the Consiruciion funding Agreemenl. failure bv Borrower lo satisfy the Conditions to Conversion on or before ihe Outside Conversion Dale:
(u) failure by anv Subordinate Lender lo disburse ihe proceeds ol iis Subordinate Loan in approximately such amounts and al approximately such limes lis set lorlh in the Cost Breakdown and in the Subordinate Loan Documenis,
(v) an "'f v ent of Default"7 or "Default:'7 (as defined in the applicable agreemenl ) shall occur under any of the Subordinate foan Documents, afier the expiration of all applicable notice and cure periods;
(w) Borrovver fails to obtain all grading, foundation, building and all other construction permits, licenses and authorizations from all applicable Governmental Authorities or third parlies necessary for the completion of the construction or rehabilitation, as the case may be. ofthe Improvements, and the operation of. and access to. the Projects, within 90 days alter the Closing Date;
(x) any failure bv the Borrower to perform or comply vvith any of iis obligations under this Borrower Loan Agreement (other than those specified in this Seciion (S.I ). as and when required, which continues for a period of thirty (30) days alter written notice ol such failure bv funding L.ender or the Servicer on its behalf lo the Borrower: provided.
64
however, if such failure is susceptible of cure but cannot reasonably be cured within such thirty (30) day period, and the Borrower shrill have commenced to cure such failure within such thirty (50) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (50) day period shall be extended for an additional period of tune as is reasonably necessary for the Borrower in the exercise of due diligence to cure such failure, such additional period not to exceed sixty (60) days. I low evoi. no such notice or grace period shall apply to the extent, such failure could, in the Funding Lender's judgment, absent immediate exercise bv the Funding Lender ol'a right or remedy under this Borrower l.oan Agreement, result m harm to the Funding Lender, impairment ofthe Borrower Note or this Borrower Loan Agieernent or any security given under any oilier Borrower Loan Document
Section S.2 Remedies.
8.2.I. Acceleration. Upon the. occurrence of an Lvent of Default (oilier ihan an Event of Default described in paragraph (e), (f) or (i) of Section 8.1') and al any tune and from tune io tune ihe:eaher., .-is long, es such E'.-eui .j! DeLiuh eonimucs ;o exixp m addition to an;-. od;c; rights or remedies available io ihe Governmental Fendei pursuant io ihe Boriowei L.oan .Documenis or ai law or in equity, ihe .bunding L.ender may. iakc such action, without nonce oi demand, as the Funding Lender deems advisable io protect and enforce its rights against ihe Borrovver and in and io the Projects, including declaring the Borrower Payment Obligations io be immediately due and payable (including, without limitation, ihe principal of. Prepayment Premium, if any. and inleresl on and all oilier amounts due on the Borrower Note to be immediately due and payable), without notice or demand, and apply such payment ofthe Borrower Paymeni Obligations in any manner and in any order determined by Funding Lender, in Funding Lender's sole and absolute discretion; and upon any I3venl of Default described in paragraph (e), (f) or (i) of Section 8.E the 15oiiowci Payment Obligations shall become immediately due and payable, without notice or demand, and Ihe Borrower expressly waives any such notice or demand, anything contained in any Borrower Loan Document to the contrary notwithstanding. Notwithstanding anything herein lo the contrary, enforcement of remedies hereunder and under the Funding L.oan Agreement shall be controlled by the Funding Fender.
8.2.2 Remedies Cumulative. Upon the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Funding L.ender against the Borrovver under the Borrovver Loan Documents or at law or in equity may be exercised by the Funding Lender, at any time and from time to time, whether or nol all or any ol the Borrovver Payment Obligations shall be declared due and payable, and whether or nol the Funding L.ender shall have commenced any foreclosure proceeding or olher action lor the enforcement of its rights and remedies under any of the Borrower Loan Documents .Any such actions taken by ihe Funding Fender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Funding Lender may determine in its sole discretion, to the fullest extent permitted by law. without impairing or otherwise affecting the other rights and remedies ofthe Funding Lender permitted by law. equity or contract or as set forth in the Borrower Loan Documenis. Without limiting the generality ofthe foregoing, the Borrower agrees that if an Event of Default is continuing, all Liens and other rights, remedies or privilegcs,provided to the Funding Fender shall remain in full force and effect until it has exhausted all of its remedies, the Security Instrument has been foreclosed.
ihe Projects have been sold and/or otherwise realized upon satisfaction oflhe Borrovver Paymeni Obligations or the Bonower Paymeni Obligations have been paid in full. To the exlenl permitted by applicable law. nothing contained in any Borrower Loan Document shall be construed as requiring the Funding Lender to resort to any portion of the Projects for the satisfaction of any ol the Borrower Pavmeni Obligations in preference or priority lo any other portion, and ihe Funding Lender may seek satisfaction out oflhe entire Projects or any part thereof, in its absolute discretion.
Notwithstanding any provision herein to the contrary, the Governmental Fender and the Funding Lender agree that any cure of any default made or tendered by the Equity Investor shall be deemed lo be a cure, by (he Borrower and shall be accepted or rejected on the same basis as if made or tendered by the Borrower
Delay. No deiay or omission lo exercise any remedy, right, power accruing upon an Event of Default, oi the granting of any indulgence or compromise by the Funding Lender shall impair any such re.me.dv . right or power hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised from lime to lime and as olien as may be deemed expedient -\ waiver oi one roicuiiai Uciauii oi Event o! Dcmim shall noi he consiiueci io he a waiver of anv subsequent Potential Default oi Eveni oi Delault oi to impau any lemedy. nghi or Power consequent iheicoo Nniw uhsiuiiomg anv oihei provision oi ilus Borrower Foan Agreement, iiie Funding Lender reserves the right io seek a deficiency judgment or preserve a deficiency claim, m connection with the foreclosure of the Security Instrument io the. extent necessary lo foreclose on the Projects, the Rents, the funds or any oilier collateral.
Set Off; Waiver of" Set Off. Upon the occurrence of an Event of Default, Funding Fender may. at any time and from lime to lime, without notice io Bonower or any other Person (any such notice being expressly waived), sel off and appropriate and apply (against and on account of any obligations and liabilities of Borrovver lo Funding Lender arising under or connected with this Borrovver Loan Agreement and the other Borrovver Loan Documenis and the Funding Foan Documenis. irrespective of whether or nol Funding Fender shall have made any demand therefor, and although such obligations and liabilities may be contingent or unmatured), and Borrower grains to Funding Lender, as security for the Borrovver Payment Obligations, a security interest in, any and all deposits (general or special, including but nol limited to Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Debt at any time held or owing by Funding Lender lo or for ihe credit or the account oI" Borrower.
Assumption of Obligations. In ihe event thai the Funding Lender or its assignee or designee shall become the legal or beneficial owner ofthe Projects by foreclosure or deed in lieu of foreclosure, such parly shall succeed lo the rights and the obligations of the Borrower under this Borrower Loan Agreemenl. the Borrovver Note, the Regulatory Agreement, and any other Borrovver Loan Documents and Funding Loan Documents to which the Borrower is a parly. Such assumption shall be effective from and after the effective date of such acquisition and shall be made wilh the benelit ofthe limitations of liability set forth therein and wilhoul any liability for the prior aels ofthe Borrower.
Accounts Receivable. Upon the occurrence of an Event of Delault. Funding Lender shall have the right, to the extent permitted by law. lo impound and take possession
66
ol books, records, notes and olher documents evidencing Borrower's accounts, accounts receivable and other claims lor payment of money, arising in connection with the Projects, and lo make direct collections on such accounts, accounts receivable and claims for the benefit of Funding Lender.
Defaults under Oilier Documents, f unding Lender shall have the right to cure any default underany ofthe Related Documents and the Subordinate l.oan Documenis, but shall have no obligation to do so
Abatement of Disbursements. Notwithstanding any provision to the contrary herein or anv ofthe other Borrovver Loan Documents or the funding Loan Documents, funding i .coder's obligation to make further Disbursements shall abate (i) during ihe continuance of any Potential Default, (ii) alter any disclosure to funding Lender of any fact or circumstance thai, absent such disclosure, would cause any representation or warranty of Borrower lo lail lo be true and correct in all maierial respects, unless and unii! funding Lender elccls lo permit luriher Disbursements noi withstanding such event or circumstance: and (iu) upon the occurrence ol any f veni of Default.
Completion of Improvements. Upon the occ.ni rence oi any fveni ol Delauli. funding f.enciei shall have the right io cause an independent coniracior selected by funding L.endei lo enter into possession oflhe Projects and io perform any and all work and labor necessary for the completion of ihe 'Projects substantially in accordance with the Plans and Specifications, if any, and to perform Borrower's obligations under this Borrower Loan Agreement. All sums expended by funding Lender for such purposes shall be deemed lo have been disbursed to and borrowed by Borrower and shall be secured by the Security Documents.
Right to Directly Enforce. Notwithstanding any oilier provision hereof to the contrary, the funding l.ender shall have ihe right ro directly enforce all rights and remedies hereunder wilh or wilhoul involvement of the Governmental Lender, provided that only the Governmenlai l.ender may enforce ihe Unassigned Rights and funding Lender shall not impair Governmental Lender's enforcement of Unassigned Rights. In the event that any ol'the provisions set forth in this Section 8.2.10 are inconsistent vvith the covenants, terms and conditions oflhe Security Instrument, the covenants, lerms and conditions ofthe Security Instrument shall prevail.
Power of Attorney. Effective upon the occurrence of an Event of Default, and continuing until and unless such Event of Default is cured or waived. Borrower constitutes and appoints funding Lender, or an independent conlractor selected by Funding Lender, as its Irue and lawful attorney-in-fact with full power ol substitution, for the purposes of completion ofthe Projects and performance of Borrower's obligations under (his Borrower Loan Agreement in the name of Borrower, and empowers said attorney-in-fact to do any or all ol'the following upon the occurrence and continuation of an Event of Default (it being understood and agreed that said power of attorney shall be deemed to be a power coupled with an interest which cannot, be revoked until lull payment and performance of all obligations under this Borrovver Loan Agreement and the other Borrovver Loan Documenis and the Funding Loan Documents):
(a) to use any ofthe funds of Borrower or Manager, including any balance of the Borrower Loan, as applicable, and any funds which may be held by Funding Lender for Borrovver (including all funds in all deposit accounts in which Borrower has granted to
67
Funding Lender a security interest). For the purpose of effecting completion of the construction or rehabilitation, as the ease may be. of the Improvements., in the manner called for by the Flans and Specifications:
lo make such additions, changes and corrections in the Flans and Specifications as shall be necessary or desirable to complete the Projects in substantially the manner contemplated by the Plans and Specifications:
to employ any contractors, subcontractors, agents, architects and inspectors required for said purposes:
to employ attorneys to defend against attempts to interfere vvith the exercise of power granted by this Borrower Loan Agreement;
fe) to pay, settle or compromise ail existing bills and claims which are or maybe liens against the Protects or the Improvements, or may be necessary or desirable for the
oi clearance ol objections to en oucumh; auce., on Pile.
(I) io execute all applications ant! certificates m the name of Borrower, which may be required by any other construction contract;
(g) lo prosecute and defend all actions or proceedings in connection wilh ihe Projects and to take such action, require such performance and do any and every olher act as is deemed necessary with respect to the completion oflhe consiruciion or rehabilitation, as the case may be. ofthe Improvements, which Borrower might do on its own behalf;
(If) lo lei new or additional contracts to the. extent not prohibited by their existing contracts;
(i) 10 employ watchmen and erect securily fences to protect the Projects from injury; and
(j) to take such action and require such performance as il deems necessary under any oflhe bonds or insurance policies lo be furnished hereunder, to make settlements and compromises with the sureties or insurers thereunder, and in connection therewith to execute instruments of release and satisfaction.
ll is the intention ofthe parties hereto lhat upon the occurrence and continuance of an Event of Default, rights and remedies may be pursued pursuant to the terms of the Borrower Loan Documents and the Funding Loan Documenis. The parties hereto acknowledge thai, among ihe possible outcomes to ihe pursuit of such remedies, i.s ihe situation where the Funding Lender assignees or designees become the owner ofthe Projects and assume the obligations identified above, and the Borrower Note, the Borrower Loan and the other Borrower Loan Documents and Funding Loan Documents remain outstanding.
6S
ARTICLE IX
Special Provisions
.Section 9.1 Sale of Note and Secondary Market Transaction.
9.1.1 Cooperation. Subject to I he restrictions oi Sect ion 2.4 oi The bunding Loan Agreement; al. the Funding Lender's or ihe Servicer's request (to the exlent not already required lo he provided by the Borrower under this Bonower Iruin Agreement), ihe Borrower shall use reasonable e IT oris lo satisfy die market standards to which ihe Funding Lender oi the Servicer customarily adheres or which may be reasonably required in ihe marketplace or by ihe bunding L.ender or the Servicer m connection with one or more sales or assignments of all or a poriion of ihe (iovernmenlal l.endei Nole and ihe Funding L.oan or participations iheicin or securitizations of single or multi-class seen rides (ihe "Securities") secured by or evidencing ownership inleresls in all or a portion oflhe Governmenlai Fender Note and the Funding L.oan (each such salts assignment and/or securitization, a "Secondary Market Transaction"); provided that neiiher the Bonow-er nor tLie Governmenlai L ender shall incur an\ ihircl parly or oilier oui-of-pockei cosis and
iive clei; vei v of any Provided I u iormai ion or any opinion requi i eel m connect ion i here w nig and all such costs shall be paid bv die Funding Lcndei or the Setviccr, and shall not materially modify Borrower's rights or obligations Wilhoul limiting iiie generality of ihe ioiegomg. ihc Borrower shall, so long as the Bonower Foan. is siill outstanding:
(i) provide such financial and olher information wilh respect to the Borrower L.oan. and with respect lo the Projects, the Borrower, the Property Manager, the contractor of the Projects or the Borrovver Controlling Entily, (ii) provide financial statements, audited, if available, relating to die Projects with customary disclaimers for any forward looking statements or lack of audit, and (iii). al the expense ol'the Funding Fender or the Servicer, perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys, market studies, environnienlal reviews and re peris (Phase Fs and. if appropriate. Phase Il's). engineering reports and olher due diligence investigations oflhe Projects, as may be reasonably requested from (ime to time by the Funding Lender or the Servicer or the Rating Agencies or as may be necessary or appropriate in connection with a Secondary Market Transaction or Exchange Act requirements (the items provided to the Funding Lender or the Servicer pursuant to this paragraph (a) being called the "Provided Information"), together, if customary, vvith appropriate verification of and/or consents (including, wilhoul limitation; auditor consents) to include or incorporate by reference the Provided Information in an offering document or otherwise provide the Provided Information to investors and potential investors or opinions of counsel of independent attorneys acceptable to the Funding Lender or the Servicer and the Rating Agencies;
make such representations and warranties as of the closing date of any Secondary Market Transaction with respect lo the Projects; the Borrower; the Borrower L.oan Documents and the Funding Loan Documents reasonably acceptable to the Funding Fender or the Servicer, consistent vvith the facts covered by such representations and warranties as they exist on the dale thereol: and
69
(c) execute such amendments lo the Borrower l.oan Documents and the Funding Loan Documents lo accommodate such Secondary N-larket Transaction so lone as such amendment does nol affecl the material economic lerms of the Borrower Loan Documents and ihe Bunding Loan Documents and is not otherwise adverse to the Borrower m its reasonable discretion.
*>. 1.2 li.se otTnlormation. The Borrovver urulersiands dial certain oflhe Provided Information and the required records may be included in disclosure documents in connection wilh a Sccondarv Market Transaction, including a prospectus or private placemenl memorandum (each, a "Secondary Market Disclosure Document"), or provided or made available to investors or prospective investors iu ihe Securities, the Rating Agencies and service providers or other parlies relating to die Secondare Market Transaction. In the event thai (he Sccondarv Market Disclosure Document is required to be revised, the Borrovver shall cooperate. sub|Ccl to Section 9 I. 1(c), with ihe Funding Fendci and iiie Servicer in updating ihe Provided in formal ion or required records for inclusion or summary in die Sccondarv Market Disclosure Document or lor oilier use reasonably
;.'e! V: i; ii ilo i:'.o;: i iwei uno me i'lojcci-: : leccSS. i; Y io neco iiie Ncco no;-: i v i'vi.u'k. ; i.u -eiosuie L'ocunieni aCeuraie and complete m all maieiia! icspecis Vviiii respeci lo such mallCis iiie f_> i rowei com.cup. io any unci all such disclosures id' such info: mail on
.9.1.3 Borrower Obligations- Regarding Secondary Market Disclosure Document's. In connection vvith a Secondary Market Disclosure Document, the Borrower shall provide, or in the case ofa Borrower-engaged third parly such as the Properly Manager, cause it lo provide, information reasonably requested by the Funding l.ender pertaining to the Borrower, ihe Projects or such third parly (and portions of any other sections reasonably requested by the Funding Fender pertaining to the Borrower, the Projects or the third party ). T he Borrower shall, if requested bv the Funding Lender and the Servicer, certify in writing that ihe Borrower has carefully examined those portions of such Secondary Market Disclosure Document, pertaining to the Borrower, the Proiecls or the Properly Manager, and such portions (and portions of anv olher sections reasonably requested and pertaining to the Borrower, the Projecis or die Properly Manager) do nol contain any untrue statement ofa maierial fact or omit io suite a material lact necessary in order lo make the statements made, in the light ofthe circumstances under which they were made, not misleading: provided that the Borrower shall not lie required to make any representations or warranties regarding any Provided Information obtained from a third party except wilh respect lo information it provided to such parlies. Furthermore, the Borrovver indemnities die Funding Fender, the Governmental Lender and the Serv icer for any Liabilities lo which anv such parlies may become subject to the extent such Liabilities arise out of or are based upon the use oflhe Provided Information in a Secondary Market Disclosure Document: provided that the Borrower shall nol provide any indemnification regarding any Provided Information obtained from unrelated Ihircl parties except with respect to information it prov ided to such parties.
9.1.4 Borrower Indemnity Regarding Filings. In connection vvilli filings under the Exchange Act or the Securities Act. the Borrower shall (i) indemnify Funding Fender, the Governmenlai Fender and the underwriter group for any securities (the "Underwriter Group") and all officials, employees and agents of any oflhem for any Liabilities to which Funding Lender, (.iovernmenlal Lender, the Servicer or the Underwriter (Troup may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to stale in the Provided
70
Information ofa material fact required to be staled in the Provided Information in order lo make the statements in the Provided Information, in the light oflhe circumstances under which they were made not misleading and (ii) reimburse the funding L.ender. Governmental Lender, the Servicer, the Underwriter Group and olher indemnified parties listed above for any legal or olher expenses reasonably incurred by the funding Lender. Governmenlai Lender, ihe Servicer or the Underwriter Group m connection with defending or investigating such Liabilities, provided that ihe Borrower shall nol provide any indemnification regarding any Provided Information obtained from unrelated third parlies except with respect to information it provided to such parties.
Indemnification Procedure. Promptly after receipt by an indemnified party under Seclions 9.1.3 and 9.1A of notice oi' (he commencement of any action for which a claim for indemnification is io be made against the .Borrower, such indemnified party shall notify Iiie Borrovver in writing ol such commencement, but the omission io so notify the Borrowei will not relieve ihe Borrower from any liability tha! ii may have to any indemnified parlv hereunder exeepi to the extent thai failure to notify causes prejudice to ihe Borrow-er. In the event ihai. any act ion i.-. hroughi aes-imsi any- indemru fieri pai ty. and ii noii fies die Bon ower of iiie commencement
liierem and. ;o ihc extent thai ii (or they) may eleci by VVniicii Nonce echvercd iu iiie mdemubiec: parly prornpily a tier receiving ihe aforesaid nonce ol commencement, to assume die defense (hereof with counsel selected by ihe Borrower and reasonably saiisfaciory io such indemnified party in us sole discretion. After noiice from ihe .Borrower to such indemnified party under tins Section 9.1.5, the Borrower shall nol be responsible for any legal or other expenses subsequently incurred by such indemnified parly in connection with the defense thereof olher than reasonable cosis of investigation. No indemnified parly shall settle or compromise any claim for which the Borrower may be liable hereunder without the prior Written Consent oflhe l3orrower.
Contribution. In order lo provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Seciion 9 1.4 is for any reason held lo be unenforceable by an indemnified parly in respeci of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Seciion 9.1.4. the Borrower shall contribute to the amouni paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Seciion 10(f) oflhe Securities Act) shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, ihe following factors shall be considered: (i) (he indemnified parties and the Borrower's relative knowledge and access to information concerning the matter with respeci to which ihe claim was asserted: (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. The parties to (his Borrower l.oan Agreement agree lhat it may nol be equitable if the amount of such contribution were determined by pro rata or per capita allocation.
ARTICLE X Miscellaneous
Section 10.1 Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Borrower L.oan Document or funding Loan Document (a ""notice")
71
shall be deemed to be given and made when delivered by hand, by recognized overnight delivery service, confirmed facsimile transmission (provided any telecopy or other electronic transmission received by any parly after 4:00 p.m., local time, as evidenced by the time shown on such transmission, shall be deemed to have been received the following Business Day), or live (5) calendar dav.s after deposited in the United States mail, registered or certified, postage prepaid, with return receipt requested, addiesscd as follows.
II io the Borrower and Developer: e/o Slaleway Associates 5B l.I.C
10 West 35,h Street 10,h Floor
Chicago, Illinois 600 I 6 Attention: James F Miller
Willi a copy to ' Appiegate 425 South financial PI ; Suite 1900 F'hicngo. FlinoN 60605
A 1 wi'li to;; j\i iC.oic . .iu;. ie-oi '•
wii.ii a copy io Wincopm Cu'de FL.L.P
c-'o Enterprise Community Asset Managemeni. Inc
70 Corporate Center
1 1000 Broken Land Parkway, Suite 700
Columbia, Mary land 21044
Attention: Asset Management
and: Email: sshack@enterpriseconimunily.coin
Attention: General Counsel
If to ihe Governmenlai Fender: City of Chicago
Department of Planning and Development 121 North LaSalle Street, 10th Floor Chicago, Illinois 60602 Attention: Commissioner. Department of Planning and Development Telephone: (312) 744-4190 Facsimile: (312) 742-2271
wilh a copy to. Cily of Chicago
Office ofthe Corporation Counsel 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
Attention: Finance and Economic Development Division
Telephone: (312) 744-0200 Facsimile: (312) 742-0277 (refer to "Finance & Econ. Development Division" on cover sheet)
City of Chicago
Department oi" Planning and Development 121 North LaSalle Street, lOlh Floor Chicago, Illinois 60602 Attention: Commissioner, Department ol Planning and Development Telephone: (312) 744-4190 Facsimile. (312) 742-2271
City of Chicago
Office ofthe. Corporation Counsel 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
Aiienlion' Finance and Economic Development
Division THcphone: (5 ! 2 ) 744-02OO i aesim:Ie: (5 i 2) /-:: 2-02 / / (reier io "''Finance cv Lie on Deveioprneni Division' on cover sheet)
City of Chicago Office of the City Comptroller 121 "North LaSalle Street Chicago, Illinois 60602 Attention: City Comptroller Telephone: (312) 744-7106 Facsimile: (312) 742-6544
Citibank. N.A.
388 Greenwich Street, Trading 6th Floor
New York, New York 10013
Attention: Transaction Management Group
Re: Casa Veracruz Chicago Projects
Deal ID No.: 60000924
Facsimile: (212) 723-8209
Citibank, N.A.
325 East Hillcrest Drive, Suile 160
'Fhousand Oaks, California 91360
Attention: Operations Manager/Asset .Manager
Re: Casa Veracruz Chicago Projects
Deal ID No.: 60000924
Facsimile: (805) 557-0924
73
Citibank. N.A.
Following ihe Conversion Dale With a copy lo
388 Greenwich Street. Trading 6th Floor New York. New York 10013 Attention: Account Specialist Re: Casa Veracruz Chicago Projects Deal ID No.: 6000002-1 Facsimile: (212) 723-8209
Citibank, N.A.
and a copy ol any noiicc-- ol delault seni io:
c/o Berkaclia Commercial Servicing Department 323 Norristown Road. Suite 300 Ambler, Pennsylvania 19002 Attention: Client Relations Manager Re: Casa Veracruz Chicago Projects Deal ID No : 60000924
Citibank, N A
388 Greenwich Street, I7'h Flooi New York, New York 10013 Attention: General Counsel's OlTice Re: Casa Veracruz Chicago Projects Deal ID No.: 60000924 Facsimile: (646) 291-5754
Any party may change such party N address for the notice or demands required under this Borrower Foan Agreement bv providing written notice of such change of address to Ihe other parties as provided herein.
Section 10.2 Brokers and Financial Advisors. The Borrower represents that il has dealt with no financial advisors, brokers, underwriters; placement agents, agents or finders in connection with the Borrower Foan, olher than those disclosed lo ihe Funding Lender and whose fees shall be paid by the Borrower pursuant to separate agreements. The Borrower and the Funding Lender shall indemnify and hold the other harmless from and against any and all claims, liabilities, costs and expenses of anv kind in any wav relating to or arising from a claim by any Person that such Person acted on behalf of the indemnifying party in connection vvith the transactions contemplated herein. The provisions oflhis Section 10.2 shall survive the expiration and termination ol this Borrower I., oan Agreement and the repayment ofthe Borrovver Payment Obligations.
Section 10.3 Survival. This Borrower Loan Agreemenl and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive ihe making by ihc Governmental Lender of the Borrower Loan and the execution and delivery to the Governmental l.ender ofthe Borrower Note and the assignment ofthe Borrower Note to the Funding Lender, and shall continue in full force and effect so long as all or any ofthe Borrower Payment Obligations is unpaid. All the Borrower's covenants and agreements in this
74
Borrovver Loan Agreement shall inure to the benefit of the respective legal representatives, successors and assigns oflhe (iovernmenlal Lender, the funding Lender and the Servicer.
Section 10.4 Preferences Ihe Governmenlai fender shall have the continuing and exclusive right to apply or reverse and reapplv any and all payments by the Borrower lo any portion of the Borrower Pavmcnl Obligations To the extent the Borrower makes a payment lo the Governmental Lender or the Servicer, or the Governmenlai Lender or the Servicer receives proceeds of anv collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, sel aside or required lo be repaid lo a trustee, receiver or any other party under any bankruptcy law. slate or federal law. common law or equitable cause, then, to the. extent of such, payment or proceeds received, ihe Borrower Payment Obligations or part thereof intended to be satisfied shall be icvived and continue in lull force and ellect. as il such payment or proceeds had nol been received by die Governmenlai fender or the Servicer.
Section id.5 Waiver of Notice. The Borrower shall nol be entitled io any notices of any
W'hicii inis Boirowei Loan Am eemeui oi anv oihoi ooruevcr L.oan iJOcameui -pec; I seal i v a;i;' expresslv piovicies tor die giving ol nonce bv the funding Lender or die Service;, as die case may be, io she Boi rower and eseeoi w;:h respeci lo mailers for which, the Borowver is noi. puisiiani lo applicable Legal Requirements, permitted io waive the giving of notice. T he Borrower expressly waives the right io receive anv noiice from the funding Lender or the Servicer, as ihe case may be, with respeci io any matter for which no Borrower Loan .Document specifically and expressly provides for the giving of noiice by the funding Lender or the Servicer lo the Borrovver.
Section 10.6 Offsets, Counterclaims ami Defenses. The Borrower waives the right to assert a counterclaim, oilier than a compulsory counterclaim, in any action or proceeding brought against il by the funding Lender or ihe Servicer with respeci to a Borrower Loan Payment. Any assignee of funding Lender's interest m and to the Borrower Loan Documents or the funding Loan Documenis shall lake the same free and clear of all offsets, counterclaims or defenses that are unrelated to the Borrower Loan Documents or the funding Loan Documents which ihe Borrovver may otherwise have against Liny assignor of such documents, and no such unrelated offset, counterclaim or defense siiaii be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents, and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is expressly waived by the Borrower.
Section 10.7 Publicity. The funding Lender and the Servicer (and any Affiliates of either parly) shall have the right to issue press releases, advertisements and olher promotional materials describing ihe funding Lenders or the Servicer's participation in the making oflhe Borrower Loan or the Borrovver Loan's inclusion in any Secondary Market Transaction effectuated by the funding f.ender or the Servicer or one of its or their Affiliates. All news releases, publicity or advertising by the Borrower or Borrower Affiliates through any media intended lo reach the general public, which refers lo the Borrovver foan Documenis or the funding foan Documents, the Borrower foan, ihe funding fender or the Servicer in a Secondary Market Transaction, shall be subject to the prior Written Consent ofthe funding L.ender or the Servicer, as applicable.
Section I O.N Construction of Documents. The parties hereto acknowledge that they were represented by counsel in connection with the negotiation and drafting oflhe Borrower L.oan Documents and the funding Loan Documenis and that the Borrower Loan Documents and the funding L.oan Documenis shall not be subject to the principle of construing their meaning against the party that drafted them.
Section 1(1.9 No 'Third Party Beneficiaries, flic Borrower Loan Documents and die funding L.oan Documents are solely lor ihe bcneiit of die (iovernmenlal L.ender, the funding Lender, the Servicer and the Borrower and. with respeci lo Sections 9.1.3 and 9.1.4. the Underwriter Group, and nothing contained in any Borrower L,oan Document shall be deemed to confer upon anvone olher than the Governmental Lender, ihe Funding L.ender. the Servicer, and die Borrower any right io insist upon or io enloice ihe performance or observance of any oi ihe obligations conlained therein
Section 10.10 Assignment The Borrower Loan, ihe Securiiy Insirumeni. the Borrower Ioan Documents and ihe funding Loan Documents and ail funding Lender's rights, title.
discretion, whcPvei by operation .a law (pursuant iO a merger or other successor m mieresi! o: oiheiwusc Upon such assignment, all iclerences to funding Lender in ibis Borrower Loan Agreement and m anv Boi rower L.oan Document shall be deemed to refer to such assignee or successor m inleresl and such assignee, or successor in imercsi shall thereafter stand in ihe place of the bunding Lender Borrower shall accord full recognition to any such assignment, and all rights and remedies of Funding Lender in connection with the interest so assigned shall be as fully enforceable by such assignee as (hey were by Funding Lender before such assignment. In connection wilh any proposed assignment. Funding Lender may disclose to the proposed assignee any information lhat Borrower has delivered, or caused lo be delivered, lo funding L.ender vvith reference lo the Borrower, ihe Manager, die Guaranior or any Bon owe; Affiliate, or the Proiecls, including information thai Borrower is required to deliver lo funding fender pursuant lo this Borrower foan Agreement, provided dial such proposed assignee agrees to treat such information as confidential. The Borrower may not assign its rights, interests or obligations under this Borrower Foan Agreement or under any oflhe Borrovver Loan Documents or Funding Foan Documenis, or Borrowers interest in any moneys to be disbursed or advanced hereunder, except only as may be expressly permitted by this Borrower L.oan .Agreement.
Section 10.11 [ Intentionally Omitted].
Section 10.12 Governmental Tender, Funding Lender and Servicer Not in Control; No Partnership. None oflhe covenants or cither provisions conlained in this Borrower Loan Agreemenl shall, or shall be deemed to, give the Governmental I...encler, the Funding Lender or the Servicer the right or power to exercise control over the affairs or management ofthe Borrower, the power of the Governmental Lender, the Funding Fender and the Servicer being limited to the rights to exercise the remedies referred lo in the Borrovver L.oan Documents and the Funding Loan Documents. The relationship between the Borrovver and the Governmental Lender, the funding Lender and the Servicer is. and al all limes shall remain, solely that of debtor and creditor. No covenant or provision ofthe Borrovver Loan Documents or the funding Loan Documenis is intended, nor shall it be deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between the Borrower and the Governmental Lender, the
70
Funding Lender or die Servicer or to create an equity interest in the Projects in the Governmental Lender, the Funding Lender or the Servicer. Neither the Governmental L.ender. the Funding L.ender nor the Servicer undertakes or assumes any responsibility or duty to the Borrower or lo any other person wilh respect to the Projects or the Borrower L.oan. except as expressly provided in the Borrower Loan Documents or the Funding Foan Documents: and notwithstanding any other provision ol the Borrower L.oan Documents and the Funding L.oan Documenis: (1) the Governmental Fender, the Funding L.endei and the Servicer are not. and shall not be construed as. a partner, joint venturer, alter ego. manager, controlling poison or other business associate or participant of anv kind of the Borrower or its stockholders, members, or partners and the Governmental Lender, the Funding Fender and. the Servicer do not intend to ever assume such status, (2) the Governmenlai l.ender, the Funding Lender and the Servicer shall in no event be liable tor anv the Bonower Payment Uohgalioris. expenses or losses incurred or sustained bv die Borrower; and (3) ihe Governmenlai L.ender. the. Funding L.ender and the Servicer shall not be deemed responsible foi oi a participant in any acts, omissions or decisions oflhe Borrovver. the Borrower Controlling Lntnies oi its stockholders, members, or partners Ihe Governmental L.ender. ihe i undlue F.coder. :ho Servicer end the Bonovver dise'aim anv- inie;hion to create anv
Goveninieuiai Fender, ihe bunding L.ender. the Seivicer and ihe. LJorrower. or io eieaie an equuy inicrcM m the PiojecN m the Funding Fender rn ;he Sei v;cei. or any sharing of habihoes. losses, costs or expenses.
Section 10.13 lie.lea.se . iiie Borrower acknowledges lhat il is executing this Borrower Loan Agreement and each ofthe Borrower Loan Documents and the .Funding l.oan Documents to which it is a parly as its own voluntary act free from duress and undue influence.
Section 10.14 Term of Borrower Loan Agreement This Borrower loan Agreement shall be in lull force and effect until all payment obligations ofthe Borrowei hereunder have been paid m full and the Borrovver L.oan and (he Funding Loan have been retired or the paymeni thereof has been provided for. except thai on and alter paymeni m full of ihe l3orrower Nole. this Borrower L.oan Agreement shall be terminated, without further action by the. parlies to this Borrower Loan Agreemenl; provided, however, that the obligations of the Borrower under Sections 5.11 (Governmental Lender's Lees), 5.14 (Expenses), 5.15 (Indemnity), 9.1.3, 9.1.4, 9.1.5, 9.1.6 and 10.15 (Reimbursement of Expenses) hereof, as well as under Seciion 5.7 ofthe Construction Funding Agreemenl. shall survive the termination of this Borrower Loan Agreement.
Section 10.15 Reimbursement of Expenses. 11, upon or alter the occurrence of any I-{.vent of Default or Potential Default, the Governmental Fender, the Funding Lender or the Servicer shall employ attorneys or incur oilier expenses for li/ie enforcement of performance or observance of any obligation or agreement on the part oflhe Borrower conlained herein, the Borrovver will on demand therefor reimburse the Governmental Lender, the Funding Lender and the Servicer for fees of such attorneys and such other expenses so incurred.
The Borrower's obligation to pay the amounts required to be paid under this Section 10.15 shall be subordinate to its obligations to make, payments under the Borrovver Nole.
Section 10.16 Permitted Contests. Notwithstanding anything to the contrary contained in this Borrovver L.oan Agreement. Borrower shall have the right to contest or object in good faith
77
to any claim, demand, levy or assessment (other than in respect of Debt or Contractual Obligations of Borrower under any Borrower l.oan Document or Related Document) by appropriate legal proceedings lhat Lire nol prejudicial lo funding fender's rights, but this shall not be deemed or construed as in any way relieving, modifying or providing any extension of time with respect to Borrower's covenant lo pay and comply with any such claim, demand, levy or assessment, unless Borrower shall have given prior Written Notice to the Governmental Lender and the bunding fender of Borrower's intent to so coniest 01 ob]CCi thereto, and unless (i) Borrower has. m the Governmental Lender's and the funding fender's judgment, a reasonable basis for such contesl. (ii) Borrower p;ivs when due any portion of ihc chum, demand, levy or assessment to which Borrower does noi object, (iii) Borrovver demonstrates to funding Lender's satisfaction that such legal proceedings shall conclusively operate to prevent enforcement, prior to final determination of such proceedings, (iv) Borrower furnishes such Lionel, surety, undertaking 01 other security m connection therewith as required by kiw. or lis lequesled by and satisfactory io funding Lender, io stay such proceeding, which bond, surely, undeitaking or oilier security shall be issued by a bonding company, insurer or surety company reasonably satisfactory lo funding Lender and shall
Co; ii nan v ii: i c i i! o v od as a lien agai iisi die I 'n 11 eels, (v ) Bo: njwci ai ail i imes prosecutes die r oi ii es; we h due d: I igeuce. and i. \ :) I.lor row or pays, prom pi ly I oi lowing a deiei mmai :on ol ihe mo urn oi such claim, demand, lew 01 assessment clue: and owing by Borrower, the ;miouni so determined io be clue and owing by Borrower. In ihe event ihai. L'or rower does noi make, promptly following a determination of the amount of such claim, demand. levy or assessment due and owing by Borrower, any paymeni required to be made pursuant io clause (vi) of the preceding sentence, an Lvent of Default shall have occurred, Lind funding Lender may draw or realize upon any bond or other security delivered to funding L.ender in connection with the contest by Borrower, in order lo make such payment.
Section 10.17 funding l_.ender Approval of Instruments and Parties. All proceedings taken in accordance with iransaelions provided for herein, and all surveys, appraisals and documenis required or contemplated by this .Borrower L.oan Agreement and the persons responsible for Ihe execution and preparation thereof, shall be satisfactory to and subject to approval by funding L.ender. funding Lender's approval of any mailer m connection with ihe Proiects shall be for the sole purpose of protecting the security and rights of funding lender. No such approval shall result in a waiver of any default of Borrower. In no event shall funding Lender's approval be a representation of any kind wilh regard to the matter being approved.
Section 10.18 Funding Lender Determination of Facts, funding fender shall at all times be free to establish independently, to its reasonable satisfaction, ihe existence or nonexistence of any fact or facts, the existence or nonexistence ol which is a condition ol this Bonower L.oan Agreement.
Section 10.19 Calendar Months. With respect to any payment or obligation lhat is due or required to be performed within a specified number of Calendar Months alter a specified dale, such payment or obligation shall become due on the day in the last of such specified number of Calendar Months lhat corresponds numerically lo Ihe date so specified; provided, however, that with respeci to any obligation as to which such specified date is Ihe 29th. 30th or 31st clay of any Calendar Month: if the Calendar Month in which such payment or obligation would otherwise
78
become due does noi have a numerically corresponding dale, such obligation shall become due on the first day ofthe next succeeding Calendar Month.
Section 10.20 Determinations by Lender. Except to the extent expressly set forth in this Borrower Bonn .Agreement to the contrary, in any instance where the consent or approval oflhe Cioveruincnial Bender and the Bunding L.ender may be given or is required, or where anv determination, judgment or decision i.s to be rendered by the Governmental Bender and the Bunding L.ender under this Borrower L.oan Agreement, the granting, withholding or denial of such consent or approval and the rendering ol such determination, judgment or decision shall be made or exercised by the (.iovernmenlal Lender and the Bunding L.ender. as applicable (or its designated representative) ai its sole and exclusive option and in its sole and absolute discretion.
Section 10.2.1 Governing Law. This Borrower Loan Agreement shall be governed by and enforced in accordance with ihe laws of the Stale, wilhoul giving, effecl lo the: choice of law ps indoles ol the Slate thai would ieqiure ihe application of the laws ofa uinsdiclion olher ihun ihe Si.no
Sec'ion I 0.22 Consent l<> -Iu risdic.i ion and Veiioc. Borrower agrees ihat any- con;roversv arising under or m reiaiioa to iins Borrower L.oan Agreement shall be litigated exclusively in ihe Stale I he siaie. and ledeia! courts and authorities with gii ischcoon m the Slate shall have exclusive jurisdiction over all controversies which shall arise under or m relation to this Borrower L.oan Agreemenl. Borrower irrevocably consents lo service, jurisdiclion. and venue of such courts for anv such litigation and waives any other venue lo which il mighi be entitled by virtue of domicile, habitual residence or otherwise. However, nothing herein is inlendcd to limit Beneficiary Parties' right to bring any suit, action or proceeding relating to mailers arising under this !Sorrower l.oan Agreemenl against Borrower or any of Borrower's assets in any court of any olher jurisdiclion.
Section 10.23 Successors and Assigns. This I3orrower Loan Agreemenl shall be binding upon and shall mure to the benefit of the parties heieio and their respective hens, legal representatives, successors, successors-in-inleresl and assigns, as appropriate. The terms used to designate anv ol the parties herein shall be deemed to include the heirs, legal representatives, successors, successors-in-inleresl and assigns, as appropriate, of such parties. References lo a "person" or '"persons" shall be deemed to include individuals and entities.
Section 10.24 Severability. The invalidity, illegality or unenforceability of any provision of this Borrower Loan Agreement shall not affect the validity, legality or enforceability of any oilier provision, and all olher provisions shall remain in full force and effect.
Section 10.25 Entire Agreement; Amendment and Waiver. This Borrower Loan Agreement contains the complete and entire understanding oflhe parties wilh respeci to the mailers covered, t his Borrovver foan Agreemenl may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, except by a written inslrument signed by the party against whom enforcement oflhe waiver, amendment, change, or modification is sought, and then only to the exlent sel forth in that instrument. No specific waiver of any ofthe terms of this Borrower L.oan Agreemenl shall be considered as a general waiver. Without limiting the generality oflhe foregoing, no Disbursement shall constitute a waiverof anv conditions lo the Governmental Lender's or the Bunding Bender's obligation to make further Disbursements nor. in the event
79
Borrower is unable lo satisfy any such conditions, shall any such waiver have the effect of precluding the (.iovernmenlal L.ender or the funding fender from thereafler declaring such inability to constitute a Potential Default or Invent of Default under this Borrower L.oan Agreemenl.
Section 10.26 Counterparts. This Borrower Loan Agreement may be executed in multiple counterparts, each of which shall constitute an original document and all of which together shall constitute one agreement.
Section 10.27 Captions I he captions oflhe sections of ibis Borrower L.oan Agreement are lor convenience only and shall be disregarded in construing this Borrower L.oan Agreement.
Section 10.28 Servicer Bonower acknowledges and agrees thai, pursuant to the terms of Section 39 of the Secunty instrument: (a) from time to time, the Governmenlai l.ender or the funding bender may appoint a servicer lo collect payments, escrows and deposits., to give and to leoeive notices under ihe Borrower Note, ibis Borrower Loan Am cement or the olher Borrower Loan Documents., and 10 oihcrwise service ihc Borrower Loan and (b) unless Bonower icceives A ii i; eo. N' 'i i c e i rom ;: ie. ( io\-e.! rime ui a! I .endcr or i he <¦ u nd: un I erv.iei I o ; he co; i \ un:'-. ;u o .; ion
Lender may be i.iken oi exe:cased by such servicer with ihe same lorce and efleci
Section 10.29 Beneficiary Parties as Third Party Beneficiary. Bach oflhe Beneficiary
Parlies shall be a ihircl pariy beneficiary of this Borrower L.oan Agreemenl for ail purposes
Section .10.30 Waiver of Trial by Jury, lo the maximum extent permitted under applicable law. each oi the borrower and ihe beneficiary parlies (a) covenants and agrees not lo cleel a inal by jury wilh respeci lo any issue arising out of this borrower loan agreement or the relationship belween the parties that is triable of right by a jury and (b) waives any right to trial by-jury with respect to such issue lo the extent that any such right exists now or in ihe future this waiver of right to trial by jury is separately given by each parly, knowingly and voluntarily with the benefit of competent legal counsel.
Section 10.31 Time ofthe Essence. Time is ofthe essence with respect to this Borrower L.oan Agreemenl.
Section 10.32 |Reserved).
Section 10.33 Reference Date. This Borrower Loan Agreement is dated for reference purposes only as ofthe first day of November. 2021, and will not be effective and binding on the parlies iiereio unless and until the Closing Date (as defined herein) occurs.
ARTICLE XI Limitations on Liability
Section 1 Ll Limitation on Liability. Notwithstanding anything to the contrary herein, die liability oflhe Borrower hereunder and under the other Borrovver foan Documents and the funding L.oan Documents shall be limited to the extent set forth in the Borrovver Note.
80
Section 11.2 Limitation on Liability of Governmental Lender. The Funding l.oan. and inleresl thereon, are special, limited obligations oflhe Governmental Lender, payable solely from the Security pledged under the funding Loan Agreemenl. The Funding Loan is noi a general indebtedness ofthe Go\ ernmenlal l.ender or a charge against its general credit or the general credit taxing powers ofthe Slate, the Governmental Lender, or any olher political subdivision thereof, and shall never give rise lo anv pecuniary liability oflhe Governmental Lender, and neither the Governmental Lender, ihe Slate nor any other political subdivision thereof shall be liable for the pavmenis of principal and inleresl on ihe funding Loan, and the Funding Loan is payable from ikj other .source, bin are special, limited obligations oflhe Governmental Lender, payable solely out of ihe securilv pledged hereunder and receipts ofthe Governmenlai Lender derived pursuant lo this Funding I oan Agreemenl (and nol against any money clue or to become clue to ihe Governmental Fender puisuanl to Unassigned Rights). No holder ol die Funding L.oan or any interest therein has the right lo compel any exercise ol ihe taxing power ol the Slate, ihe Governmenlai L.ender or any other political subdivision thereol io pay the Funding L.oan or ihe mieresi diereon
on ihe I uudinu. L.oan or io,-any claim based thereon orany obligation, cover.aui ca agieemeril in the Funding Loan Agieemont agamsi any official ol ihe (iovernmenlal L.ender, or any oiheial. officer, agent, employee or independent contractor oflhe Governmental Lender or any poison executing this Borrower L.oan Agreement No covenant, stipulation, promise, agreement or obligation conlained in Ibis Borrovver .Loan .Agreement or any other document executed m connection herewith shall be deemed lo be ihe covenant, stipulation, promise, agreement or obhgulioii of any presenl or future official, officer, agent or employee oflhe Governmenlai Lender in his or her individual capacity and neither any official of the Governmenlai I .ender nor any officers executing this Bo: rower L.oan Agreement shall be liable personally or be subject lo any-personal liability or accountability by reason of Ibis Borrower Loan Agreemenl.
Section 1 1.3 Waiver of Personal Liability. No member, officer, agent or employee of the Governmenlai Lender or any director, officer, agent or employee oflhe Governmental Lencler shaii be individually or personally liable forthe payment of any principal (or prepayment price) ol or inleresl on the Governmenlai Lender Note or any other sum hereunder or be subject lo any personal liability or accountability by reason ofthe execution and delivery of this Borrovver Loan Agreement: bin nothing herein conlained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Borrower Loan Agreement
Section 1 1.4 Limitation on Liability of Funding Lender's Officers, Employees, Etc.
(a) Borrower assumes all risks ofthe acts or omissions ofthe Governmenlai l.ender and the funding L.ender, provided, however, this assumption is not intended to, and shall not. preclude Borrovver from pursuing such rights and remedies as if may have against the Governmenlai Lender and the funding Lender at law or under any other agreement. None of Governmental Lender and the funding fender, nor the other Bcneliciury Parties or their respective officers, directors, employees or agents shall be liable or responsible for (i) anv acts or omissions ofthe Governmental Lender and the funding fender; or (ii) the validity, sufficiency or genuineness of any documents, or endorsements, even if such
SI
documenis should in fact prove lo be in any or all respects invalid, insufficient, fraudulent or forged. In furiberance and nol in limitation ofthe foregoing, the ('iovernmenlal Lender and the funding L.ender may accept documenis dial appear on their lace lo be m order, wilhoul responsibility for further investigation, regardless ol any noiice or information to die contrary, unless acceptance in light of such notice or information constitutes gross negligence or willful misconduct on the pari ol'the Governmenlai Lender and the bunding Lender.
None of die Governmental Lender, the Funding Lender, the oihei Beneficiary Parlies or any of their respective officers, directors, employees or agents shall be liable lo any conlractor. subcontractor, supplier, laborer, architect, engineer or any oilier pariv for services pei formed or materials supplied in connection with ihe Projects I'he Governmenlai L.ender and the funding L.ender shall not be liable for any debts or claims accruing in favor oi anv such parties against Borrower or oihers or agauisi the Projects Borrower ;s not and shall noi be an agent oflhe Governmenlai Lender and the bunding
Bonower under dm., i.'.orrr.iwer L.oan Agieomen;. and ihe exercise oi icmeuies grained here:::, the Governmental L.endei unci ihe Funding L.ende'" shall noi Pe deemed io 'pe m privity oi coniraci wilh any conlractor or provider of services io die Projects, nor shaii any paymeni of funds direciiv io a conlractor. subconiraclor or provider o! serv ices be deemed io eieale any third party beneficiary status or recognition of same by Ihe Governmental Fender and the Funding Lender. Approvals granted by the Governmenlai fender and die Funding, Lender for any mailers covered under this Borrower Loan Agreement shall be narrow ly construed io cover only (he parties and facts identified in any written approval or. if nol in writing, such approvals shall be solely for ihe benefit of Borrovver.
Arw obligation or liability whatsoever ofthe Governmenlai L.ender and ihe Funding Lender thai mav arise at any time under this Borrower Loan Agreemenl or any
'olher Borrower L.oan Document shall be satisfied, if at all, out ol'the Funding Fender's assets only No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the 'Projects or any ofthe Governmental Lender's or the funding fender's shareholders (if any), directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tori or otherwise ¦
Section 11.5 Delivery of Reports, Etc. The delivery of reports, information and documents lo Ihe Governmental Lender and the funding fender as provided herein is lor informational purposes only and the Governmental Lender's and the funding Lender's receipt ol such shall nol constitute constructive knowledge of any information contained therein or determinable from information contained therein. The Governmental Lender and the funding L.ender shall have no duties or responsibilities except those that are specifically set forth herein, and no olher duties or obligations shall be implied in this riorrower L.oan Agreement against the Governmenlai Lender and die funding fender.
| Remainder of Page Intentionally Left Blank |
LN WTTNLSS WHli'.R.EOK. ihe undersigned has duly executed and delivered this Borrower Loan Agreemenl or caused this Borrower Loan Agreement lo he duly executed and delivered In its authorized representative as of the dale first sel forth above. The undersigned intends that this instrument shall be deemed lo be signed and delivered as a sealed instrument.
BOKIUjWF.R:
Park B< >iju;;vari> 3T$ LLC
an Illinois limited liability company
By: Park Boulevard 3B Manager LLC.
an Illinois iimiied liability company, its Manager
By: .MM Manager, LLC
:,, ; !!,,,.¦¦:. I,.,-., • .¦! mm. U: .¦
James L. Miller, its Manager
|Signature Page to Borrower Loan Agreemenl
(iOVi:RNVIENTAL LtNDER:
Ci i v oi Chicago
Name: Jennie Huang Bennel.1 l ille Chiel' lunancial Officer
[ st: a : ! A no:si
Name Andrea M Valencia
|Signature I'uge to Borrower Loan Agreement]
Agreed to and Acknowledged by: Funding Li::noi-k: CiriiiAMv, N.A.
Mark (.1. Risch
A li i h o r i ze d S i g n a i o r y
Ci-12 251 1050(1 .•!
Signalure Page to Borrovver Foan Agreement]
Ordinance Exhibit C Form of Regulatory Agreement
See attached pages.
C-1
Recording Requested by and When Recorded Send to:
SCI-IIFr HARDIN LLP 233 South Wacker Drive, Suite 7100 Chicago, Illinois 6()0()0 Attention. Bruce P. Weisenlhal
Regulatory Agreement and Declaration oe Restrictive Covenants
between
Park Boulevard 3B LLC, an Illinois limited liability company,
and
City oe Chicago, an Illinois municipal corporation, as Issuer ol'the following Note:
City of Chicago $24,000,000 Multi-Family Housing Revenue Note (Park Boulevard 3B), Series 2021
Dated as of November 1, 2021
Tabu: or Contents
Page
Section 1 Definitions and Interpretations|910|Seciion 2. I he Projects lo he Residential Rental Properties|910|Section 3. Continuous Rental -I
Section 4. how or Moderate Income Tenants|910|Section 5. Tenants and Tenant Leases|910|Section 6. Transfer Restrictions|910|Section 7. Tax-Exempt Status ofthe Note|910|Section 8. Notice of Noncompliance; Corrective Action|910|Section 9. Reliance; Compliance|910|Section 10. Non-discrimination|910|Seciion 1 1. Term|910|Section 12. Covenants lo Run With the Land|910|Section 13. Enforcement ;|910|Section 14. Bankruptcy 9
Section 15. Recording and Filing 9
Section 16. Indemnification 9
Section 17. Agent ofthe Cily 10
Section 18. No Conllict With Other Documents 10
Section 19. Interpretation 10
Section 20. Amendments 10
Seciion 21. Notices 10
Section 22. Binding Successors 13
Seciion 23. Captions 14
Seciion 24. Severability 14
Section 25. Governing Law 14
Exhibit A - Legal Description of Projects A-1
Exhibit B - Form of Tenant Income Certificate B-l
Exhibit C- Form of Certificate of Continuing Program Compliance C-1
-i-
REGULATORY AGREEMENT AM)
Declara i ion 01 Res i kk tin i: Covenants
This Regui.atoka Agreement and Declaration or Ri si m< i1\ i.
(o\ r\ wis, da led as ol' November 1, 2021 (this '''Regulatory Agreemenl"). is entered into by Park Boulevard 3B LLC. a limited liability company organized and existing under the laws ol' the Slale of Illinois (the "Borrower1), and Cn v <)E CHICAGO, an Illinois municipal corporation (the "City"), as issuer ofthe $24,000,000 Multi-Family Housing Revenue Nole (Park Boulevard 3B). Series 2021 (the 'Note' ! under the Funding Loan Agreement, as defined in this Regulatory Agreemenl. under the circumstances summarized in the following recitals,
WITNESSETH:
Whereas, the City is authorized by Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois (the "Constitution") and its status as a home rule unit of government under the Constitution to issue multi-family housing revenue obligations for the purpose of financing or refinancing ihe cost of ihe acquisition, construction, rehabilitation, development, and equipping of affordable multi-family housing facilities for low- and moderate-income families located in the City; and
. Whereas, the Borrower, an Illinois limited liability company, proposes financing a multi-family residential rental project consisting of (a) the acquisition, construction and equipping by the Borrower ofthe two (2) new multi-family residential rental properties identified and legally described in Exhibit A to this Regulatory Agreement and (b) functionally-related and ancillary improvements (collectively, the "Projects" and each individually a "Project"); and
Whereas, the City Council ofthe City (the "City Council") adopted an ordinance
on , 2021 (as further defined below, the "Ordinance") authorizing the
issuance ofthe Note described above for the purpose of financing the acquisition, construction and equipping ofthe Projects: and
Whereas, the City entered into a funding loan agreement (the ''"Funding Loan Agreement") with Citibank, N. A., a national banking association ('"Citibank""), pursuant to which the City will borrow an aggregate principal amount not to exceed Twenty-four Million Dollars ($24,000,000) (the "Funding Loan") from Citibank for the purposes set forth above and, in evidence of its limited, special obligation to repay that borrowing, will issue the Note lo Citibank, or an affiliate of Citibank designated by it, as a tax-exempt obligation under ihe terms and conditions oflhe Ordinance and ihe Funding Loan Agreement, and the City will thereafter loan the proceeds of the Funding Loan to the Borrower (the "Borrower Loan") pursuant to a borrower loan agreement (the "Borrower Loan Agreement") between the Cily and the Borrower, as evidenced by a Borrower promissory note (the "'Borrower Note"), in order lo finance a portion ofthe costs ofthe Projects in return for loan payments by the Borrovver sufficient lo pay. when due. the principal of, prepayment premium, il any, and interest on the Note: and
\\ 11eke as, in connection with such financing, the Borrower has agreed to rent or lease at least 40% oflhe dwelling units in each ofthe Projects to families or individuals ol low or moderate income (within the meaning of Section 142(d)(2)(B) ofthe Code as lhat term is defined below ( "Low or Moderate Income Tenants"); and
Whereas, ihe Code and the Regulations (as thai term is delincd below) prescribe that the use and operation ofthe Projects be restricted in certain respects in order to assure the continuing tax-exempt stains ofthe interest on the Note, and in order to ensure that ihe Projects will continue to be used and operated in accordance with such requirements ofthe Code and the Regulations, the Cily and the Borrower have determined to enter into this Regulatory Agreement in order to set forth certain terms and conditions relating lo the acquisition, construction, occupancy, use and operation ofthe Projects.
Now, TliEREEORE, in consideration ofthe mutual covenants and undertakings set forth in this Regulatory Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parlies covenant, agree and declare as follows:
Section I. Definitions and Interpretations. Except as otherwise delined in this Regulatory Agreemenl, the terms used in this Regulatory Agreement, including its preambles and recitals, shall for all purposes have the meanings specified in the Ordinance, in the preceding language of this Regulatory Agreement or in the Funding L,oan Agreement, unless the context or usage clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used in this Regulatory Agreement shall have the following meanings:
"Borrower" means Park Boulevard 3B LLC, an Illinois limited liability company, or the Person or Persons who shall succeed to the ownership of all or any part ofthe Projects in accordance with the provisions of the funding Loan Agreement and the Bonower Loan Agreement.
'Certificate of Continuing Program Compliance" means the certificate from the Borrovver in substantially the form and covering the matters set forth in Exhibit C to this Regu 1 at o ry Agreemenl.
"Code" means the Internal Revenue Code of 1986, as amended.
"'Low or Moderate Income Tenants" means and includes individuals or families with adjusted income, calculated in the manner prescribed in freasury Regulation Section 1.167 (k)-3(b)(3) as it was in effect on the date of issuance ofthe Note, which does not exceed sixty percent (60%) of the median gross income for the area in which the Projects are located, determined in a manner consistent with determinations of median gross income made under the leased housing program established under Section 8 ofthe United States Housing Act of 1937. as amended, or, if that program is terminated, under that program as in effect immediately before termination. In no event, however, will the occupants ofa unit ofa Project be considered to be
|1010|
Low or Moderate Income Tenants if all the occupants are students, no one of whom is entitled to file a joint return.
"Ordinance" means an ordinance adopted by the City Council of the City on
, 2021. authorizing the issuance and sale ofthe Note and authorizing the
execution and delivery ofthe bunding l.oan Agreement, the Note, the Borrower Loan Agreement and this Regulatory Agreement.
''Person" means natural persons, firms, partnerships, associations, corporations, limited liability companies, trusts and public bodies.
"Qualified Project Period" means, with respect to each Project, the period beginning on the later of (a) the date of issuance ofthe Note and (b) the first date on which .10% ofthe units in such Project were first occupied and ending on the latest ofthe date (i) which is fifteen (15) years after the date on which at least fifty percent (50%f) ofthe residential units in that Project are occupied, (ii) which is the first date on which no tax-exempt private activity bond issued with respeci lo or allocable to that Project is outstanding or (iii) on which any assistance presently provided with respect to that Project under Section 8 ofthe United States Housing Act of 1937, as amended, terminates, for purposes of this Regulatory Agreement, the Qualified Project Period will be applied to each Project separately.
"Regulations" means the United States Treasury Regulations promulgated with respect to the Code.
"Tenant income Certificate" means a sworn and notarized certificate in substantially the form and covering the matters set forth in Exhibit B to this Regulatory Agreement. For tenants eligible for assistance under Section 8 ofthe United States Housing Act of 1937, as amended. "Tenant Income Certificate" shall mean HUD form 50058.
The rules of interpretation set forth in Article I ofthe funding Loan Agreemenl shall apply equally to this Regulatory Agreement. This Regulatory Agreement and all of its terms and provisions shall be construed to effectuate the purposes set forth in and to sustain the validity of this Regulatory Agreement.
Section 2. The Projects to be Residential Rental Properties. The Borrower represents, agrees, covenants and warrants as follows:
(a) Bach oflhe Projects is a "qualified residential rental project." within the meaning ofthe Code. The Borrovver owns, manages and operates, and shall own, manage and operate, each Project, as a '"residential rental project" comprised of residential units and facilities functionally related and subordinate to them, in accordance with Section 142(d) ofthe Code and Section 1.103-8(b)(4) ofthe Regulations, as the same may be amended from time to time lo the extent applicable lo the Nole. Each Project is on either (i) a single tract of land or (ii) contiguous parcels of land, in each case wholly-owned by the Borrovver. Bach Project consists only of buildings which contain only residential units and functionally related and subordinate facilities.
as provided in the Regulations. Each building comprised in a Project is a discrete edifice or other person-made construction with (i) an independent foundation, (ii) independent outer walls, and (iii) independent roof, containing one (1 ) or more similarly constructed units.
Each, residential unit m each Project does and shall contain separate and complete facilities for living, sleeping, eating, cooking and sanitation.
None oflhe residential units in any Project is or shall at. any time be used on a transient basis and no portion of any of the Projects shall ever be used as a hotel, motel, dormitory, fraternity house, sorority house, rooming house, hospital, nursing home, sanitarium, rest home, or trailer park or court.
The residential units in the Projects are and shall be made available for lease to members ofthe general public. The Borrower shall not give preference in renting residential units in any Project to any particular class or group of persons, olher than (i) to 'Low or Moderate Income. Tenants as provided in this Regulatory Agreement, (ii) to tenants eligible for rental assistance under the U.S. Department of Housing and Urban Development ("I It I)"') Rental Assistance Demonstration ("RAD") program, which units (subject to the HUD RAD project-based voucher (PBV) rental assistance program) shall be leased to eligible tenants in accordance with the MUD RAD PBV requirements, or (iii) as otherwise required by law.
At no time shall any officer ofthe Borrower occupy a residential unit in any
Project.
Any functionally related and subordinate facilities (e.g., parking areas, etc.) which are lo be included as part of any Project will be made available to all tenants on an equal basis. Fees will only be charged with respect to the use of those facilities if the charging of fees is customary for the use of such facilities and in any event, any fees charged will not be discriminatory or exclusionary as to the L,ow or Moderate Income Tenants. For purposes of this subparagraph (f), the charging of a reasonable parking fee for tenants of any Project shall be deemed to be customary.
Section 3. Continuous Rental.
The Borrower represents, covenants, agrees and warrants with respect to each Project that at all limes during the Qualified Project Period for such Project, each unit in such Project shall be rented or available for rental lo members oflhe general public on a continuous basis, except as provided by Seciion 2(d) above, and shall not grant any commercial leases or permit commercial uses except upon receipt by the Cily of an opinion of Bond Counsel, which opinion i.s acceptable to the Cily. thai the lease or use will not adversely affect the exclusion ol interest on the Note from gross income of its holder for federal income tax purposes.
The Borrovver shall not make any change in use of any portion ofa Project except upon approval oflhe City and upon receipt by the Cily of an opinion of Bond Counsel.
|1010|
which opinion is acceptable lo the City, lhat the change will not adversely affect the exclusion of interest on the Nole from gross income of its holder for federal income tax purposes.
.Section 4. Cow or Moderate Income Tenants. To ihe end ol satisfying the requirements of Section 142(d)(7)(B) oflhe Code relating, lo individuals of low and moderate income during the Qualified Project Period, and related Regulations, ihe Borrower represents, covenants, agrees and warrants as follows:
At all times during the Qualified Project Period for a Project, at least forty percent (40%) ofthe completed residential units in such Project shall be occupied by Low or Moderate Income Tenants, for purposes of satisfying lhat requirement, a unit occupied by an individual or family who at the commencement of occupancy is a Low or Moderate Income Tenant shall be treated as occupied by such an individual or family during their tenancy in such unit, even though lhat individual or family subsequently ceases lo be a Low or Moderate Income Tenant. The preceding sentence shall, however, cease to apply lo any resident whose income as ofthe most recent determination exceeds one hundred forty percent (140%) ofthe sixty percent (60%)) income limitation amount if, after such determination, but before the next determination, any residential unit of comparable or similar size in such Project is occupied by a new resident whose income exceeds that sixty percent (60%) limitation. A unit treated as occupied by a Low or Moderate Income Tenant shall be treated as occupied after it is vacated until reoccupied (other than for a temporary period (not to exceed 31 days)), at which time the'character oflhe unit shall be redetermined.
If necessary, the Borrower shall refrain from renting residential units to persons other than Low or Moderate Income Tenants in order to avoid violating the requirement that at all times during the applicable Qualified Project Period at least forty percent (40%) ofthe occupied residential units in each respective Project shall be occupied by Low or Moderate Income Tenants.
The Borrovver shall determine annually the current income of each tenant treated as a Low or Moderate Income Tenant.
The Borrovver shall obtain a Tenant Income Certificate with respect to each occupant in a Project who is intended to be a Low or Moderate Income Tenant, signed by the tenant or tenants (i.e., the person or persons whose names appear on the lease). The Borrower shall obtain such a Tenant Income Certificate prior to such tenant or tenants signing a lease vvith respect to a unit and commencing occupancy in it and also shall obtain such a Tenant income Certificate for each subsequent year the tenant lives in a Project, signed by such person or persons and obtained at such lime or times, all as may be required by applicable rules, rulings, procedures, official statements, regulations or policies now or later promulgated or proposed by the Department of the "freasury or the Internal Revenue Service with respeci to obligations issued under Section 142(d) of the Code. 'Ihe Borrovver shall maintain on file all Tenant Income Certificates.
Ihe Borrower shall prepare and submit to the Cily on or before die li rsl day of each March. June, September and December of each year during the Qualified Project Period lor a Project, a Certificate of Continuing Program Compliance in substantially the form attached to this Regulatory Agreement as Exhibit C executed by Borrower's Representative.
The I Sorrow er shall submit to the Secretary of the freasury an annual certification as to whether each Project continues to meet the low and moderate income occupancy requirements sel forth in the Code. Failure to comply with the requirements sel forth in the preceding sentence shall not constitute a default under this Regulatory Agreement, but may subject the Borrower to penally as provided in Section 6652(j) oflhe Code.
Section 5. Tenants and Tenant Leases. In addition to the requirements contained in other Sections of" this Regulatory Agreement. Ihe Borrower represents, covenants, agrees and warrants as follows:
All tenant lists, applications, certificates and wailing lists relating to a Project shall at all times be kept separate and identifiable from any other business ofthe Borrower which is unrelated to such Project and shall be maintained, as required by the City from lime to time, in a reasonable condition for proper audit and subject lo examination during business hours by representatives ofthe City. Subject to any notice and cure rights sel forth herein, failure to keep such lists and applications or to make them available to the City shall be a default under this R e g u I a t o ry Agreement.
Each tenant lease for a Low or Moderate Income Tenant shall require the tenant to submit annual Tenant Income Certificates and to provide further information as the Borrower may reasonably require concerning such a Tenant Income Certificate, and that a failure to comply with these requirements or the filing ofa false Tenant Income Certificate shall be a violation ofa substantial obligation of his tenancy. The provisions of this Section 5 shall apply throughout the applicable Qualified Project Period.
Section 6. Transfer Restrictions. During the'Qualified Project Period, the Borrower shall not do any of the following: sell, transfer, assign, convey, change title to or otherwise dispose ofa Project or any interest in it (a "Transfer"), in whole or in part, unless (1) the purchaser or assignee and, if such purchaser or assignee is an Illinois land trust, each beneficiary of such land trust (in which case the obligations and liabilities under this Regulatory Agreement of such purchaser or assignee and each such beneficiary shall be joint and several and all references in this Section 6 to the "transferee" shall be deemed to include each such beneficiary, shall execute any necessary or appropriate document reasonably requested by the City w ith respect to assuming its obligations under this Regulatory Agreemenl (the "Assumption Agreement"), which document shall be recorded in the Cook County Recorder's Office; (2) the City shall have received an opinion of Bond Counsel, which opinion is acceptable to ihe City, lo the effect thai such transfer will not adversely affect the exclusion of interest on the Note from gross income of its holder for federal income tax purposes: and (3) such other conditions are met as are set forth in or referred to in the Funding Loan Agreement or as the City may reasonably impose (upon advice of Bond|1010|
Counsel) as pari of the Assumption Agreement to protect the exclusion from gross income of interest on the Note for federal income tax purposes. This Section shall not be deemed to restrict the transfer ol any membership interest in the Borrower or a transfer by foreclosure or deed in lieu of foreclosure.
Section 7. Tax-Exempt Status ofthe Note. The Borrower and ihe Glv each represent, agree and warrant that to the best of their ability:
It will not take or permit, or omit lo take or cause to be taken, as i.s appropriate, any action that would adversely affect the exclusion ofthe interest on the Note from the gross income of its holder for federal income lax purposes unless, upon advice of Bond Counsel, the City concludes that the exclusion ofthe interest on the Note from gross income of its holder for federal income tax purposes is not adversely affected by such person obtaining such ownership interest. If it should take or permit, or omit lo take or cause to be taken, any such action, it will take all lawful actions necessary lo rescind or correct such actions or omissions promptly upon obtaining knowledge ol. them.
It will lake such action or actions as may be necessary, in the written opinion of Bond Counsel tiled wilh ihe City, to comply fully vvith all applicable rules, rulings, policies, procedures. Regulations or other official statements promulgated, proposed or made by the Department of the freasury or the Internal Revenue Service pertaining lo obligations the exemption of interest on which depends upon continuing compliance with Seciion 142(d) or Section 145 ofthe Code and the Regulations under that Section.
It will file or record such documents and take such other steps as are necessary, in the written opinion of Bond Counsel filed with the City, in order to ensure that the requirements and restrictions of this Regulatory Agreement will be binding upon all owners ofthe Projects.
Section 8. Notice of Noncompliance; Corrective Action. As soon as is reasonably possible, the Borrovver shall notify ihe Cily ofthe existence of any situation or the occurrence of any event of which the Borrower has knowledge, the existence or occurrence of which would violate any ofthe provisions of this Regulatory Agreement or cause the interest on the Note to become includable in gross income of its holder for federal income tax purposes unless promptly corrected. The Borrower covenants to commence appropriate corrective action within a reasonable period of time, but in no event later than sixty (60) days a tier such noncompliance is lirst discovered or should have been discovered by the exercise of reasonable diligence.
Section 9. Reliance; Compliance. The Borrower recognizes and agrees thai the representations, warranties, agreements and covenants sel forth in this Regulatory Agreement may be relied upon by all persons interested in ihe legality and validity oflhe Note and in the exclusion of the interest on the Note from gross income of its holder for federal income tax purposes. In performing its duties and obligations under this Regulatory Agreemenl. the Issuer may rely upon statements and certificates of the Borrovver and tenants, and upon audits of the|1010|
books and records of die Borrower pertaining to a Project. In addition, the City may consult with counsel, and the written opinion ol such counsel shall be full and complete authorization and . protection in respect of any action taken or suffered by the City under this Regulatory Agreement in good faith and in conformity with such opinion.
Section .10. Non-discrimination. I he Borrower shall not. in the selection of tenants, in employment, in the provision of services or in any other manner, discriminate against any person on the ground of race, color, national origin, religion, creed, sex, handicap, family status or marital status or by reason oflhe fact that there are children in a prospective tenant's family.
Section 1.1. 'Perm. This Regulatory Agreement shall become effective upon its execution and delivery. Unless the City shall have received a written opinion of Bond Counsel addressed to it lo the effect that early termination of this Regulatory Agreemenl will nol adversely affect the exclusion ofthe interest on the Nole from gross income of its holder for federal income tax purposes, and this Regulatory Agreement shall remain in full force and effect for each respective Project for a term equal to the Qualified Project Period for such Project, it being expressly agreed and understood that the provisions of this Regulatory Agreement are intended lo survive the retirement ofthe Note and expiration oflhe Funding Loan Agreemenl and the Borrower Loan Agreement. Notwithstanding the immediately preceding sentence, this Regulatory Agreement, and all and several ofthe terms of it, shall terminate with respect to a specific Project or all Projects, as the case may be, and be of no further force and effect in the event of (x) involuntary noncompliance with the provisions of this Regulatory Agreement caused by fire, seizure, requisition, foreclosure or delivery ofa deed in lieu of foreclosure, change in a federal law or an action ofa federal agency after the date of this Regulatory Agreement which prevents the City from enforcing the requirements of this Regulatory Agreement, condemnation or other similar event and (y) the payment in full and retirement of the Note within a reasonable period after that event. However, the preceding sentence shall cease to apply and the restrictions contained in this Seciion shall be automatically reinstated if, al any time subsequent to the foreclosure or the delivery ofa deed in lieu of foreclosure or similar event, the Borrower or any related person (within the meaning of Section 1.103-10(e) ofthe Regulations) obtains an ownership interest in such Project or Projects for federal income tax purposes. Upon the termination of all and several ofthe terms of this Regulatory Agreement, the parties agree to execute, deliver and record appropriate instruments of release and discharge of the terms of this Regulatory Agreement. However, the execution and delivery of such instruments shall not be a necessary prerequisite to the termination of this Regulatory Agreemenl in accordance vvith its terms.
Section 12. Covenants to Run With the Land. The Borrovver subjects each Project to each of the covenants, reservations and restrictions set forth in this Regulatory Agreemenl. The Borrower declares its express intent lhat the covenants, reservations and restrictions set forth in this Regulatory Agreemenl shall be deemed covenants running with the land to the extent permitted by law and shall pass (o and be binding upon the successors in tide to the real estate throughout the term of this Regulatory Agreement. Each and every contract, deed, mortgage or other instrument executed covering or conveying a Project or any portion of il or any|1010|
interest in a land trust which holds title to the Real Estate shall conclusively be held to have been executed, delivered anil accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or olher instrument.
Section 13. Enforcement. If the Borrovver defaults in the performance or observalion of any covenant, agreement or obligation ofthe Borrower set forth in this Regulatory Agreement, and if such default remains uncured for a period of thirty (30) days after written notice ofthe delault shall have been given to the Borrower by City, then the [holder ofthe Note or | the City, acting on behalf ofthe holder ofthe Note, shall declare an ".Event of Default"' to have occurred, and, at its option, the Cily, acting on behalf of the holder ofthe Note, [or the holder of the Note| may lake any one or more oflhe following steps:
by mandamus or olher suit, action or proceeding al law or in equity, including injunctive relief, require the Borrower to perform its obligations and covenants under this Regulatory Agreement or enjoin any acts or things which may be unlawful or in violation of the rights oflhe City under ibis Regulatory Agreement;
have access to and inspect, examine and make copies of all the books and records ofthe Borrower pertaining to each applicable Project; or
take such other action at law or in equity as may appear necessary or desirable to specifically enforce, or prohibit violations of, the obligations, covenants and agreements ofthe Borrovver under this Regulatory Agreement.
The City shall have the right, in accordance with this Section and the provisions of the Funding Loan Agreement and the Borrower Loan Agreement, without the consent, approval or knowledge of any person, to exercise any or all ofthe rights or remedies under this Regulatory Agreement. All reasonable fees, costs and expenses of the City incurred in taking any action pursuant to this Seciion shall be the sole responsibility ofthe Borrower.
Notwithstanding the preceding paragraph, if the failure stated in the written notice cannot be corrected within such thirty (30) day period, the City may consent in writing to an extension of such lime period, which consent shall nol be unreasonably withheld, if corrective action is instituted within such thirty (30) clay period and diligently pursued to completion and if such extension does not, in the City's judgment based on the advice of Bond Counsel, adversely affect the interests oflhe holder oflhe Note.
Notice of any default given to Borrower shall also be given to Borrower's investor member as sel forth in Section 21. Any cure of any default or Event of Default made or tendered by an investor member ofthe Borrovver shall be deemed to be a cure by the Borrower and shall be accepted or rejected on ihe same basis as if made or tendered by the Borrower.
Section 14. Bankruptcy. Neither the Borrower nor any permitted successor owner of any of the Projects shall file any petition in bankruptcy or for the appointment of a|10 10|
receiver, or lor insolvency, or for reorganization or composition, or make any assignment lor the benefit of creditors or to a receiver for creditors, or permit an adjudication in bankruptcy, the.laking ol possession ofa Project or any part ofa Project under judicial process pursuant to any power of sale. However, in the case of an involuntary petition, action or proceeding for an adjudication in bankruptcy, or for ihe appointment ol'a receiver ol'the property ofthe Borrower or any other owner ofa Project, not initiated by the Borrower or any other owner ofa Project, the Borrower or such other owner of such Project shall have sixty (60) days after the service of such petition or the commencement of such action or proceeding, as the case may be, within which to obtain a dismissal of such petition, action or proceeding.
Section 15. Recording and Filing. The Borrovver shall cause this Regulatory Agreement and all amendments and supplements to it to be recorded and filed in the conveyance and real properly records of Cook. County, Illinois. The Borrower shall pay all fees and charges incurred in connection with any such recording.
Section 16. Indemnification. The Borrower shall be required and agrees lo pay. indemnify and hold the City and its respective officers, members, officials and employees (except for claims arising out of acts or omissions of the City or its respective officers, members, officials and employees resulting from its or their gross negligence or willful misconduct) harmless from, any and all loss, damage, cost, expense, suit, judgment, action, injury or liability which they, or any of them, may suffer or incur (including, without limitation, any reasonable costs, fees and expenses, including reasonable attorneys' fees, costs and expenses) by reason of any violation by Borrower ofthe restrictions or provisions of this Regulatory Agreement.
Section 17. Agent ofthe City. The City shall have the right to appoint an agent or administrator to carry out any of its duties and obligations under this Regulatory Agreemenl, and shall inform the other parties to this Regulatory Agreement of any such agency appointment by written notice.
Section 18. .No Conflict With Other Documents. The Borrovver warrants that it has not executed and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions of this Regulatory Agreement, and that, in any event and except to the extent expressly provided in this Regulatory Agreement, the requirements of this Regulatory Agreement are paramount and controlling as to the rights and obligations in this Regulatory-Agreement set forth and supersede any olher requirements in conflict vvith this Regulatory Agreement.
Section 19. Interpretation. Any lerms nol defined in this Regulatory Agreement, or defined as provided in this Regulatory Agreement, shall have the same meaning as terms defined for purposes of Section 142(d) ofthe Code and in the Regulations.
Section 20. Amendments. This Regulatory Agreement shall be amended only by a written instrument executed by the parties to it or their successors in title, and duly recorded
10
in the real properly records ol Cook County. Illinois, the county in which the Projects are located The Borrower shall pay all lees and charges incurred in connection with any such recording.
No amendment to this Regulatory Agreemenl concerning matters governed by the (lode or the Regulations shall be effective unless there shall have been filed vvith the Issuer a written opinion ol Bond Counsel lo ihe elleci thai (ai such amendment will noi cause or result in interest on the Note becoming includible in gross income of its holder for federal income tax purposes, and (b) compliance with the terms and provisions of this Regulatory Agreement, as so amended, will be sufficient to ensure full compliance with the requirements of Section 142(d ) and Section 145 ofthe Code and all then-applicable rules, rulings, policies, procedures, portions ofthe Regulations, or olher statements promulgated, proposed or made by the Department of the freasury or the Internal Revenue Service pertaining to obligations, the exclusion of inleresl from gross income on which depends on continuing compliance with lhat Section 142(d) and Seciion 145.
Section 21. Notices. Any noiice, demand or other communication required or permitted under this Regulatory Agreement shall be in writing and shall be deemed to have been given if and when personally delivered and receipted for, or. if sent by private courier service or sent by overnight mail service, shall be deemed lo have been given if and when received (unless the addressee refuses to accept delivery, in which case it shall be deemed to have been given when first presented to the addressee for acceptance), or on the first day after being sent by telegram, or on the fifth day after being deposited in United States registered or certified mail, return receipt requested, postage prepaid. Any such notice, demand or other communication shall be addressed to a party at its address sel forth below or to such other address as the party to receive such notice may have designated to all other parties by notice in accordance with this Regulatory Agreement:
If to the Borrower and Developer: c/o Stateway Associates 3B LLC
10 West35lh Street 9th Floor
Chicago, Illinois 60616 Attention: James L. Miller
wilh a copy to:
Appiegate & Thorne-Thomsen, P.C. 425 South Financial PL, Suite 1900 Chicago, Illinois 60605 Attention: Nicole A. Jackson
vvith a copy to:
1 Inteiprise Housing Equity Fund V, LLLP, Enterprise Housing Credit Investments. LLC 70 Corporate Center 1 1000 Broken Land Parkway, Suite 700 Columbia, Maryland 21044 Attention: Michael Rossi
I 1
Gallagher Evelius Cuy ol Chicago
Department oh Planning and Development
121 North LaSalle Street, 10th floor
Chicago, Illinois 60602
Attention: Commissioner, Department of
Planning and Development
Telephone: (312) 744-4190
facsimile: (312) 742-2271
City of Chicago
Office ofthe Corporation Counsel 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
Attention: Finance and Economic Development
Division Telephone: (312) 744-0200 Facsimile: (312) 742-0277 (refer to "Finance & Econ. Development Division" on cover sheet)
City of Chicago
Department of Planning and Development 121 North LaSalle Street, 10th Floor Chicago, Illinois 60602 Attention: Commissioner, Department of Planning and Development Telephone: (312) 744-4190 Facsimile: (312) 742-2271
12
with a copy to:
with a copy to:
I f to the Funding Fender:
with a copy to:
Prior to the Conversion Date With a copy to:
City of Chicago
Office ofthe Corporation Counsel 121 No;th LaSalle Street, Room 600 Chicago. Illinois 60602
Attention: Finance and Economic Development
Division. Telephone: (312) 744-0200 Facsimile: (312) 742-0277 (refer lo "Finance & Econ. Development Division1" on cover sheet)
City of Chicago Office ofthe City Comptroller 121 North LaSalle Street Chicago, Illinois 60602 Attention: City Comptroller Telephone: (312) 744-7106 Facsimile: (312) 742-6544
Citibank. N.A.
388 Greenwich Street, Trading 6th Floor New York, New York 10013 " Attention: Transaction Management Group "Re: Casa Veracruz Chicago Projects Deal ID No.: 25500 Facsimile: (212) 723-8209
Citibank, N.A.
325 East llillcresl Drive, Suite 160
Thousand Oaks, California 91360
Attention: Operations Manager/Asset Manager
Re: Casa Veracruz Chicago Projects
Deal ID No.: 25500
Facsimile: (805) 557-0924
Citibank, N.A.
388 Greenwich Street, Trading 6th Floor
New York. New York 10013
Attention: Account Specialist
Re: Casa Veracruz Chicago Projects
Deal ID No.: 25500
Facsimile: (212) 723-8209
13
Following the Conversion Date Citibank. N.A.
With a copy to: c/o Berkadia Commercial Servicing Department
323 Norristovvn Road, Suile 300 Ambler, Pennsylvania 19002 Attention. Client Relations Manager Re: Casa Veracruz. Chicago Projects Deal ID No.: 25500 Facsimile: (215) 328-0305
and a copy of any notices of Citibank, N.A.
default sent lo: 388 Greenwich Street, 1 7lh Floor
New York, New York 10013 Attention: General Counsel's Office Re: Casa Veracruz Chicago Projects Deal ID No.: 25500 Facsimile: (646) 291-5754
Section 22. Binding Successors. This Regulatory Agreement shall bind, and the benefits shall inure to, the respective parlies to this Regulatory Agreement, their legal representatives, executors, administrators, successors in office or interest, and assigns, provided that the Borrower may not assign this Regulatory Agreement except in accordance with the terms of this Regulatory Agreement.
Section 23. Captions. I he captions used in this Regulatory Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or the intent of this Regulatory Agreement.
Section 24. Severability. If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
Section 25. Governing Law. This Regulatory Agreement shall be construed in accordance with and governed by the laws ofthe State of Illinois, and, where applicable, the laws of the United States of America.
14
IN WITNESS WHEREOF, the Cily and ihe Borrower have caused this Regulatory Agreemenl and Declaration of Restrictive Covenants to be duly executed and attested in their respective names by their duly authorized representatives, all as of the day and year first above written.
Park Bou.t::vaki> 3B LLC,
an Illinois limited liability company
By: Park Boulevard 3B Manager LLC.
an Illinois limited liability company, its Manager
By: .11.VI Manager, LLC
an Illinois limited liability
company,
its Manager
B>:
.lames L. Miller, its Manager
Andrea M. Valencia City Clerk.
City oi Oik ago
Jennie Huang Mennetl Chief Financial Officer of ihc Citv of Chicago
STATE OE ILLINOIS COENTYOl COOK
)
) SS )
I. _ . a Notary Public in and for the
County and State aforesaid. ChRTlEY lhat. _ _ _ . personally
known to me to be the Member of JEM Manager, LLC, an Illinois limited liability company, which services as the manager of Park Boulevard 3.B Manager LLC, an Illinois limited liability company, which serves as the manager of Park Boulevard 3B LLC, an Illinois limited liability company, personally known to me lo be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he or she signed and delivered the foregoing instrument as her or his own free and voluntary act and as the free and voluntary act ofthe limited liability company for the uses and purposes set forth in such instrument.
GIVLN under my hand and Notarial Seal this _ day of .
20
Notary Public in and for Cook County, Illinois
(SEAL)
STATE OE ILLINOIS COUNTY OE COOK
)
) SS
)
I. a Notary Public in and lor die
County' and Stale aforesaid. cna'il'Y that Jennie Huang Bennett, personally known to me to be the Chief Financial Officer ofthe City of Chicago, and personally known to me to be the same, person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that [he or] she signed and delivered the foregoing instrument as [his or] her own free and voluntary act and as the free and voluntary act oflhe City for the uses and purposes sel forth in such instrument.
GIVEN under my hand and Notarial Seal this day of _ _.
20 . ' "
Notary Public in and for Cook Counlv, Illinois
(SEAL)
Ipt.ixTiriCA i ion and H:x;ai, Description or Projects
Exhibit IJ
FORM Ol I I NAM INCOME (T.KTTI K ATI. Park Boulevard 3.13 EEC Projects
Annual Income Certifies tion/Reeertffication' (To be Completed by Owner/Management)
r.lTccuve Dale:
Movc-in Date: (iVlM/DD/y YYY)
TENANT IN COME CERT I El C A 110 N
? Initial Ccrlilkalion ? Keccrlificaliiin ? Oilier
PART I - DEVELOPMENT DATA
Properly Name. TC "
BIN;;: County Unit Number: li Bedrooms
PART II. HOUSEHOLD COMPOSITION
Mbr // Last Name l-'iisl Name it Middle Initial Relationship lo 1 lead ol Household Dale of Birth (MM/DD/YYYY) F/T Studenl (Y orN) Social Security or Alien Ken No |109| HI-AD |109| |109| |109| |109| |109| |109|
PART III. CROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
Iiii Mbr/; (A) Employment or Waues (til Soe Seeurilv/I'ensions (C) I'ublic Assistance (0) Other Income
TOTALS S ii % S
Add totals from (A) ihiouuh (0). above TOTAL INCOME $
13-1
I'OI A I.S
Filter Column (Fl) Total Passbook Rale
?I
ll'ovet $5000 % X :MH.I% = (.1) Imputed Income j_S_
Filter the water oflhe lolal of column I. or 1 imputed income TOTAL IN'COMK I'UOM ASSET'S (K) fl $
(L.) Total Annual I li.iusehold Income from all Sources |Add (I:) - lK)|
TOTAL. A \ \ U A I. ii O i: S I: IT O L D INCOME FROM ALL SOI JRCL-iS From Hem (I) on paee I
R EC E RT1 Fl C A TI ON ON L Y:
Curient Income L.tmit x 140%:
S
Household Income exceeds 140% al recertification. ? Yes ? No
PART V. DETERMINATION OE INCOME ELIGIBILITY
IToiischoki Meels
S
Ineomc Restriction ai
? 60% ? 50%.
40% ? 30%
Other %
Current Income Limit per Family Size.
Household Income At Move-in: S
PARI VI. RENT
Tenant Paid Rent S_ Utilitv Allowance $
Rent Assistance. $_ Other non-optional charges: S_
GROSS RENT' FOR UNIT' (Tenant paid rent plus Utility Allowance & other non-optional charges)
Unit Meets Rent Restriction at: 60% 50% 40% 30%
Maximum Rent Limit lor this unit
(as ol rccerli Ileal ion elTcclive dale)
PART VII. STATUS
ARIZ ALL. OCCUPANT'S FULL TIME STUDENTS'' 1! yes. Fniet student
?
explanation*
(also attach documentation)
? ves
Filler I-l
¥ Student Explanation:
TANI" assistance
.loli T raining Program
Single parent/dependent child
Mairied/ioml return
B-2
PA RT VIII. PROGRAM TA I'l
Mark ihc progiam(s) listed below (a. ihiough e ) lor which ihis household's iinil will he counled loward Ihe propcrlv's oecupancv requirements Under each progiam niaiked indie, ne I lie household's income Mains as esinbhshcd bv ihis certinc.nl ion/ lecertt Ileal ion
j b. HOMF. Ll
Income Slams
< 50% AMGI
< 60% AMGI
OI**
c l ax l.'.xenipi ?
Im.t'iiu-: Slalu50% AMGI
60% AMGI
S0%AMGI
Ol**
d AIIDI'LJ
Ineimie Slain*
.Mi'.',. AMI II
S0% AMGI
Ol-"*
e. Oilier (i\!amc tj/ /'n.iyj aiir)
Income Status
?
?
n 01**
Upon recertification, household was determined over-income (Ol) according 10 eligibility lequircnienls ofthe pi'ogram(s)
marked above.
HOUSEHOLD CERTIFICATION & SIGNA TURES
The information on this form will be used lo determine maximum income eligibilny l/we have provided for each person(s) set forth in Part II acceptable verification olcuirenl anticipated annual income l/we ngice lo nolily ihe landlord iiinnedialelv upon any member of the household moving out ol'the unit or any new member moving in l/we agree lo notify the landlord immediately upon any member becoming a full tune student.
Under penalties of perjury. I/we certify thai the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. T he undersigned further understands that providing false representations herein constitutes an act of fraud False, misleading or incomplete information may result in the termination ol'the lease agreement.
Signature (Dale) Signature (Date)
Signature (Dale) Signature (Date)
SIGN AT U R E O E OWN E R/R E P R ES EN TAT IV E
Based on the representations herein and upon the proofs and documentation required to be .submitted, the individuals) named in Pari II of this Tenant Income Certification is are eligible under the provisions of Section 42 ofthe Internal Revenue Code, as amended, and ihe Regulatory Agreement and Declaration of Restrictive Covenants (if applicable), to live in a unit in ihis Project.
DA I F
hxhihil C
Form or Or iti k.att. or Comtmtng Program Co.mim.ianct:
'I he undersigned is die of Park Boulevard 3B LLC. and lias
read and is thoroughly familiar with the provisions ofthe various loan documents associated with the Borrower's participation in the financing by the City of Chicago, such documents including:
the Declaration of Restrictive Covenants and Regulatory Agreement dated
as of . 2021 among the Borrower and the City:
the funding Loan Agreement, dated as of _.2021 between
the Borrovver and the Issuer;
the Note, dated as of __ .2021 of the Borrovver representing
the Borrower's obligation to repay the loan made to it by the Issuer pursuant lo the funding Loan Agreement described above; and
the Borrower Loan Agreement, dated as of , 2021
between the Borrower and the Issuer;
As ofthe date of this certificate, the following number of residential units in the Project (i) are occupied by Low or Moderate Income Tenants (as such term is defined in the Regulatory Agreement) or (ii) were previously occupied by Low or Moderate Income Tenants and have been vacant and not reoccupied except for a temporary period of no more than 31 days, as indicated:
Number of units occupied by Low or Moderate
Income Tenants
Number of units prev iously occupied by Low and Moderate income tenants (vacated and not reoccupied except for a temporary period of no more than 31 days)
Total Number of Low and Moderate
Income Units
The total number of occupied
residential units in the Project is
The number of Low or Moderate Income Tenants shown above is % ofthe total
number of occupied units.
C-1
The undersigned certifies that the Borrovver is not in delault under any of the terms and provisions ofthe above documents.
Dated:
Bark Hot i i \ aki> Mi ffC.
an Illinois limited liability company
By: Park Boulevard Manager LLC
an Illinois limited liability company, its Manager
By: J.LM Manager, LLC
an Illinois limited liability
company.
its Manager
By:
.lames L. Miller, its Manager
If. 156-01 IX
Cl 12 25110813 -1
Ordinance Exhibit D Form of Redevelopment Agreement
See attached pages
D-1
[leave blank 3" x 5" space for recorder's office]
This agreement was prepared by and after recording return to:
Crystal Maher, Esq. Senior Counsel
City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602
PARK BOULEVARD 3B LLC REDEVELOPMENT AGREEMENT
This Park Boulevard 3B LLC Redevelopment Agreement (the "Agreement") is made as
of this day of , 2021, by and among the City of Chicago, an Illinois municipal
corporation (the "City"), through its Department of Planning and Development ("DPD"), and Park Boulevard 3B LLC, an Illinois limited liability company ("Owner") and 36th and State LLC, an Illinois limited liability company ("Sponsor"), wholly-owned by The Interfaith Housing Development Corporation of Chicago, an Illinois not-for-profit corporation ("Interfaith").
RECITALS:
Constitutional Authority: As a home rule unit of government under Section 6(a), Section VII of the 1970 Constitution of the State of Illinois (the "State"), the City has the power to regulate for the protection of the public health, safety, morals, and welfare of its inhabitants and, pursuant thereto, has the power to encourage private development in order to enhance the local tax base and create employment opportunities, and to enter into contractual agreements with private parties in order to achieve these goals.
Statutory Authority: The City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et seg. (2002 State Bar Edition), as amended from time-to-time (the "Act"), to finance projects that eradicate blighted conditions through the use of tax increment allocation financing for redevelopment projects.
City Council Authority: To induce redevelopment under the provisions of the Act, the City Council of the City (the 'City CounciP) adopted the following ordinances on January 14, 2004 (1)"An Ordinance of the City of Chicago, Illinois Approving a Redevelopment Plan for the 35th/State Redevelopment Project Area"; (2) 'An Ordinance of the City of Chicago, Illinois Designating the 35th/State Redevelopment Project Area as a
Redevelopment Project Area Pursuant to Tax Increment Allocation Redevelopment Act"; and (3) 'An Ordinance of the City of Chicago, Illinois Adopting Tax Increment Allocation Financing for the 35th/State Redevelopment Project Area" (the 'TIF Adoption Ordinance"). Collectively the three ordinances are defined as the "TIF Ordinances". The Redevelopment Area (as defined below) is legally described on Exhibit A.
The Project: This Agreement relates to the financing of a sub-phase of a larger residential housing development, which sub-phase will provide approximately eighty (80) residential housing units in twin five-story buildings to be located on certain property ground leased by the Owner and located within the Redevelopment Area on two parcels at (i) 41 West 36th Street (the "North Parcel"); and (ii) at 42 West 37th Street (the "South Parcel"), in Chicago, Illinois (collectively the North Parcel and the South Parcel shall be referred to as the "Property") and legally described on Exhibit B hereto, and, within the time frames set forth in Section 3.01 hereof, Owner shall commence and complete the construction of sixty-eight (68) affordable units, twelve (12) market-rate units, parking spaces, and related common areas (the "Facility"). The Facility and related improvements (including but not limited to those TIF-Funded Improvements as defined below and set forth on Exhibit C hereto) are collectively referred to herein as the "Project." The completion of the Project would not reasonably be anticipated without the financing contemplated in this Agreement.
Redevelopment Plan: The Project will be carried out in accordance with this Agreement, and the City of Chicago 35th/State Redevelopment Project Area Tax Increment Finance Program Redevelopment Plan and Project dated May 29, 2003, as revised on October 7, 2003 (the "Redevelopment Plan"), and as amended from time-to-time and attached hereto as Exhibit D.
Citv Financing: The City agrees to use, in the amounts set forth in Section 4.03 hereof, Available Incremental Taxes (as defined below), to pay for or reimburse any of the Owner Parties for the costs of TIF-Funded Improvements pursuant to the terms and conditions of this Agreement.
In addition, as described in Section 8.05 hereof, the City may, in its discretion, issue tax increment allocation bonds ("TIF Bonds") secured by Incremental Taxes (as defined herein) pursuant to a TIF bond ordinance (the "TIF Bond Ordinance"), the proceeds of which (the "TIF Bond Proceeds") may be used to pay for the costs of the TIF-Funded Improvements not previously paid for from Available Incremental Taxes, or in order to reimburse the City for the costs of TIF-Funded Improvements; provided, however, that any such amendments shall not have a material adverse effect on the Owner Parties or the Project; provided, further, that the proceeds of TIF Bonds issued on a tax-exempt basis cannot be used as a source of City Funds or to repay the City Funds.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT:
SECTION 1: RECITALS
The recitals stated above are an integral part of this Agreement and are hereby incorporated into this Agreement by reference and made a part of this Agreement
SECTION TWO: DEFINITIONS
For purposes of this Agreement the following terms shall have the meanings stated
below:
"35th/State Redevelopment Area" has the meaning defined in the recitals.
"35th/State Redevelopment Project Area Special Tax Allocation Fund" means the special tax allocation fund created by the City in connection with the Redevelopment Area into which the Incremental Taxes (as defined below) will be deposited.
"Act" has the meaning defined in the recitals.
"Actual Residents of the City" has the meaning defined for such phrase in Section 10.02(c).
"Affiliate" means any individual, corporation, partner, partnership, trust or entity which owns or controls a controlling interest, or is owned or controlled by, or is under common ownership or control with, in whole or in part, an Owner Party or any successor to an Owner Party or its respective subsidiary(ies) or parent(s).
"Agreement" has the meaning defined in the Agreement preamble.
"AMI" shall mean Chicago-area median income, adjusted for family size (as defined in 24 C.F.R. Part 5.403), as determined from time to time by HUD.
"Annual Compliance Report" shall mean a signed report from the Owner to the City (a) itemizing each of the Owner Parties' obligations under this Agreement during the preceding calendar year, (b) certifying the Owner Parties' compliance or noncompliance with such obligations, (c) attaching evidence (whether or not previously submitted to the City) of such compliance or noncompliance and (d) certifying that the Owner Parties are not in default with respect to any provision of the Agreement, the agreements evidencing the Lender Financing, if any, or any related agreements; provided, that the obligations to be covered by the Annual Compliance Report shall include the following: (1) delivery of Financial Statements and unaudited financial statements (Section 8.12); (2) delivery of updated insurance certificates, if applicable (Section 8.13); (3) delivery of evidence of payment of Non-Governmental Charges, if applicable (Section 8.14); (4) compliance with the Affordability Requirements (Section 8.19); and (5) compliance with all other executory provisions ofthe Agreement.
"Available Incremental Taxes" shall mean an amount equal to the Incremental Taxes deposited in the TIF Fund attributable to the taxes levied on the Redevelopment Area as ofthe date any payment is made under this Agreement to any of the Owner Parties and not pledged to the following prior obligations in the Redevelopment Area:
OBLIGATION AMOUNT
RDA - Park Blvd Phase 1 $ 4,219,703
RDA - Townsend Chicago LLC $ 5,500,000
RDA - Armour Building Redevelopment $ 8,077,141
"Business Day" means any day other than Saturday, Sunday or a legal holiday in the
State
"Certificate" means the Certificate of Completion of Construction described in Section
"CHA" shall mean Chicago Housing Authority, an Illinois municipal corporation.
"CHA Loan" shall mean the loan from the CHA to the Owner in the original principal amount referenced on the Project Budget (as defined below).
"Change Order" means any amendment or modification to the Scope Drawings, the Plans and Specifications, or the Project Budget (all as defined below) within the scope of Section 3.04.
"Citv" has the meaning defined in the Agreement preamble. "Citv Contract" has the meaning defined in Section 8.01 (m).
"Citv Council" means the City Council ofthe City of Chicago as defined in the recitals. "Citv Funds" means the funds described in Section 4.03(b).
"Closing Date" means the date of execution and delivery of this Agreement by all parties hereto.
"Construction Contract" means that certain contract entered into between Owner and the General Contractor (as defined below) providing for construction of the TIF-Funded Improvements, with a joinder by Sponsor.
"Construction Program" has the meaning defined in Section 10.03.
"Corporation Counsel" means the City's Office of Corporation Counsel.
"DPD" has the meaning defined in the Agreement preamble.
"Employer(s)" has the meaning defined in Section 10.01.
"Environmental Laws" means any and all Federal, State or local statutes, laws, regulations, ordinances, codes, rules, orders, licenses, judgments, decrees or requirements relating to public health and safety and the environment now or hereafter in force, as amended and hereafter amended, including but not limited to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seg.); (ii) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1802 et seg ); (iv) the Resource Conservation and Recovery Act (42 U.S.C. Section 6902 et seg.); (v) the Clean Air Act (42 U.S.C. Section 7401 et seg.); (vi) the Clean Water Act (33 U.S.C. Section 1251 et seg.); (vii) the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seg ); (ix) the Illinois Environmental Protection Act (415 ILCS 5/1 et seg.); and (x) the Municipal Code of Chicago (as defined below).
"Eguity" means funds of Owner Parties (other than funds derived from Lender Financing (as defined below)) available for the Project which amount may be increased under Section 4.07 (Cost Overruns).
'Escrow" shall mean the construction escrow established pursuant to the Escrow Agreement
"Escrow Agreement" shall mean the Escrow Agreement establishing a construction
escrow, entered into by the Title Company (or an affiliate of the Title Company), one or more of the Owner Parties, and Owner's lenders.
"Event of Default" has the meaning defined in Section 15.01.
"Existing Materials" shall mean the Hazardous Materials and other environmental conditions described in any SRP reports existing on the Property prior to or as of the Closing Date.
"Existing Mortgages" has the meaning defined in Section 16.01.
"Financial Statements" shall mean complete audited financial statements of the Owner Parties prepared by a certified public accountant in accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods.
"General Contractor" means the general contractor(s) hired by Owner under Section
6.01.
"Governmental Charge" has the meaning defined in Section 8.18(a).
"Ground Lease" shall mean the ground lease between the CHA and Sponsor (or other entity acceptable to DPD's Commissioner), as assigned, assumed and amended by and among CHA, Sponsor and Owner.
"Hazardous Materials" means any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Law, or any pollutant or contaminant, and shall include, but not be limited to, petroleum (including crude oil), any radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.
"HUD" shall mean the U.S. Department of Housing and Urban Development.
"Incremental Taxes" means such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/11-74.4-8(b) ofthe Act, are allocated to, and when collected are paid to, the Treasurer of the City for deposit by the Treasurer into a special tax allocation fund established to pay Redevelopment Project Costs (as defined below) and obligations incurred in the payment thereof, such fund for the purposes of this Agreement being the 35th/State Redevelopment Project Area Special Tax Allocation Fund.
"Lender" means any lender providing Lender Financing.
"Lender Financing" means funds borrowed by Owner from lenders and available to pay for costs of the Project, in the amount stated in the Project Budget.
"MBE(s)" has the meaning defined in Section 10.03
"MBE/WBE Program" has the meaning defined in Section 10.03.
"Municipal Code" means the Municipal Code of the City of Chicago as presently in effect and as hereafter amended from time to time.
"NFRL" shall mean a No Further Remediation Letter issued pursuant to the SRP
"Non-Governmental Charges" means all non-governmental charges, liens, claims, or encumbrances relating to Owner Parties, the Property or the Project.
"Owner" has the meaning defined in the Agreement preamble.
"Owner Parties" means, collectively, Owner and Sponsor.
"Permitted Liens" means those liens and encumbrances against the buildings in the Project and/or the Project stated in Exhibit E.
"Plans and Specifications" means final construction documents containing a site plan and working drawings and specifications for the Project
"Prior Expenditure(s)" has the meaning defined in Section 4.06.
"Project" has the meaning defined in the recitals.
"Project Budget" shall mean the budget attached hereto as Exhibit F, showing the total cost of the Project by line item, furnished by the Owner to DPD, in accordance with Section 3.03 hereof.
"Property" has the meaning defined in the recitals.
"Recorded Affordability Documents" means, collectively: that certain Low Income Housing Tax Credit Regulatory Agreement by and between the City and Owner dated the date hereof; that certain Donations Tax Credit Regulatory Agreement by and between the City, Owner and Interfaith dated the date hereof; that certain RAD Use Agreement by and between the CHA and Owner for the benefit of HUD dated as of the date hereof; and that certain CHA Asset Management Fee Agreement between CHA and the Owner dated as of the date hereof.
"Redevelopment Area" means the redevelopment project area as legally described in Exhibit A
"Redevelopment Plan" has the meaning defined in the recitals.
"Redevelopment Project Costs" means redevelopment project costs as defined in Section 5/11-74.4-3(q) of the Act that are included in the budget stated in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.
Requisition Form" shall mean the document, in the form attached hereto as Exhibit J, to be delivered by the Owner to DPD pursuant to Section 4.04 of this Agreement.
"Scope Drawings" means preliminary construction documents containing a site plan and preliminary drawings and specifications for the Project.
"Site Plan" has the meaning defined in the recitals.
"SRP" means the State of Illinois Site Remediation Program, as codified at 415 ILCS 5/58, et seq., as amended from time to time.
"State" means the State of Illinois as defined in the recitals
"Survey" means an urban plat of survey in the most recently revised form of ALTA/ACSM land title survey of the Property dated within 45 days prior to the Closing Date,
reasonably acceptable in form and content to the City and the Title Company, prepared by a surveyor registered in the State, certified to the City and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and any updates thereof to reflect improvements to the Property as required by the City or the lender(s) providing Lender Financing, if any).
"Term of the Agreement' shall mean the period commencing on the Closing Date and ending on the date that is the thirty (30) year anniversary ofthe issuance ofthe Certificate.
"TIF Adoption Ordinance" has the meaning stated in the recitals.
"TIF Bonds" has the meaning defined for such term in the recitals.
"TIF Bond Ordinance" has the meaning stated in the recitals.
"TIF Bond Proceeds" has the meaning stated in the recitals.
"TIF Ordinances" has the meaning stated in the recitals.
"TIF-Funded Improvements" means those improvements of the Project which: (i) qualify as Redevelopment Project Costs, (ii) are eligible costs under the Redevelopment Plan and (iii) the City has agreed to pay for out of the City Funds, subject to the terms of this Agreement, and (iv) are stated in Exhibit C.
"Title Company" means Stewart Title Guaranty Company.
"Title Policy" means a leasehold title insurance policy in the most recently revised ALTA or equivalent form, showing Owner as the insured, noting the recording of this Agreement as an encumbrance against the Property, and a subordination agreement in favor of the City with respect to previously recorded liens against the Project related to Lender Financing, if any, issued by the Title Company.
"WARN Act" means the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et seq.).
"WBE(s)" has the meaning defined in Section 10.03.
The Project. With respect to the Facility, the Owner will: (i) begin construction no later than six (6) months after the Closing Date, and (ii) complete construction no later than thirty-six (36) months ofthe commencement of construction.
Scope Drawings and Plans and Specifications. The Owner has delivered the Scope Drawings and Plans and Specifications to DPD and DPD has approved same. After such initial approval, subsequent proposed changes to the Scope Drawings or Plans and Specifications shall be submitted to DPD as a Change Order pursuant to Section 3.04 hereof. The Scope Drawings and Plans and Specifications shall at all times conform to the Redevelopment Plan and all applicable federal, state and local laws, ordinances and regulations. The Owner shall submit all necessary documents to the City's Building Department, Department of Transportation and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project.
Project Budget The Owner has furnished to DPD, and DPD has approved, a Project Budget showing total costs for the Project in the approximate amount of not less than
$43,043,665. The Owner hereby certifies to the City that together with the City Funds (a) it has Lender Financing and Equity in an amount sufficient to pay for all Project costs; and (b) the Project Budget is true, correct and complete in all material respects. The Owner shall promptly deliver to DPD certified copies of any Change Orders with respect to the Project Budget for approval pursuant to Section 3.04 hereof.
Change Orders All Change Orders (and documentation substantiating the need and identifying the source of funding therefor) relating to changes to the Project must be submitted by the Owner to DPD. The Owner shall not authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to the receipt by the Owner of DPD's written approval, which shall not be unreasonably withheld, conditioned or delayed. The Construction Contract, and each contract between the General Contractor and any subcontractor, shall contain a provision to this effect. An approved Change Order shall not be deemed to imply any obligation on the part of the City to increase the amount of City Funds which the City has pledged pursuant to this Agreement or provide any other additional assistance to the Owner.
DPD Approval. Any approval granted by DPD of the Scope Drawings, Plans and Specifications and the Change Orders is for the purposes of this Agreement only and does not affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by DPD pursuant to this Agreement constitute approval of the quality, structural soundness or safety of the Property or the Project.
Other Approvals. Any DPD approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of, the Owner's obligations to comply with the provisions of Section 5.03 (Other Governmental Approvals) hereof. The Owner shall not commence construction of the Project until the Owner has obtained all necessary permits and approvals (including but not limited to DPD's approval of the Scope Drawings and Plans and Specifications) and proof of the General Contractor's and each subcontractor's bonding as required hereunder.
Progress Reports and Survey Updates. The Owner shall provide DPD with written quarterly progress reports detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date being considered a Change Order, requiring DPD's written approval pursuant to Section 3.04) The Owner shall provide three (3) copies of an updated Survey to DPD upon the request of DPD or any lender providing Lender Financing, reflecting improvements made to the Property.
Inspecting Agent or Architect. An inspecting agent or architect which may be the lender's (providing Lender Financing) architect or agent shall perform periodic inspections with respect to the Project, providing certifications with respect thereto to DPD, prior to requests for disbursement for costs related to the Project hereunder
Barricades Prior to commencing any construction requiring barricades, the Owner shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable federal, state or City laws, ordinances and regulations DPD retains the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades.
Signs and Public Relations The Owner shall erect a sign of size and style approved by the City in a conspicuous location on the Property during the Project, indicating
that financing has been provided by the City. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Owner Parties, the Property and the Project in the City's promotional literature and communications.
Utility Connections. The Owner may connect all on-site water, sanitary, storm and sewer lines constructed on the Property to City utility lines existing on or near the perimeter of the Property, provided the Owner first complies with all City requirements governing such connections, including the payment of customary fees and costs related thereto.
Permit Fees. In connection with the Project, the Owner shall be obligated to pay only those building, permit, engineering, tap on and inspection fees that are assessed on a uniform basis throughout the City of Chicago and are of general applicability to other property within the City of Chicago.
Environmental Features. The Project will meet 100 points on the City's Sustainable Design Checklist and will conform to the energy efficiency requirements of the Planned Unit Development approved by the City for the Project and as listed on Exhibit G hereto.
SECTION 4. FINANCING
Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $43,043,665, to be applied in the manner stated in the Project Budget and funded from sources identified on Exhibit F.
Owner Funds. Equity, the City Funds and Lender Financing will be used to pay all Project costs, including but not limited to costs, of TIF-Funded Improvements.
City Funds.
Uses of City Funds.
City Funds may only be used to pay directly or reimburse Sponsor and/or the Owner for costs of TIF-Funded Improvements that constitute Redevelopment Project Costs. Exhibit C sets forth, by line item, the TIF-Funded Improvements for the Project, and the maximum amount of costs that may be paid by or reimbursed from City Funds for each line item therein (subject to Sections 4.03(b)), contingent upon receipt by the City of documentation satisfactory in form and substance to DPD evidencing such cost and its eligibility as a Redevelopment Project Cost. Sponsor shall be required to loan or contribute any City Funds paid to Sponsor to the Owner to reimburse the Owner for the costs of TIF-Funded Improvements or directly pay for the costs of the TIF-Funded Improvements. The City hereby represents that except for the Prior Obligations the City has not made a senior or superior pledge of Incremental Taxes to any entity, party or person.
Sources of City Funds Subject to the terms and conditions of this Agreement, including but not limited to this Section 4.03 and Section 5 hereof, the City hereby agrees to provide City funds (the "City Funds") from the sources and in the amounts described directly below to pay for or reimburse any of the Owner Parties for the costs of the TIF-Funded Improvements:
Source of City Funds Maximum Amount
Available Incremental Taxes and/or TIF Bond proceeds
provided, however, that the total amount of City Funds expended for TIF-Funded Improvements shall be an amount not to exceed $6,000,000; and provided further, that the $6,000,000 to be derived from Available Incremental Taxes and/or TIF Bond proceeds, if any, shall be available to pay costs related to TIF-Funded Improvements and allocated by the City for that purpose only so long as the amount of the Available Incremental Taxes deposited into the TIF Fund shall be sufficient to pay for such costs. The City Funds shall be disbursed in three (4) installments as follows:
The first installment of City Funds in the amount of $3,000,000 shall be paid upon fifty percent (50%) of construction completion;
The second installment of City Funds in the amount of $1,800,000 shall be paid upon eighty percent (80%) of construction completion; and
The third installment of City Funds in the amount of $600,000 shall be paid upon one hundred percent (100%) of construction completion
The fourth installment of City Funds in the amount of $600,000 shall be paid upon the issuance ofthe Certificate.
The Owner Parties acknowledge and agree that the City's obligation to pay for TIF-Funded Improvements up to a maximum of $6,000,000 is contingent upon the fulfillment of the foregoing conditions. If such conditions are not fulfilled, the amount of Equity to be contributed by the Owner Parties pursuant to Section 4.01 hereof shall increase proportionately.
4.04 Construction Escrow; Requisition Form. DPD must approve disbursements of the City Funds from the Escrow. The Owner shall submit a Requisition Form prior to each disbursement of City Funds. The Owner shall meet with DPD at the request of DPD to discuss the Requisition Form(s) previously delivered.
Treatment of Prior Expenditures and Subsequent Disbursements.
(a) Prior Expenditures. Only those expenditures made by any of the Owner Parties with
respect to the Project prior to the Closing Date, evidenced by documentation satisfactory to
DPD and approved by DPD as satisfying costs covered in the Project Budget, shall be
considered previously contributed Equity or Lender Financing hereunder (the "Prior
Expenditures"). Exhibit H hereto sets forth the prior expenditures approved by DPD as of the
date hereof as Prior Expenditures. Prior Expenditures made for items other than TIF-Funded
Improvements shall not be reimbursed to any of the Owner Parties by the City with City Funds
but may be eligible for reimbursement through the Lender Financing or Equity identified in
Section 4.01 hereof.
(b) Allocation Among Line Items. Disbursements for expenditures related to TIF-
Funded Improvements may be allocated to and charged against the appropriate line only, with
transfers of costs and expenses from one line item to another, without the prior written consent
of DPD, being prohibited; provided, however, that such transfers among line items, in an
amount not to exceed $50,000 or $100,000 in the aggregate, may be made without the prior
written consent of DPD
Cost Overruns If the aggregate cost of the TIF-Funded Improvements exceeds City Funds available pursuant to Section 4.03 hereof, or if the cost of completing the Project exceeds the Project Budget, the Owner shall be solely responsible for such excess cost and
shall hold the City harmless from any and all costs and expenses of completing the TIF-Funded Improvements in excess of City Funds and of completing the Project.
4.07 Preconditions of Disbursement. Prior to each disbursement of City Funds hereunder, one or more of the Owner Parties shall submit documentation regarding the applicable expenditures to DPD which shall be satisfactory to DPD in its sole discretion. Delivery by one or more of the Owner Parties to DPD of any request for disbursement of City Funds hereunder shall, in addition to the items therein expressly set forth, constitute a certification to the City, as of the date of such request for disbursement, that:
the total amount of the Requisition Form represents the actual cost of the actual amount payable to (or paid to) the contractors who have performed work on the Project, and/or their payees, and/or (ii) the architect for the inspections performed in monitoring the construction of the Project;
all amounts shown as previous payments on the current Requisition Form have been paid to the parties entitled to such payment;
the Owner has approved all work and materials for the current Requisition Form, and such work and materials conform to the Plans and Specifications;
the representations and warranties contained in this Redevelopment Agreement are true and correct and the Owner Parties are in compliance with all covenants contained herein;
none ofthe Owner Parties have received notice and have no knowledge of any liens or claim of lien either filed or threatened against the Property except for the Permitted Liens, or liens bonded over by the Owner or insured by the Title Company;
no Event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default exists or has occurred; and
the Project is In Balance. The Project shall be deemed to be in balance (Tn Balance") only if the total of the Available Project Funds (as defined hereinafter) equals or exceeds the aggregate of the amount necessary to pay all unpaid Project costs incurred or to be incurred in the completion of the Project. "Available Project Funds" as used herein shall mean: (i) the undisbursed City Funds; (ii) the undisbursed Lender Financing, if any; (iii) the undisbursed Equity and (iv) any other amounts deposited by any of the Owner Parties pursuant to this Agreement. The Owner hereby agrees that, if the Project is not In Balance, the Owner shall, within 10 days after a written request by the City, deposit with the escrow agent or will make available (in a manner acceptable to the City), cash in an amount that will place the Project In Balance, which deposit shall first be exhausted before any further disbursement ofthe City Funds shall be made.
The City shall have the right, in its discretion, to require the Owner Parties to submit further documentation as the City may require in order to verify that the matters certified to above are true and correct, and any disbursement by the City shall be subject to the City's review and approval of such documentation and its satisfaction that such certifications are true and correct, provided, however, that nothing in this sentence shall be deemed to prevent the City from relying on such certifications by the Owner Parties. In addition, the Owner Parties shall have satisfied all other preconditions of disbursement of City Funds for each disbursement, including but not limited to requirements set forth in the TIF Bond Ordinance, if any, the TIF Bonds, if any, the TIF Ordinances, this Agreement and/or the Escrow Agreement.
Notwithstanding any other provision in this Agreement, the City shall not terminate this Agreement or suspend disbursement of the City Funds upon the occurrence of an Event of Default unless foreclosure proceedings have been commenced under any mortgage securing any Lender Financing or a deed in lieu of such foreclosure has been executed and delivered and provided that no lender providing Lender Financing has cured the Event of Default within the curative time period provided underSection 15.03.
4.08 Sale or Transfer of the Property or Project by Owner.
Prior to the Date of Issuance of the Certificate. Owner must obtain the prior approval of the City for any sale or transfer of any part of the Property or the Project prior to the issuance of the Certificate. Such approval by the City will be subject to the reasonable discretion requirement stated in Section 18.14.
After the Date of Issuance of the Certificate. After the date of the Certificate, Owner need not obtain prior approval for any sale or transfer of any part of the Property or the Project. Owner must, however, notify the City not less than 60 days before any closing of such sale of Owner's intention to sell any part of the Property or the Project Owner must provide the City with true and correct copies of any contract for sale and related documents as part of such notice.
Conditional Grant. The City Funds being provided hereunder are being granted on a conditional basis, subject to the Owner Parties' compliance with the provisions of this Agreement. The City Funds disbursed are subject to being reimbursed upon the Owner Parties' noncompliance with the provisions of this Agreement.
Permitted Transfers. Notwithstanding anything herein to the contrary, City will permit (i) the investor member to remove the Manager as the manager of the Owner, in accordance with the Owner's operating agreement (the "Operating Agreement"), provided the substitute managing member is acceptable to City in its reasonable discretion and the City provides its written consent (except no consent of the City shall be required under this Agreement if the substitute managing member is an affiliate of the investor member), (ii) the Manager to pledge a Lender that is providing Lender Financing all of the Manager's rights, title and interest in and to the Owner Parties and under the Operating Agreement as collateral for the Owner Parties' obligations under the loans made or to be made by the Lender to Owner Parties) and (iii) a transfer by the investor member of its member interest after the Closing Date to an unaffiliated entity with the prior written consent of the City; provided, however, that the prior written consent of DPD shall not be required for a transfer by the investor member of its member interest after the Closing Date to an affiliated entity or an affiliate of investor member, but prior written notice to DPD is required; (iv) a transfer pursuant to a foreclosure, deed in lieu of foreclosure or similar action, of the senior mortgage; and (v) a transfer pursuant to the CHA Right of First Refusal Agreement.
SECTION 5. CONDITIONS PRECEDENT
The following conditions have been complied with to the City's satisfaction on or prior to the Closing Date
5.01 Project Budget. The Owner has submitted to DPD, and DPD has approved, a Project Budget in accordance with the provisions of Section 3.03 hereof
Scope Drawings and Plans and Specifications. The Owner has submitted to DPD, and DPD has approved, the Scope Drawings and Plans and Specifications in accordance with the provisions of Section 3.02 hereof.
Other Governmental Approvals The Owner has secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to DPD.
Financing. The Owner has furnished proof reasonably acceptable to the City that the Owner has Equity and Lender Financing in the amounts set forth in Section 4.01 hereof to complete the Project and satisfy its obligations under this Agreement. If a portion of such funds consists of Lender Financing, the Owner has furnished proof as of the Closing Date that the proceeds thereof are available to be drawn upon by the Owner as needed and are sufficient (along with the Equity and other sources set forth in Exhibit H) to complete the Project. Any liens against the Property in existence at the Closing Date have been subordinated to certain encumbrances of the City set forth herein pursuant to a subordination agreement, in a form acceptable to the City and such Lender, executed on or prior to the Closing Date, which is to be recorded, at the expense of the Owner, with the Office of the Recorder of Deeds of Cook County.
Acquisition and Title. On the Closing Date, the Owner has furnished the City with a copy of the Title Policy for the Property, certified by the Title Company, showing the Owner as the named insured. The Title Policy is dated as ofthe Closing Date and contains only those title exceptions listed as Permitted Liens on Exhibit G hereto and evidences the recording of this Agreement pursuant to the provisions of Section 8.18 hereof. The Title Policy also contains such endorsements as shall be required by Corporation Counsel, including, but not limited to: an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking), contiguity, location, access and survey. The Owner has provided to DPD on or prior to the Closing Date certified copies of all easements and encumbrances of record with respect to the Property not addressed, to DPD's satisfaction, by the Title Policy and any endorsements thereto.
Evidence of Clean Title The Owner, at its own expense, has provided the City with searches as follows:
Secretary of State Secretary of State
Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U S. District Court
Clerk of Circuit Court, Cook County
UCC search Federal tax search UCC search Fixtures search Federal tax search State tax search
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
showing no liens against the Owner Parties, the Property or any fixtures now or hereafter affixed thereto, except forthe Permitted Liens.
5.07 Surveys. Owner has furnished the City with three (3) copies of the Survey
5.08 Insurance. Owner, at its own expense, has insured the Property in accordance
with Section 12 hereof, and has delivered certificates required pursuant to Section 12 hereof
evidencing the required coverages to DPD.
Opinion of the Owner Parties' Counsel On the Closing Date, the Owner Parties have furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit I, with such changes as required by or acceptable to Corporation Counsel. If any ofthe Owner Parties have engaged special counsel in connection with the Project, and such special counsel is unwilling or unable to give some of the opinions set forth in Exhibit I hereto, such opinions were obtained by the Owner Parties from their general corporate counsel.
Evidence of Prior Expenditures One or more of the Owner Parties have provided evidence satisfactory to DPD in its sole discretion of the Prior Expenditures in accordance with the provisions of Section 4.05(a) hereof.
Financial Statements. The Owner Parties shall provide Financial Statements to DPD for their most recent fiscal year and audited or unaudited interim financial statements.
Documentation. The Owner Parties have provided documentation to DPD, satisfactory in form and substance to DPD, with respect to current employment matters including the reports described in Section 8.06
Environmental Owner will have provided DPD with copies of all Phase I environmental audits completed with respect to the Property, if any, and a letter from the environmental engineer(s) who completed such audit(s), authorizing the City to rely on such audits. If environmental issues exist on the Property, the City will require a Final NFR Letter from the Illinois Environmental Protection Agency ("IEPA") that all identified environmental issues have been or will be resolved to its satisfaction. Owner acknowledges that the City will not issue a Certificate of Occupancy for any buildings constructed on the Property until the IEPA has issued, the City has approved, and the Owner has recorded with the Office of the Recorder of Deeds of Cook County, a Final NFR Letter for the Property, which approval shall not be unreasonably withheld.
Corporate Documents; Economic Disclosure Statement. Owner has provided a copy of its certificate of organization containing the original certification of the Secretary of State of Illinois; Owner's certificate of existence from the Secretary of State of Illinois; a certified copy of Owner's operating agreement; an incumbency certificate for each Owner and Sponsor; certificate of good standing for Sponsor of the Secretary of State; copies of the Sponsor's articles of organization containing the original certification of the Secretary of State, member's certificate for Sponsor. Owner and Sponsor have each provided to the City an Economic Disclosure Statement, in the City's then current form, dated as ofthe Closing Date.
Litigation. The Owner Parties have provided to Corporation Counsel and DPD, a description of all pending or threatened litigation or administrative proceedings involving the Owner Parties, specifying, in each case, the amount of each claim, an estimate of probable liability, the amount of any reserves taken in connection therewith and whether (and to what extent) such potential liability is covered by insurance.
SECTION 6. AGREEMENTS WITH CONTRACTORS
6.01 Bid Reguirement for Contractors The Owner has selected Walsh ll/GMA JV 2, a joint venture between Walsh Construction, an Illinois corporation, and GMA Construction Group, an Illinois corporation, as the General Contractor Owner shall cause the General Contractor to solicit bids from one or more qualified subcontractors eligible to do business in the City of Chicago. The Owner shall submit copies of the Construction Contract to DOH in accordance with Section 6.02 below. Photocopies of all subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to DOH within five (5)
business days of the execution thereof. The Owner Parties shall ensure that no contractors shall begin work on the Project until the Plans and Specifications have been approved by DOH and all requisite permits have been obtained.
Construction Contract. The Owner shall deliver to DPD a copy of the Construction Contract with the General Contractor selected to handle the Project in accordance with Section 6.01 above, for DPD's prior written approval, which shall be granted or denied within ten (10) business days after delivery thereof,
Performance and Payment Bonds. Prior to the commencement of any portion of the Project which includes work on the public way, the Owner Parties shall require that the General Contractor be bonded for its payment by sureties having an AA rating or better.
Employment Opportunitv. The Owner Parties shall contractually obligate and cause the General Contractor, and the General Contractor shall cause each of its subcontractors, to agree to the provisions of Section 10 hereof.
Other Provisions. In addition to the requirements of this Section 6, the Construction Contract and each contract with any subcontractor shall contain provisions required pursuant to Section 3.04 (Change Orders), Section 8.08 (Prevailing Wage), Section 10.01(e) (Employment Opportunity), Section 10.02 (City Resident Employment Requirement), Section 10.03 (MBEAA/BE Requirements, as applicable), Section 12 (Insurance) and Section 14.01 (Books and Records) hereof. Photocopies of all contracts or subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to DPD within five (5) business days ofthe execution thereof
SECTION 7. COMPLETION OF CONSTRUCTION
7.01 Certificate of Completion of Construction. Upon completion of the construction of the Project in accordance with the terms of this Agreement, and upon the Owner Parties' written request, DPD shall issue to the Owner Parties a Certificate, in recordable form certifying that the Owner Parties have fulfilled their obligation to complete the Project in accordance with the terms of this Agreement. DPD shall respond to the Owner Parties' written request for a Certificate within forty-five (45) days by issuing either a Certificate or a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Owner Parties in order to obtain the Certificate. The Owner Parties may resubmit a written request for a Certificate upon completion of such measures. DPD shall not issue a Certificate until all of the following conditions are met by the Owner:
receipt of a Certificate of Occupancy or other evidence acceptable to DPD that the Owner has complied with building permit requirements for the Project; 100% of the Project has been constructed and the architect of record has issued a certificate of substantial completion;
Evidence that Owner has incurred TIF-eligible costs, in an equal amount to, or greater than, $6,000,000;
in. The City's monitoring and compliance unit has verified that, at the time the Certificate is issued, the Owner is in full compliance with City requirements set forth in Section 10 and Section 8.06 (M/WBE, City Residency and Prevailing Wage) with respect to construction of the Project, and that 100% of the Owner's MBE/WBE Commitment in Section 10.03 has been fulfilled;
The Owner has provided (1) evidence of installation of the environmental features as detailed on Exhibit G, and (2) an affidavit from its architect certifying that the Facility will achieve 100 points on the Chicago Sustainable Design Checklist; and
There exists neither an Event of Default (after any applicable cure period) which is continuing nor a condition nor event which, with the giving of notice or passage of time or both, would constitute an Event of Default.
Effect of Issuance of Certificate; Continuing Obligations The Certificate relates only to the construction of the Project, and upon its issuance, the City will certify that the terms of the Agreement specifically related to the Owner Parties' obligation to complete such activities have been satisfied. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein will continue to remain in full force and effect throughout the Term of the Agreement as to the parties described in the following paragraph, and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.
Those covenants specifically described at Sections 8.02, 8.06, 8.18 and 8.19 as covenants that run with the land are the only covenants in this Agreement intended to be binding upon any transferee of the Property (including an assignee as described in the following sentence) throughout the Term of the Agreement notwithstanding the issuance of a Certificate; provided, that upon the issuance of a Certificate, the covenants set forth in Section 8.02 shall be deemed to have been fulfilled. The other executory terms of this Agreement that remain after the issuance of a Certificate shall be binding only upon the Owner Parties or a permitted assignee of the Owner Parties who, pursuant to Section 18.15 of this Agreement, has contracted to take an assignment of the Owner Parties' rights under this Agreement and assume the Owner Parties' liabilities hereunder.
Failure to Complete. If the Owner Parties fail to complete the Project in accordance with the terms of this Agreement, then the City has, but shall not be limited to, any ofthe following rights and remedies:
the right to terminate this Agreement and cease all disbursement of City Funds not yet disbursed pursuant hereto;
the right (but not the obligation) to complete those TIF-Funded Improvements that are public improvements and to pay for the costs of TIF-Funded Improvements (including interest costs) out of City Funds or other City monies. In the event that the aggregate cost of completing the TIF-Funded Improvements exceeds the amount of City Funds available pursuant to Section 4.01, the Owner Parties shall reimburse the City for all reasonable costs and expenses incurred by the City in completing such TIF-Funded Improvements in excess of the available City Funds; and
the right to seek reimbursement of the City Funds from the Owner Parties.
Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DPD shall provide the Owner Parties at the Owner Parties' written request, with a written notice in recordable form stating that the Term of the Agreement has expired
SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE OWNER PARTIES.
8.01 General Each ofthe Owner and the Sponsor represent, warrant and covenant, as applicable, as of the date of this Agreement and as of the date of each disbursement of City Funds hereunder, that (each of the Owner Parties makes the following representations, warranties, and covenants only with respect to itself and not the other Owner Parties):
the Owner is an Illinois limited liability company duly organized, validly existing, qualified to do business in Illinois, and licensed to do business in any other state where, due to the nature of its activities or properties, such qualification or license is required, Sponsor is an Illinois limited liability company, duly organized, validly existing, qualified to do business in Illinois, and licensed to do business any other state where, due to the nature of its activities or properties, such qualification or license is required;
the Owner Parties have the right, power and authority to enter into, execute, deliver and perform this Agreement;
the execution, delivery and performance by the Owner Parties of this Agreement has been duly authorized by all necessary company action, as applicable, and does not and will not violate its organizational documents, any applicable provision of law, or constitute a breach of, default under or require any consent under any agreement, instrument or document to which any one of the Owner Parties is now a party or by which any one of the Owner Parties is now or may become bound;
Owner shall acquire and shall maintain a good, indefeasible and merchantable leasehold interest in the Property (and a fee interest in all improvements thereon) free and clear of all liens (except for the Permitted Liens, Lender Financing as disclosed in the Project Budget and non-governmental charges that the Owner is contesting in good faith pursuant to Section 8.18 hereof);
the Owner Parties are now and for the Term of the Agreement shall remain solvent and able to pay their debts as they mature;
there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Owner Parties which would impair their ability to perform under this Agreement;
the Owner Parties have and shall maintain all government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessary to conduct their business and to construct, complete and operate the Project;
the Owner Parties are not in default with respect to any indenture, loan agreement, mortgage, deed, note or any other agreement or instrument related to the borrowing of money to which any one of the Owner Parties is a party or by which any one of the Owner Parties is bound;
(i) the Financial Statements, when hereafter required to be submitted, will be, complete,
correct in all material respects and accurately present the assets, liabilities, results of operations
and financial condition ofthe Owner Parties, and there has been no material adverse change in
the assets, liabilities, results of operations or financial condition of any one of the Owner Parties
since the date of such Owner Parties most recent Financial Statements;
(j) prior to the issuance of a Certificate, the Owner Parties shall not do any of the following without the prior written consent of DPD: (1) be a party to any merger, liquidation or consolidation; (2) sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) except in the ordinary course of business or pursuant to the terms of the Ground Lease; (3) enter into any transaction outside the ordinary course of the Owner Parties' business; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations of any other person or entity (other than in connection with the financing for the Project); or (5) enter into any transaction that would cause a material and detrimental change to the Owner Parties' financial condition;
(k) the Owner has not incurred, and, prior to the issuance of a Certificate, shall not, without the prior written consent of the Commissioner of DPD, allow the existence of any liens against the Property (or improvements thereon) other than the Permitted Liens; or incur any indebtedness, secured or to be secured by the Property (or improvements thereon) or any fixtures now or hereafter attached thereto, except Lender Financing disclosed in the Project Budget; and
(I) Owner Parties have not made or caused to be made, directly or indirectly, any payment, gratuity or offer of employment in connection with the Agreement or any contract paid from the City treasury or pursuant to City ordinance, for services to any City agency ("City Contract") as an inducement for the City to enter into the Agreement or any City Contract with any one of the Owner Parties in violation of Chapter 2-156-120 of the Municipal Code of the City; and
(m) none of the Owner Parties nor any Affiliate of the Owner Parties 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 or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List and the Debarred List. For purposes of this subparagraph (m) only, the term "affiliate," when used to indicate a relationship with a specified person or entity, means a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified person or entity, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through shared ownership, a trust, a contract or otherwise.
Covenant to Redevelop. Upon DPD's approval of the Project Budget, the Scope Drawings and Plans and Specifications as provided in Sections 3.02 and 3.03 hereof, and the Owner's receipt of all required building permits and governmental approvals, the Owner Parties shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto, the TIF Ordinances, the Scope Drawings, Plans and Specifications, Project Budget and all amendments thereto, and all federal, state and local laws, ordinances, rules, regulations, executive orders and codes applicable to the Project, the Property and/or the Owner Parties. The covenants set forth in this Section shall run with the land and be binding upon any transferee but shall be deemed satisfied upon issuance by the City of a Certificate with respect thereto.
Redevelopment Plan. The Owner Parties represent that the Project is and shall follow all ofthe terms ofthe Redevelopment Plan
Use of Citv Funds. City Funds disbursed to any of the Owner Parties shall be used by the Owner Parties solely to pay for (or to reimburse the Owner Parties for their payment for) the TIF-Funded Improvements as provided in this Agreement. If the City pays any of the City Funds to Sponsor. Sponsor shall be required to loan or contribute the City Funds to the Owner, to reimburse the Owner for the costs of TIF-Funded Improvements or directly pay for the costs ofthe TIF-Funded Improvements.
TIF Bonds. The Owner Parties shall, at the request of the City, agree to any reasonable amendments to this Agreement that are necessary or desirable in order for the City to issue (in its sole discretion) TIF Bonds in connection with the Redevelopment Area, the proceeds of which may be used to reimburse the City for expenditures made in connection with, or provide a source of funds for the payment for, the TIF-Funded Improvements; provided, however, that any such amendments shall not have a material adverse effect on the Owner Parties or the Project; provided, further, that the proceeds of TIF Bonds issued on a tax-exempt basis cannot be used as a source of City Funds or to repay the City Funds. The Owner Parties shall, at the Owner Parties' expense, cooperate and provide reasonable assistance in connection with the marketing of any such TIF Bonds, including but not limited to providing written descriptions of the Project, making representations, providing information regarding its financial condition and assisting the City in preparing an offering statement with respect thereto.
Employment Opportunitv; Progress Reports. The Owner Parties covenant and agree to abide by, and contractually obligate and use reasonable efforts to cause the General Contractor (and the General Contractor shall, in turn, use reasonable efforts to cause its subcontractors) to abide by the terms set forth in Section 10 hereof. The Owner shall deliver to the City written progress reports detailing compliance with the requirements of Sections 8.08, 10.02 and 10.03 of this Agreement. Such reports shall be delivered to the City when the Project is 25%, 50%, 75% and 100% completed (based on the amount of expenditures incurred in relation to the Project Budget). If any such reports indicate a shortfall in compliance, the Owner shall also deliver a plan to DPD which shall outline, to DPD's satisfaction, the manner in which the Owner shall correct any shortfall.
Employment Profile. The Owner Parties shall submit, and contractually obligate and cause the General Contractor (and the General Contractor shall, in turn, use reasonable efforts to cause its subcontractors) to submit, to DPD, from time to time, statements of its employment profile upon DPD's request.
Prevailing Wage. On account of the CHA Loan which is part of the Lender Financing, the Project is subject to the requirements of the Davis-Bacon Act, 40 U.S.C. Section 276a et seg. Accordingly, pursuant to 820 ILCS 130/11 of the Illinois Prevailing Wage Act (820 ILCS 130/1 et seg.), the requirements of the Illinois Prevailing Wage Act shall not apply to the Project.
Arms-Length Transactions. Unless DPD has given its prior written consent with respect thereto, no Affiliate of the Owner Parties may receive any portion of City Funds, directly or indirectly, in payment for work done, services provided, or materials supplied in connection with any TIF-Funded Improvement. The Owner Parties shall provide information with respect to any entity to receive City Funds directly or indirectly (whether through payment to the Affiliate by the Owner Parties and reimbursement to the Owner Parties for such costs using City Funds, or otherwise), upon DPD's request, priorto any such disbursement.
Conflict of Interest Pursuant to Section 5/11-74.4-4(n) of the Act, the Owner Parties represent, warrant and covenant that, to the best of their knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Redevelopment Area or the Redevelopment Plan, or any consultant hired by the
City or the Owner Parties with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will own or control any interest, direct or indirect, in the Owner Parties' business, the Property or any other property in the Redevelopment Area.
Disclosure of Interest. The Owner Parties' counsel has no direct or indirect financial ownership interest in the Owner Parties, the Property or any other aspect of the Project.
Financial Statements The Owner Parties shall obtain and provide to DPD Financial Statements for the most current fiscal year ended December 31st and each December 31st thereafter for the Term of the Agreement. In addition, the Owner Parties shall submit unaudited financial statements as soon as reasonably practical following the close of each fiscal year and for such other periods as DPD may request.
Insurance. The Owner, at its own expense, shall comply with all provisions of Section 12 hereof.
Non-Governmental Charges.
Payment of Non-Governmental Charges. Except for the Permitted Liens, the Owner agrees to pay or cause to be paid when due any Non-Governmental Charge assessed or imposed upon the Project, the Property or any fixtures that are or may become attached thereto, which creates, may create, or appears to create a lien upon all or any portion of the Property or Project; provided however, that if such Non-Governmental Charge may be paid in installments, the Owner may pay the same together with any accrued interest thereon in installments as they become due and before any fine, penalty, ¦ interest, or cost may be added thereto for nonpayment. The Owner shall furnish to DPD, within thirty (30) days of DPD's request, official receipts from the appropriate entity, or other proof satisfactory to DPD, evidencing payment of the Non-Governmental Charge in question.
Right to Contest. The Owner has the right, before any delinquency occurs:
to contest or object in good faith to the amount or validity of any Non-Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted, in such manner as shall stay the collection of the contested Non-Governmental Charge, prevent the imposition of a lien or remove such lien, or prevent the sale or forfeiture of the Property (so long as no such contest or objection shall be deemed or construed to relieve, modify or extend the Owner's covenants to pay any such Non-Governmental Charge at the time and in the manner provided in this Section 8.14); or
at DPD's sole option, to furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property or any portion thereof or any fixtures that are or may be attached thereto, during the pendency of such contest, adequate to pay fully any such contested Non-Governmental Charge and all interest and penalties upon the adverse determination of such contest.
Owner Parties' Liabilities. The Owner Parties shall not enter into any transaction that would materially and adversely affect their ability to perform their obligations hereunder or to repay any material liabilities or perform any material obligations of the Owner Parties to any other person or entity. The Owner Parties shall immediately notify DPD of all events or actions
which may materially affect the Owner Parties' ability to carry on its business operations or perform its obligations under this Agreement or any other documents and agreements.
Compliance with Laws To the best of the Owner Parties' knowledge, after diligent inquiry, the Property and the Project are and shall follow all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Project and the Property. Upon the City's request, the Owner Parties shall provide evidence satisfactory to the City of such compliance.
Recording and Filing. The Owner shall cause this Agreement, certain exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed against the Property on the date hereof in the conveyance and real property records of Cook County, Illinois. The Owner shall pay all fees and charges incurred in connection with any such recording. Upon recording, the Owner shall immediately transmit to the City an executed original of this Agreement showing the date and recording number of record.
Real Estate Provisions.
(a) Governmental Charges.
Payment of Governmental Charges. The Owner agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Owner, the Property or the Project, or become due and payable, and which create, may create, or appear to create a lien upon the Owner or all or any portion of the Property or the Project. AGovernmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances (except for those assessed by foreign nations, states other than the State of Illinois, counties of the State other than Cook County, and municipalities other than the City) relating to the Owner, the Property or the Project including but not limited to real estate taxes.
Right to Contest. The Owner has the right before any delinquency occurs to contest or object in good faith to the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection of the contested Governmental Charge and prevent the imposition of a lien or the sale or forfeiture of the Property. The Owner's right to challenge real estate taxes applicable to the Property is limited as provided for in Section 8.18(c) below; provided, that such real estate taxes must be paid in full when due and may be disputed only after such payment is made. No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending the Owner's covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless the Owner has given prior written notice to DPD of the Owner's intent to contest or object to a Governmental Charge and, unless, at DPD's sole option,
the Owner shall demonstrate to DPD's satisfaction that legal proceedings instituted by the Owner contesting or objecting to a Governmental Charge shall conclusively operate to prevent or remove a lien against, or the sale or forfeiture of, all or any part of the Property to satisfy such Governmental Charge prior to final determination of such proceedings; and/or
the Owner shall furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD shall require, or a good and sufficient
undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property during the pendency of such contest, adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest.
(b) Owner's Failure To Pay Or Discharge Lien. If the Owner fails to pay any
Governmental Charge or to obtain discharge of the same, the Owner shall advise DPD
thereof in writing, at which time DPD may, but shall not be obligated to, and without
waiving or releasing any obligation or liability of the Owner under this Agreement, in
DPD's sole discretion, make such payment, or any part thereof, or obtain such discharge
and take any other action with respect thereto which DPD deems advisable. All sums so
paid by DPD, if any, and any expenses, if any, including reasonable attorneys' fees,
court costs, expenses and other charges relating thereto, shall be promptly disbursed to
DPD by the Owner. Notwithstanding anything contained herein to the contrary, this
paragraph shall not be construed to obligate the City to pay any such Governmental
Charge. Additionally, if the Owner fails to pay any Governmental Charge, the City, in its
sole discretion, may require the Owner to submit to the City audited Financial
Statements at the Owner's own expense.
(c) Real Estate Taxes.
Real Estate Tax Exemption. With respect to the Property or the Project, neither the Owner nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Owner shall, during the Term of this Agreement, seek, or authorize any exemption (as such term is used and defined in the Illinois Constitution, Article IX, Section 6 (1970)) for any year that the Redevelopment Plan is in effect, except for obtaining Class 9 designation and the exemption available for the Rental Assistance Demonstration ("RAD") units, and any exemption for which DPD has provided its prior written consent.
Covenants Running with the Land. The parties agree that the restrictions contained in this Section 8.18(c) are covenants running with the land and this Agreement shall be recorded by the Owner as a memorandum thereof, at the Owner's expense, with the Cook County Recorder of Deeds on the Closing Date. These restrictions shall be binding upon the Owner Parties and their agents, representatives, lessees, successors, assigns and transferees from and after the date hereof, provided however, that the covenants shall be released when the Redevelopment Area is no longer in effect. The Owner agrees that any sale, lease, conveyance, or transfer of title to all or any portion of the Property or Redevelopment Area from and after the date hereof shall be made explicitly subject to such covenants and restrictions. Notwithstanding anything contained in this Section 8.18(c) to the contrary, the City, in its sole discretion and by its sole action, without the joinder or concurrence of the Owner Parties, their successors or assigns, may waive and terminate the Owner Parties' covenants and agreements set forth in this Section 8.18(c).
8.19 Affordable Housing Covenant. Owner Parties agree and covenant to the City that, prior to any foreclosure of the Property by a lender providing Lender Financing, the provisions of that certain Low Income Housing Tax Credit Regulatory Agreement executed by Owner and DPD as of the date hereof shall govern the terms of Owner's obligation to provide affordable housing. Following foreclosure, if any, and from the date of such foreclosure through the Term of the Agreement, the following provisions shall govern the terms of the obligation to provide affordable housing under this Agreement:
(a) The Facility shall be operated and maintained solely as residential rental housing with the exception of a leasing and property management office and parking spaces,
Twelve (12) residential housing units in the Facility shall be leased to market rate households;
Sixty-Eight (68) units in the Facility have monthly rents not in excess of thirty percent (30%) of the maximum allowable income for a Low Income Family (with the applicable Family size for such units determined in accordance with the rules specified in Section 42(g)(2) of the Internal Revenue Code of 1986, as amended); provided, however, that for any unit occupied by a Family (as defined below) that no longer qualifies as a Low Income Family due to an increase in such Family's income since the date of its initial occupancy of such unit, the maximum monthly rent for such unit shall not exceed thirty percent (30%) of such Family's monthly income; and
As used in this Section 8.19, the following terms have the following meanings:
"Family" shall mean one or more individuals, whether or not related by blood or marriage; and
"Low Income Families" shall mean Families whose annual income does not exceed eighty percent (80%) of the Chicago-area median income, adjusted for Family size, as such annual income and Chicago-area median income are determined from time to time by the United States Department of Housing and Urban Development, and thereafter such income limits shall apply to this definition.
(e) The covenants set forth in this Section 8.19 shall run with the land and be binding
upon any transferee.
Survival of Covenants. All warranties, representations, covenants and agreements of the Owner Parties contained in this Section 8 and elsewhere in this Agreement shall be true, accurate and complete at the time of the Owner Parties' execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and (except as provided in Section 7 hereof upon the issuance of a Certificate) shall be in effect throughout the Term of the Agreement.
Annual Compliance Report. Beginning with the issuance of the Certificate and continuing throughout the Term of the Agreement, the Owner shall submit to DPD the Annual Compliance Report within 30 days after the end of the calendar year to which the Annual Compliance Report relates.
SECTION 9. COVENANTS/REPRESENTATIONS/WARRANTIES OF CITY
General Covenants. The City represents that it has the authority as a home rule unit of local government to execute and deliver this Agreement and to perform its obligations hereunder.
Survival of Covenants. All warranties, representations, and covenants of the City contained in this Section 9 or elsewhere in this Agreement shall be true, accurate, and complete at the time of the City's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and be in effect throughout the Term of the Agreement.
SECTION 10. OWNER PARTIES' EMPLOYMENT OBLIGATIONS
10.01 Employment Opportunity. The Owner Parties on behalf of themselves and their successors and assigns, hereby agree, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Owner Parties operating on the Property (collectively, with the Owner Parties, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Owner Parties during the period of any other party's provision of services in connection with the construction of the Project or occupation of the Property:
No Employer shall discriminate against any employee or applicant for employment based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income as defined in the City of Chicago Human Rights Ordinance, Chapter 2-160, Section 2-160-010 et seq., Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a nondiscriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income.
To the greatest extent feasible, each Employer is required to present opportunities for training and employment of low- and moderate-income residents of the City and preferably of the Redevelopment Area; and to provide that contracts for work in connection with the construction of the Project be awarded to business concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Redevelopment Area.
Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seg. (1993), and any subsequent amendments and regulations promulgated thereto.
Each Employer, in order to demonstrate compliance with the terms of this Section, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.
Each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the Project and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.
(f) Failure to comply with the employment obligations described in this Section 10.01 shall be a basis for the City to pursue remedies under the provisions of Section 15.02 hereof.
10.02 City Resident Construction Worker Employment Requirement The Owner Parties agree for themselves and their successors and assigns, and shall contractually obligate their contractors and subcontractors, as applicable, to agree, that during the construction ofthe Project they shall comply with the minimum percentage of total worker hours performed by actual residents of the City as specified in Section 2-92-330 of the Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents of the City); provided, however, that in addition to complying with this percentage, the Owner Parties, their contractors and each subcontractor shall be required to make good faith efforts to utilize qualified residents of the City in both unskilled and skilled labor positions.
The Owner Parties may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the Chief Procurement Officer of the City.
"Actual residents of the City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
The Owner Parties, the contractors and each subcontractor shall provide for the maintenance of adequate employee residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.
Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of DPD in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name.
The Owner Parties, the contractors and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of DPD, the Superintendent ofthe Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Owner Parties, the General Contractor and each subcontractor shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.
At the direction of DPD, affidavits and other supporting documentation will be required of the Owner Parties, the contractors and each subcontractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.
Good faith efforts on the part of the Owner Parties, the contractors and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) shall not suffice to replace the actual, verified achievement of the requirements of this Section concerning the worker hours performed by actual Chicago residents.
When work at the Project is completed, in the event that the City has determined that the Owner Parties have failed to ensure the fulfillment of the requirement of this Section concerning
the worker hours performed by actual Chicago residents or failed to report in the manner as indicated above, the City will thereby be damaged in the failure to provide the benefit of demonstrable employment to Chicagoans to the degree stipulated in this Section. Therefore, in such a case of non-compliance, it is agreed that 1/20 of 1 percent (0.0005) of the aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Owner Parties to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Owner Parties, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Owner Parties pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's determination as to whether the Owner Parties must surrender damages as provided in this paragraph.
Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents.
The Owner Parties shall cause or require the provisions of this Section 10.02 to be included in all construction contracts and subcontracts related to the Project.
10.03. MBE/WBE Commitment. Consistent with the findings which support the Minority-Owned and Women-Owned Business Enterprise Procurement Program (the "MBEAWBE Program"), Section 2-92-420 et seg., Municipal Code of Chicago, and in reliance upon the provisions of the MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Section 10.03, during the course of construction of the Project, at least the following percentages of hard construction costs as set forth in the Project Budget (as set forth in Exhibit F hereto) shall be expended for contract participation by minority-owned businesses ("MBEs") and by women-owned businesses ("WBEs") as follows:
at least 26 percent by MBEs;
at least 6 percent by WBEs.
Consistent with Section 2-92-440, Municipal Code of Chicago, the Owner Parties' MBEAA/BE commitment may be achieved in part by the Owner Parties' status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Owner Parties) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture or (ii) the amount of any actual work performed on the Project by the MBE or WBE), by the Owner Parties utilizing a MBE or a WBE as a contractor (but only to the extent of any actual work performed on the Project by such contractor), by subcontracting a portion of the Project to one or more MBEs or WBEs, or by the purchase of materials used in the Project from one or more MBEs or WBEs, or by any combination of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Owner Parties' MBE/WBE commitment as described in this Section 10.03
The Owner Parties shall deliver quarterly reports to DPD during the Project describing its efforts to achieve compliance with this MBE/WBE commitment. Such reports shall include, inter alia, the name and business address of each MBE and WBE solicited by the Owner Parties or a
contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist DPD in determining the Owner Parties' compliance with this MBE/WBE commitment. The Owner Parties shall maintain records of all relevant data with respect to the utilization of MBEs and WBEs in connection with the Project for at least five years after completion ofthe Project, and DPD shall have access to all such records maintained by the Owner Parties, on five Business Days' notice, to allow the City to review the Owner Parties' compliance with its commitment to MBEAA/BE participation and the status of any MBE or WBE performing any portion ofthe Project.
Upon the disqualification of any MBE or WBE contractor or subcontractor, if such status was misrepresented by the disqualified party, the Owner Parties shall be obligated to discharge or cause to be discharged the disqualified contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this Section 10.03, the disqualification procedures are further described in Section 2-92-540, Municipal Code of Chicago.
Any reduction or waiver of the Owner Parties' MBEAA/BE commitment as described in this Section 10.03 shall be undertaken in accordance with Section 2-92-450, Municipal Code of Chicago.
Prior to the commencement of the Project, the Owner Parties shall be required to meet with the monitoring staff of DPD with regard to the Owner Parties' compliance with its obligations under this Section 10.03. All contractors and all major subcontractors shall be required to attend this pre-construction meeting. During said meeting, the Owner Parties shall demonstrate to DPD their plan to achieve their obligations under this Section 10.03, the sufficiency of which shall be approved by DPD. During the Project, the Owner Parties shall submit the documentation required by this Section 10.03 to the monitoring staff of DPD. Failure to submit such documentation on a timely basis, or a determination by DPD, upon analysis of the documentation, that the Owner Parties are not complying with their obligations under this Section 10.03, shall, upon the delivery of written notice to the Owner Parties, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided hereunder, the City may: (1) issue a written demand to the Owner Parties to halt the Project, (2) withhold any further payments to, or on behalf of, the Owner Parties, or (3) seek any other remedies against the Owner Parties available at law or in equity.
The Owner Parties will include the foregoing provisions in every contract entered into in connection with the Project and every agreement with any Affiliate operating on the Property so that such provision will be binding upon each contractor or Affiliate, as the case may be.
SECTION 11. ENVIRONMENTAL MATTERS
The Owner Parties hereby represent and warrant to the City that the Owner Parties have conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with all Environmental Laws and this Agreement and all Exhibits attached hereto, the Scope Drawings, Plans and Specifications and all amendments thereto, and the Redevelopment Plan.
Without limiting any other provisions hereof, the Owner Parties agree to indemnify, defend and hold the City harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Laws incurred, suffered by or asserted against the City as a direct or indirect result of any of the following, regardless of whether or not caused by, or within the control of the Owner Parties: (i) the presence of any Hazardous Material on or under, or the escape, seepage, leakage, spillage, emission, discharge or release of any Hazardous Material from (A) all or any portion of the Property or (B) any other real property in which the Owner Parties or any person directly or indirectly controlling, controlled by or under common control with the Owner Parties, holds any estate or interest whatsoever (including, without limitation, any property owned by a land trust in which the beneficial interest is owned, in whole or in part, by the Owner Parties), or (ii) any liens against the Property permitted or imposed by any Environmental Laws, or any actual or asserted liability or obligation of the City or the Owner Parties or any of its Affiliates under any Environmental Laws relating to the Property.
SECTION 12. INSURANCE
The Owner must provide and maintain, at Owner's own expense, or cause to be provided and maintained during the term of this Agreement, the insurance coverage and requirements specified below, insuring all operations related to the Agreement.
Priorto execution and delivery of this Agreement.
Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $100,000 each accident, illness or disease.
Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent with limits of not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations independent contractors, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
All Risk Property
All Risk Property Insurance at replacement value ofthe property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
Construction. Prior to the construction of any portion of the Project, Owner will cause its architects, contractors, subcontractors, project managers and other parties constructing the Project to procure and maintain the following kinds and amounts of insurance:
(i) Workers Compensation and Employers Liability
Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $ 500,000 each accident, illness or disease
(ii) Commercial General Liability (Primary and Umbrella)
Commercial General Liability Insurance or equivalent with limits of not less than $2,000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.
Automobile Liability (Primary and Umbrella)
When any motor vehicles (owned, non-owned and hired) are used in connection with work to be performed, the Automobile Liability Insurance with limits of not less than $2,000,000 per occurrence for bodily injury and property damage. The City of Chicago is to be named as an additional insured on a primary, non-contributory basis.
Railroad Protective Liability
When any work is to be done adjacent to or on railroad or transit property, Owner must provide cause to be provided with respect to the operations that Contractors perform, Railroad Protective Liability Insurance in the name of railroad or transit entity. The policy must have limits of not less than $2,000,000 per occurrence and $6,000,000 in the aggregate for losses arising out of injuries to or death of all persons, and for damage to or destruction of property, including the loss of use thereof.
All Risk /Builders Risk
When Owner undertakes any construction, including improvements, betterments, and/or repairs, the Owner must provide or cause to be provided All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the project. The City of Chicago is to be named as an additional insured and loss payee/mortgagee if applicable.
Professional Liability
When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability Insurance covering acts, errors, or omissions must be maintained with limits of not less than $1,000,000. Coverage must include contractual liability When policies are renewed or replaced, the policy retroactive date must coincide with, or precede, start of work on the Contract. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years.
Valuable Papers
When any plans, designs, drawings, specifications and documents are produced or used under this Agreement, Valuable Papers Insurance must be maintained in an amount to insure against any loss whatsoever and must have limits sufficient to pay for the recreation and reconstruction of such records
(viii) Contractors Pollution Liability
When any remediation work is performed which may cause a pollution exposure, the Owner must cause remediation contractor to provide Contractor Pollution Liability covering bodily injury, property damage and other losses caused by pollution conditions that arise from the contract scope of work with limits of not less than $1,000,000 per occurrence. Coverage must include completed operations, contractual liability, defense, excavation, environmental cleanup, remediation and disposal. When policies are renewed or replaced, the policy retroactive date must coincide with or precede, start of work on the Agreement. A claims-made policy which is not renewed or replaced must have an extended reporting period of two (2) years. The City of Chicago is to be named as an additional insured.
Post Construction:
(i) All Risk Property Insurance at replacement value of the property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
Other Requirements:
The Owner must furnish the City of Chicago, Department of Planning and Development, City Hall, Room 1000, 121 North LaSalle Street 60602, original Certificates of Insurance, or such similar evidence, to be in force on the date of this Agreement, and Renewal Certificates of Insurance, or such similar evidence, if the coverages have an expiration or renewal date occurring during the term of this Agreement. The Owner must submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to closing. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Owner is not a waiver by the City of any requirements for the Owner to obtain and maintain the specified coverages. The Owner shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance does not relieve Owner of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work and/or terminate agreement until proper evidence of insurance is provided.
The insurance must provide for 30 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.
Any deductibles or self-insured retentions on referenced insurance coverages must be borne by Owner and Contractors.
The Owner hereby waives and agrees to require their insurers to waive their rights of subrogation against the City of Chicago, its employees, elected officials, agents, or representatives.
The coverages and limits furnished by Owner in no way limit the Owner's liabilities and responsibilities specified within the Agreement or by law.
Any insurance or self insurance programs maintained by the City of Chicago do not contribute with insurance provided by the Owner under the Agreement.
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.
If Owner is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.
The Owner must require all contractors and subcontractors to provide the insurance required herein, or Owner may provide the coverages for contractors and subcontractors. All Contractors and subcontractors are subject to the same insurance requirements of Owner unless otherwise specified in this Agreement.
If Owner, any contractor or subcontractor desires additional coverages, the party desiring the additional coverages is responsible for the acquisition and cost.
The City of Chicago Risk Management Department maintains the right to modify, delete, alter or change these requirements.
SECTION 13. INDEMNIFICATION
13.01 General Indemnity. Owner Parties agree to indemnify, pay, defend and hold the City, and its elected and appointed officials, employees, agents and Affiliates (individually an "Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner relating or arising out of:
the Owner Parties' failure to comply with any of the terms, covenants and conditions contained within this Agreement; or
the Owner Parties' or any contractor's failure to pay contractors, subcontractors or materialmen in connection with the TIF-Funded Improvements or any other Project improvement; or
the existence of any material misrepresentation or omission in this Agreement, the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by the Owner Parties or any Affiliate Owner Parties or any agents, employees, contractors or persons acting under the control or at the request of the Owner Parties or any Affiliate of Owner Parties; or
the Owner Parties' failure to cure any misrepresentation in this Agreement or any other agreement relating hereto;
provided, however, that Owner Parties shall have no obligation to an Indemnitee arising from the wanton or willful misconduct of that Indemnitee. To the extent that the preceding sentence may be unenforceable because it violates any law or public policy, Owner Parties shall contribute the maximum portion that they are permitted to pay and satisfy under the applicable law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 13.01 shall survive the termination of this Agreement.
SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT
Books and Records. The Owner Parties shall keep and maintain separate, complete, accurate and detailed books and records necessary to reflect and fully disclose the total actual cost of the Project and the disposition of all funds from whatever source allocated thereto, and to monitor the Project. All such books, records and other documents, including but not limited to the Owner Parties' loan statements, if any, General Contractor's and subcontractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, shall be available at the Owner Parties' offices for inspection, copying, audit and examination by an authorized representative of the City, at the Owner Parties' expense. The Owner Parties shall incorporate this right to inspect, copy, audit and examine all books and records into all contracts entered into by the Owner Parties with respect to the Project.
Inspection Rights. Upon three (3) business days' notice, any authorized representative of the City has access to all portions of the Project and the Property during normal business hours for the Term of the Agreement.
SECTION 15. DEFAULT AND REMEDIES
15.01 Events of Default. The occurrence of any one or more of the following events, subject to the provisions of Section 15.03, shall constitute an "Event of Default" by the Owner Parties hereunder:
the failure of the Owner Parties to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Owner Parties under this Agreement or any related agreement related to the Project;
the failure of the Owner Parties to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Owner Parties under any other agreement related to the Project with any person or entity if such failure may have a material adverse effect on the Owner Parties' business, property, assets, operations or condition, financial or otherwise, and the Project;
the making or furnishing by the Owner Parties to the City of any representation, warranty, certificate, schedule, report or other communication within or in connection with this Agreement or any related agreement which is untrue or misleading in any material respect;
except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, including any fixtures now or hereafter attached thereto, other than the Permitted Liens, or the making or any attempt to make any levy, seizure or attachment thereof;
the commencement of any proceedings in bankruptcy by or against the Owner Parties or for the liquidation or reorganization of the Owner Parties, or alleging that the Owner Parties are insolvent or unable to pay its debts as they mature, or for the readjustment or arrangement of the Owner Parties' debts, whether under the United States Bankruptcy Code or under any other state or federal law, now or hereafter existing for the relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving the Owner Parties; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within ninety (90) days after the commencement of such proceedings,
(f) the appointment of a receiver or trustee for the Owner Parties, for any substantial
part of the Owner Parties' assets or the institution of any proceedings for the dissolution, or the
full or partial liquidation, or the merger or consolidation, of the Owner Parties; provided,
however, that if such appointment or commencement of proceedings is involuntary, such action
shall not constitute an Event of Default unless such appointment is not revoked or such
proceedings are not dismissed within ninety (90) days after the commencement thereof;
(g) the entry of any judgment or order against the Owner Parties which remains
unsatisfied or undischarged and in effect for ninety (90) days after such entry without a stay of
enforcement or execution;
(h) the declaration of an event of default under the Lender Financing, which default is not
cured within any applicable cure period;
(i) the dissolution of the Owner Parties or the death of any natural person who owns a
material interest in the Owner Parties;
(j) the institution in any court of a criminal proceeding (other than a misdemeanor) against the Owner Parties, or any natural person who owns a material interest in the Owner Parties, which is not dismissed within thirty (30) days, or the indictment of the Owner Parties or any natural person who owns a material interest in the Owner Parties, for any crime (other than a misdemeanor); or
(k) prior to the expiration of the Term of the Agreement, the sale or transfer of a majority of the ownership interests of the Owner Parties without the prior written consent of the City, except as permitted pursuant to Section 4.10.
For purposes of Sections 15.01 (i) and 15.01 (j) hereof, a person with a material interest in the Owner shall be one owning in excess of thirty-three percent (33%) of the Owner's member interests.
15.02 Remedies. Upon the occurrence of an Event of Default, but subject to Section 4.07 hereof, the City may terminate this Agreement and all related agreements and may suspend disbursement of City Funds. Additionally, upon the occurrence of an Event of Default in relation to Section 8.19, the Owner Parties or Affiliates shall reimburse the City all of the City Funds disbursed to any one of the Owner Parties to date. The City may, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any available remedy, including but not limited to reimbursement of all or part of the City Funds, injunctive relief or the specific performance of the agreements contained herein.
15.03 Curative Period. In the event the Owner Parties shall fail to perform a monetary covenant which Owner Parties are required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless the Owner Parties have failed to perform such monetary covenant within ten (10) days of its receipt of a written notice from the City specifying that it has failed to perform such monetary covenant. In the event the Owner Parties shall fail to perform a nonmonetary covenant which the Owner Parties are required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless the Owner Parties have failed to cure such default within thirty (30) days of its receipt of a written notice from the City specifying the nature of the default; provided, however, with respect to those non-monetary defaults which are not capable of being cured within such thirty (30) day period, the Owner Party shall not be deemed to have committed an Event of Default under this Agreement if they have commenced to cure the
alleged default within such thirty (30) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured.
SECTION 16. MORTGAGING OF THE PROJECT
All mortgages or deeds of trust in place as of the date hereof with respect to the Property or any portion thereof are listed on Exhibit E hereto (including but not limited to mortgages made prior to or on the date hereof in connection with Lender Financing) and are referred to herein as the "Existing Mortgages." Any mortgage or deed of trust that the Owner Parties may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof is referred to herein as a "New Mortgage." Any New Mortgage that the Owner Parties may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof with the prior written consent of the City is referred to herein as a "Permitted Mortgage." It is hereby agreed by and between the City and the Owner Parties as follows:
(a) In the event that a mortgagee or any other party shall succeed to the Owner's
interest in the Property or any portion thereof pursuant to the exercise of remedies under a New
Mortgage (other than a Permitted Mortgage), whether by foreclosure or deed in lieu of
foreclosure, and in conjunction therewith accepts an assignment of the Owner's interest
hereunder in accordance with Section 18.15 hereof, the City may, but shall not be obligated to,
attorn to and recognize such party as the successor in interest to the Owner for all purposes
under this Agreement and, unless so recognized by the City as the successor in interest, such
party shall be entitled to no rights or benefits under this Agreement, but such party shall be
bound by those provisions of this Agreement that are covenants expressly running with the land.
(b) In the event that any mortgagee shall succeed to the Owner's interest in the Property
or any portion thereof pursuant to the exercise of remedies under an Existing Mortgage or a
Permitted Mortgage, whether by foreclosure or deed in lieu of foreclosure, and in conjunction
therewith accepts an assignment of the Owner's interest hereunder in accordance with Section
18.15 hereof, the City hereby agrees to attorn to and recognize such party as the successor in
interest to the Owner Parties for all purposes under this Agreement so long as such party
accepts all of the obligations and liabilities of Athe Owner Parties" hereunder; provided,
however, that, notwithstanding any other provision of this Agreement to the contrary, it is
understood and agreed that if such party accepts an assignment of the Owner Parties' interest
under this Agreement, such party has no liability under this Agreement for any Event of Default
of the Owner Parties which accrued prior to the time such party succeeded to the interest of the
Owner Parties under this Agreement, in which case the Owner Parties shall be solely
responsible. However, if such mortgagee under a Permitted Mortgage or an Existing Mortgage
does not expressly accept an assignment of the Owner Parties' interest hereunder, such party
shall be entitled to no rights and benefits under this Agreement, and such party shall be bound
only by those provisions of this Agreement, if any, which are covenants expressly running with
the land.
(c) Prior to the issuance by the City to the Owner Parties of a Certificate pursuant to
Section 7 hereof, no New Mortgage shall be executed with respect to the Property or any
portion thereof without the prior written consent of the Commissioner of DPD.
SECTION 17. NOTICE
Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following means (a) personal service; (b) overnight courier; or (c) registered or certified mail, return receipt requested.
If to the City: City of Chicago
Department of Planning and Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attention: Commissioner
With Copies To: City of Chicago
Department of Law
Finance and Economic Development Division 121 North LaSalle Street, Room 600 Chicago, Illinois 60602
If to the Owner: Park Boulevard 3B LLC
c/o Stateway Associates 3B LLC 10 West 35th Street, 10th Floor Chicago, IL 60616 Attention: James L. Miller
With a copy to: Appiegate & Thorne-Thomsen, P.C.
425 S. Financial Place, Suite 1900 Chicago, Illinois 60605 Attention: Nicole A. Jackson
With a copy to: Wincopin Circle LLLP
c/o Enterprise Community Asset Management, Inc.
70 Corporate Center
11000 Broken Land Parkway, Suite 700
Columbia, Maryland 21044
Attention: Asset Management
With a copy to: sshack@enterprisecommunity.com Attention: General Counsel
And: Gallagher Evelius & Jones LLP
218 North Charles Street, Suite 400 Baltimore, Maryland 21201 Attention: Kenneth S. Gross
Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to clause (a) hereof shall be deemed received upon such personal service. Any notice, demand or request sent pursuant to clause (b) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (c) shall be deemed received two (2) business days following deposit in the mail.
SECTION 18. MISCELLANEOUS
Amendment. This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties hereto; provided, however, that the City, in its sole discretion, may amend, modify or supplement Exhibit D hereto without the consent of any party hereto. It is agreed that no material amendment or change to this Agreement shall be made or be effective unless ratified or authorized by an ordinance duly adopted by the City Council. The term "material" for the purpose of this Section 18.01 shall be defined as any deviation from the terms of the Agreement which operates to cancel or otherwise reduce any developmental, construction or job-creating obligations of Owner Parties (including those set forth in Sections 10.02 and 10.03 hereof) by more than five percent (5%) or materially changes the Project site or character of the Project or any activities undertaken by Owner Parties affecting the Project site, the Project, or both, or increases any time agreed for performance by the Owner Parties by more than ninety (90) days.
Entire Agreement. This Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the parties hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof.
Limitation of Liability No member, official or employee of the City shall be personally liable to the Owner Parties or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Owner Parties from the City or any successor in interest or on any obligation underthe terms of this Agreement.
Further Assurances. The Owner Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Agreement.
Waiver. Waiver by the City or the Owner Parties with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to any particular default, except to the extent specifically waived by the City or the Owner Parties in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by a party, nor any course of dealing between the parties hereto, shall constitute a waiver of any such parties' rights or of any obligations of any other party hereto as to any future transactions.
Remedies Cumulative. The remedies of a party hereunder are cumulative and the exercise of any one or more ofthe remedies provided for herein shall not be construed as a waiver of any other remedies of such party unless specifically so provided herein.
Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.
18.08 Headings The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof.
18.09 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same
agreement.
Severability. If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application thereof, in any circumstance, is held invalid, this Agreement shall be construed as if such invalid part were never included herein and the remainder of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
Conflict. In the event of a conflict between any provisions of this Agreement and the provisions ofthe TIF Ordinances, such ordinance(s) shall prevail and control.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles.
Form of Documents. All documents required by this Agreement to be submitted, delivered or furnished to the City shall be in form and content satisfactory to the City.
Approval. Wherever this Agreement provides for the approval or consent of the City, DPD or the Commissioner, or any matter is to be to the City's, DPD's or the Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City, DPD or the Commissioner in writing and in the reasonable discretion thereof. The Commissioner or other person designated by the Mayor of the City shall act for the City or DPD in making all approvals, consents and determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.
Assignment. The Owner Parties may not sell, assign or otherwise transfer their interest in this Agreement in whole or in part without the written consent of the City, other than as promised in Section 4.08 or otherwise permitted herein; provided, however, that the Owner Parties may collaterally assign their respective interests in this Agreement to any of its lenders identified to the City as of the Closing Date, or to any lenders identified after the Closing Date and approved by the City, if any such lenders require such collateral assignment. Any successor in interest to the Owner Parties under this Agreement shall certify in writing to the City its agreement to abide by all remaining executory terms of this Agreement, including but not limited to Sections 8.18, 8.19 and 8.20 hereof, for the Term of the Agreement. The Owner Parties consent to the City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.
Binding Effect. This Agreement shall be binding upon the Owner Parties, the City and their respective successors and permitted assigns (as provided herein) and shall inure to the benefit of the Owner Parties, the City and their respective successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.
Force Majeure. Neither the City, the Owner Parties nor any successor in interest to any of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for
an abnormal duration, tornadoes or cyclones, and other events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder. The individual or entity relying on this section with respect to any such delay shall, upon the occurrence ofthe event causing such delay, immediately give written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay effected by any such events described above.
Exhibits All of the exhibits attached hereto are incorporated herein by reference.
Business Economic Support Act. Pursuant to the Business Economic Support Act (30 ILCS 760/1 et seq.), if the Owner Parties are required to provide notice underthe WARN Act, the Owner Parties shall, in addition to the notice required under the WARN Act, provide at the same time a copy of the WARN Act notice to the Governor of the State, the Speaker and Minority Leader of the House of Representatives ofthe State, the President and minority Leader of the Senate of State, and the Mayor of each municipality where the Owner Parties has locations in the State. Failure by the Owner Parties to provide such notice as described above may result in the termination of all or a part of the payment or reimbursement obligations of the City set forth herein.
Venue and Consent to Jurisdiction If there is a lawsuit under this Agreement, each party hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of Illinois and the United States District Court for the Northern District of Illinois.
Costs and Expenses. In addition to and not in limitation of the other provisions of this Agreement, Owner Parties agree to pay upon demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement. This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services. Owner Parties also will pay any court costs, in addition to all other sums provided by law.
Business Relationships The Owner Parties acknowledge (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Owner Parties have read such provision and understand that pursuant to such Section 2-156-030 (b), it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving any person with whom the elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship, and (C) that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Owner Parties hereby represent and warrant that, to the best of their knowledge after due inquiry, no violation of Section 2-156-030 (b) has occurred with respect to this Agreement or the transactions contemplated hereby.
Debarment Certification. Failure by the Owner Parties or any controlling person of either, as defined in Section 1-23-010 of the Municipal Code, thereof to maintain eligibility to do business with the City as required by Section 1-23-030 of the Municipal Code shall be grounds for termination of this Agreement and the transactions contemplated thereby.
Inspector General and Legislative Inspector General. It is the duty of the Owner Parties, any subgrantee, bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners, and employees of any such subgrantee, bidder, proposer, contractor, subcontractor or such applicant to cooperate with the Inspector General in any investigation or hearing undertaken pursuant to Chapter 2-56 of the Municipal Code. The Owner Parties represent that they understand and will abide by all provisions of Chapter 2-56 of the Municipal Code and that the Owner Parties will inform subcontractors of this provision and require their compliance.
It is the duty of the Owner Parties, any subgrantee, bidder, proposer, contractor, subcontractor, and every applicant for certification of eligibility for a City contract or program, and all officers, directors, agents, partners, and employees of the Owner Parties, any such subgrantee, bidder, proposer, contractor, subcontractor or such applicant to cooperate with the Legislative Inspector General in any investigation undertaken pursuant to Chapter 2-55 of the Municipal Code. The Owner Parties represent that they understand and will abide by all provisions of Chapter 2-55 of the Municipal Code and that the Owner Parties will inform subcontractors of this provision and require their compliance.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.
CITY OF CHICAGO, acting by and through its Department of Planning and Development
By:
Maurice Cox
Its Commissioner
STATE OF ILLINOIS)
) SS
COUNTY OF COOK)
NOTARY CERTIFICATION
I, the undersigned, a Notary Public in and for the county and State aforesaid, DO HEREBY CERTIFY that Maurice Cox, Commissioner ofthe Department of Planning and Development ofthe City of Chicago, Illinois, an Illinois municipal corporation, on behalf of the corporation (the "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed, sealed, and delivered said instrument pursuant to the authority given to him by the City,, as his free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 20 .
Notary Public
My Commission Expires.
(SEAL)
[OWNER AND SPONSOR EXECUTION ON FOLLOWING PAGES]
OWNER:
PARK BOULEVARD 3B LLC, an Illinois limited liability company
By: Park Boulevard 3B Manager LLC,
an Illinois limited liability company, its Manager
By: JLM Manager, LLC,
an Illinois limited liability company Its: Manager
By:
James L. Miller Its Manager
NOTARY CERTIFICATION
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the county and State aforesaid, do certify that James L. Miller, personally known to me to be the manager of JLM Manager, LLC, an Illinois limited liability company, the manager of Park Boulevard 3B Manager LLC, an Illinois limited liability company (the "Manager"), the manager of Park Boulevard 3B LLC and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Authorized Agent, he signed and delivered the said instrument, pursuant to authority given by the members of the Manager as the free and voluntary act of such person, and as the free and voluntary act and deed ofthe Manager and Park Boulevard 3B LLC.
GIVEN under my hand and official seal this day of ; , 20.
Notary Public
My Commission Expires.
(SEAL)
SPONSOR:
36th and State LLC, an Illinois limited liability company
By: Interfaith Housing Development Corporation of Chicago, an Illinois not-for-profit corporation Its Sole Member
By_ Name: Its:
NOTARY CERTIFICATION
STATE OFILLINOIS . )
) ss
COUNTY OF COOK )
I, undersigned, a notary public in and forthe said County, in the State aforesaid, HEREBY
CERTIFY that , personally known to me to be the of Interfaith
Housing Development Corporation of Chicago ("Interfaith"), an Illinois not-for-profit corporation, and the sole member of 36th and State LLC, an Illinois liability company ("36th and State") and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that s/he signed, sealed, and delivered said instrument, pursuant to the authority given to her/him by the board of directors of Interfaith, as her/his free and voluntary act and as the free and voluntary act of Interfaith on behalf of 36th and State, for the uses and purposes therein set forth.
GIVEN under my hand and official seal this day of , 20 .
Notary Public
My Commission Expires
(SEAL)
LIST OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F-1 Exhibit F-2 Exhibit G Exhibit H Exhibit I Exhibit J
Redevelopment Area *Property Legal Description *TIF-Funded Improvements Redevelopment Plan *Permitted Liens *Project Budget *MBE/WBE Budget Environmental Features Approved Prior Expenditures Opinion of Owner Parties' Counsel Requisition Form
(An asterisk (*) indicates which exhibits are to be recorded.)
EXHIBIT A LEGAL DESCRIPTION OF AREA
[NOT ATTACHED FOR ORDINANCE PURPOSES]
EXHIBIT B PROPERTY LEGAL DESCRIPTION
[NOT ATTACHED FOR ORDINANCE PURPOSES]
EXHIBIT C
TIF-FUNDED IMPROVEMENTS
50% of the cost of construction of new housing units to be occupied by low-income households
65 ILCS 5/11-74.4-3(q)(11)(F) $14,114,586
TOTAL $14,114,586*
*Notwithstanding the total amount referenced above, the City Funds for the TIF-Funded Improvements shall not exceed $6,000,000.
EXHIBIT D REDEVELOPMENT PLAN
[NOT ATTACHED FOR ORDINANCE PURPOSES]
EXHIBIT E
PERMITTED LIENS
Those matters set forth as Schedule B title exceptions in the owner's title insurance policy issued by the Title Company as of the date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.
EXHIBIT F-1
PROJECT BUDGET
SOURCES
Citibank- A CHA Capital Funds TIF Funds DTC Equity Owner Equity Deferred Developer Fee LITHC Equity Total Sources
$ 3,950,000 $14,955,596 $ 6,000,000 $ 798,775 $ 100 $ 909,651 $16,429,543 $43,043,665
Land Costs $ 50,099
Construction $ 32,068,390
Construction Contingency $ 1,606.175
Environmental $ 607.689
Construction Period $ 190,000
Architect/Engineering Fees $ 1,453,814
Loan Origination $ 233,500
Legal Fees $ 675,000
Marketing/Lease up fees $ 90,000
Environmental $ 25,000
Loan Interest $ 832,475
Reserves $ 573,350
Tax Credit Allocation fees $ 113,854
Developer Fee $ 2.125,000
Developer financial Consultant $ 275,000
Deferred Developer fee $ 909,654
Other Soft Costs $ 1,214,665
Total Uses S 43,043,665
EXHIBIT F-2 MBE/WBE BUDGET
Development Cost Total Costs MBE (26%) WBE(6%)
Site Preparation $1,960,903 $509,835 $117,654
Net Construction Costs $25,609,924 $6,658,580 $1,536,595
General Conditions $1,690,711 $439,585 $101,443
Overhead $563,570 $146,528 $101,443
Environmental Remediation $607,689 $157,999 $36,461
Architectural & Engineering $931,794 $242,266 $55,908
Engineering Fees $507,020 $131,825 $30,421
Total $33,562,322 $8,726,204 $2,013,739
EXHIBIT G
ENVIRONMENTAL FEATURES
ENVIRONMENTAL FEATURES
The Project will achieve no less than 100 points per building on the City's Sustainable Design Checklist by incorporating any combination of the following features:
42 W. 37th Street
Energy Star 30 points
Exceed Energy Code by 5 percent 20 points
Tree planting 5 points
Green Roof 10 points
Proximity to transit service 5 points
Bike Parking Residential 5 points
EV Charging Stations 10 points
80% waste diversion 10 points
Workforce development 10 points
Total 105 points
41 W. 36th Street
Energy Star 30 points
Exceed Energy Code by 5 percent 20 points
Tree planting 5 points
Green Roof 10 points
Proximity to transit service 5 points
Bike Parking Residential 5 points
EV Charging Stations 10 points
80% waste diversion 10 points
Workforce development 10 points
Total 105 points
EXHIBIT H APPROVED PRIOR EXPENDITURES
None.
EXHIBIT I
OPINION OF OWNER PARTIES' COUNSEL
[To be retyped on the Owner Parties' Counsel's letterhead]
City of Chicago
121 North LaSalle Street
Chicago, IL 60602
ATTENTION: Corporation Counsel
Ladies and Gentlemen:
I have acted as counsel to , an Illinois limited liability
company (the " ") and , an Illinois limited liability company,
(" ") in connection with the acquisition of certain land and the construction of certain facilities
thereon located in the Project Area (the "Project"). In that capacity, I
have examined, among other things, the following agreements, instruments, and documents of even date herewith, hereinafter referred to as the "Documents":
(a) Redevelopment Agreement (the "Agreement") of even
date herewith, executed by the , and the City of Chicago (the
"City"); and
(b) all other agreements, instruments and documents executed in connection with the
foregoing.
In addition to the foregoing, I have examined:
the original or certified, conformed or photostatic copies of (1) the Owner's (i) Articles of Organization, (ii) operating agreement, (iii) By-Laws, if any, (iv) the certificate of good standing, and (v) records of all members' proceedings relating to the Project; and (2) Sponsor's (i) Articles of Incorporation (ii) By-Laws, if any, (iii) the certificate of good standing, and (v) records of all board of directors' proceedings relating to the Project; and
such other documents, records and legal matters as I have deemed necessary or relevant for purposes of issuing the opinions hereinafter expressed.
In all such examinations, I have assumed the genuineness of all signatures (other than those of the Owner and Sponsor), the authenticity of documents submitted to us as originals and conformity to the originals of all documents submitted to us as certified, conformed or photo static copies.
Based on the foregoing, it is my opinion that.
1. The Owner is a limited liability company, duly organized and validly existing under the laws of its state of formation, has full power and authority to own and lease its properties and to carry on its business as presently conducted, and is in good standing and duly
qualified to do business as a limited liability company under the laws of every state in which the conduct of its affairs or the ownership of its assets requires such qualification, except for those states in which its failure to qualify to do business would not have a material adverse effect on it or its business. Sponsor is, duly organized, validly existing and in good standing under the laws of its state of incorporation, has full power and authority to own and lease its properties and to carry on its business as presently conducted, and is in good standing and duly qualified to do business as a foreign corporation under the laws of every state in which the conduct of its affairs or the ownership of its assets requires such qualification, except for those states in which its failure to qualify to do business would not have a material adverse effect on it or its business.
Owner and Sponsor have full right, power and authority to execute and deliver the Documents to which they are a party and to perform their obligations thereunder. Such execution, delivery and performance will not conflict with, or result in a breach of, the Owner's operating agreement, or result in a breach or other violation of any of the terms, conditions or provisions of any law or regulation, order, writ, injunction or decree of any court, government or regulatory authority, or, to the best of my knowledge after diligent inquiry, any of the terms, conditions or provisions of any agreement, instrument or document to which the Owner or Sponsor is a party or by which Owner or its properties is bound. To the best of my knowledge after diligent inquiry, such execution, delivery and performance will not constitute grounds for acceleration of the maturity of any agreement, indenture, undertaking or other instrument to which Owner or Sponsor is a party or by which it or any of its property may be bound, or result in the creation or imposition of (or the obligation to create or impose) any lien, charge or encumbrance on, or security interest in, any of its property pursuant to the provisions of any of the foregoing, other than liens or security interests in favor of the lender providing Lender Financing (as defined in the Agreement).
The execution and delivery of each Document and the performance of the transactions contemplated thereby have been duly authorized and approved by all requisite action on the part of Owner or Sponsor.
Each of the Documents to which Owner or Sponsor is a party has been duly executed and delivered by a duly authorized officer ofthe Owner or Sponsor, as applicable, and each such Document constitutes the legal, valid and binding obligation of the Owner or Sponsor enforceable in accordance with its terms, except as limited by applicable bankruptcy, reorganization, insolvency or similar laws affecting the enforcement of creditors' rights generally.
To the best of my knowledge after diligent inquiry, no judgments are outstanding against Owner or Sponsor nor is there now pending or threatened, any litigation, contested claim or governmental proceeding by or against Owner or Sponsor or affecting the Owner or Sponsor or its property, or seeking to restrain or enjoin the performance by the Owner or Sponsor of the Agreement or the transactions contemplated by the Agreement, or contesting the validity thereof. To the best of my knowledge after diligent inquiry, the Owner or Sponsor is not in default with respect to any order, writ, injunction or decree of any court, government or regulatory authority or in default in any respect under any law, order, regulation or demand of any governmental agency or instrumentality, a default under which would have a material adverse effect on Owner or, Sponsor or its business.
To the best of my knowledge after diligent inquiry, there is no default by the Owner or Sponsor or any other party under any material contract, lease, agreement, instrument or commitment to which Owner or Sponsor is a party or by which the company or its properties is bound.
To the best of my knowledge after diligent inquiry, all of the assets of the Owner or Sponsor are free and clear of mortgages, liens, pledges, security interests and encumbrances except for those specifically set forth in the Documents.
The execution, delivery and performance ofthe Documents by the Owner or Sponsor have not and will not require the consent of any person or the giving of notice to, any exemption by, any registration, declaration or filing with or any taking of any other actions in respect of, any person, including without limitation any court, government or regulatory authority.
To the best of my knowledge after diligent inquiry, Owner or Sponsor own or possess or is licensed or otherwise have the right to use all licenses, permits and other governmental approvals and authorizations, operating authorities, certificates of public convenience, goods carriers permits, authorizations and other rights that are necessary for the operation of its business.
A federal or state court sitting in the State of Illinois and applying the choice of law provisions of the State of Illinois would enforce the choice of law contained in the Documents and apply the law of the State of Illinois to the transactions evidenced thereby.
I am admitted to practice in the State of Illinois and I express no opinion as to any laws otherthan federal laws ofthe United States of America and the laws ofthe State of Illinois.
This opinion is issued at the Owner's and Sponsor's request for the benefit of the City and its counsel, and may not be disclosed to or relied upon by any other person.
Very truly yours,
By:_ Name:
EXHIBIT J
REQUISITION FORM
STATE OF ILLINOIS)
) SS
COUNTY OF COOK)
The affiant, , the of, , an Illinois
, the of Park Boulevard 3B Manager LLC, an Illinois limited liability
company ("Manager"), hereby certifies that with respect to that certain Park Boulevard 3B LLC
Redevelopment Agreement by and among Park Boulevard 3B LLC, an Illinois limited liability
company ("Owner"), 36th and State LLC, an Illinois limited liability company, and the City of Chicago
dated as of , 20 (the "Agreement"):
Expenditures for the Project, in the total amount of $ , have
been made:
This paragraph B sets forth and is a true and complete statement of all costs of TIF-Funded Improvements forthe Project reimbursed by the City to date:
$ '
The Owner requests reimbursement for the following cost of TIF-Funded Improvements:
$
None of the costs referenced in paragraph C above have been previously reimbursed by the City.
The Owner hereby certifies to the City that, as of the date hereof:
Except as described in the attached certificate, the representations and warranties contained in the Redevelopment Agreement are true and correct and the Owner is in compliance with all applicable covenants contained herein.
No event of Default or condition or event which, with the giving of notice or passage of time or both, would constitute an Event of Default, exists or has occurred.
All capitalized terms which are not defined herein has the meanings given such terms in the Agreement.
By:
Subscribed and sworn before me this day of
My commission expires:
Agreed and accepted:
Name:
Title:
City of Chicago
Department of Planning and Development
PARK BOULEVARD 3B
LLC
02021-4192
CITY OF CHICAGO ECO N O IM IC I) I SC FOS U R F STAT F M E NT AND AFFIDAVIT
SEC I ION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Park Boulevard 3B LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
| x] the Applicant
OR
[ J a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity vvith a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 10 WEST 35 TH STREET, 10TH FLOOR
Chicago, Illinois 60616
C. Telephone: (312)654-1843 pax: (312)328-1111 Email:jmiller@parkboulevardchicago.com
Name of contact person: James Miller
Federal Employer Identification No. (if you have one): _
f. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Allocation of TIF lax Exempt Bonds and Donation Tax Credits from Ihe City of Chicago Department of Housing for the development of Park Boulevard 3B al a 1 W 36th Street and 42 W 37th Street. Chicago, IL. 60616
G. Which City agency or departmcnt is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification if and Contract #
Ver.201 8-1 Page 1 of 15
SECTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
| | Person | x| Limited liability company
[ ] Publicly registered businep^steflnpirti-ation [ ] Limited liability partnership
[ | Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship f ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ jYes | ] No
[ ] Trust [ ] Other (please specify)
2. for legal entities, the slate (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ | No |N^[ Organized in Illinois
B. If THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity lhat directly or indirectly controls ihe day-to-day management oflhe Applicant.
NOTE: Each legal entily listed below must submit an EDS on its own behalf.
Name Title
Park Boulevard 3B Manager LLC SOLE MEMBER and SOLE MANAGER
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% oflhe Applicant. Examples of such an interest include shares in a corporation, partnership inleresl in a partnership or joint venture, interest ofa member or manager in a
Paiie 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entily listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Park Boulevard 3B Manager LLC* 10 west 35 th street, ioth Floor, chcago il 606is 100%
'Upon the closing of this matter, it is anticipated that Wincopm Circle LLLP will acquire a 99 99%% interest of the Applicant.
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
l ias the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [jYes |^S)No
Does the Disclosing Parly reasonably expect to provide any income or compensation to any City elected official durmg the 12-month period following the date of this EDS? [ jYes [X(No
If "yes" to cither oflhe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, lo the best ofthe 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 oflhe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| j Yes |x| No
If "yes." please identify below the iiame(s) of such City elected olTicial(s) and/or spouse(s)/domestic partncr(s) and describe the financial inlcresl(s).
SECI ION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56). accountant, consultant and any other person or entity whom the Disclosing Parly has retained or expects to retain in connection with the Matter, as well as the nature oflhe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Party's regular pay roll. -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.
Paoc 3 ol' 15
Name (indicate whether Business Relationship lo Disclosing Party Fees (indicate whether
retained or anticipated .Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rale" or "t.b.d." is
not an acceptable response.
See Attached
(Add sheets if necessary)
[ ] Check here if the Disclosing Parly has nol retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance wilh their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ j Yes ]><\ No [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If " Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with thai agreemenl?
| | Yes | | No
FUR i llER CERTI.FICA'110NS
|"fhis paragraph 1 applies only i 1" ihc Mailer 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 j see definition in (5) below] has engaged, in connection vvith 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 vvith 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 wilh a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee. tax or other source of indebtedness owed to the Cily of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Pane 4 of 15
The Disclosing Party and. if ihe Disclosing Parly is a legal entily, all of those persons or entities identified in Section II(B)( 1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not. during the 5 years before the date of this EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or slate antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen properly;
are not presently indicted for, or criminally or civilly charged by, a governmenlai entity (federal, state or local) with committing any ofthe 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, slate or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmenlai Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection vvith the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parlies");
any "Affiliated Entily" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Parly, or is. vvith the Disclosing Parly, under common control of another person or entity ). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees: or organization ofa business entily following the ineligibility ofa business entity to do business vvith federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. Wilh respect to Contractors, the term Affiliated Entily means a person or entity thai directly or indirectly controls the Contractor, is controlled by it. or. with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entily, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entitv (collectively "Agents").
Paiic 5 of 15
Neither the Disclosing Parly, nor any Conlractor. nor any Aliiliated Hntity ol"either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or. with respeci to a Contractor, an Affiliated Entity, or an Aliiliated Entity ofa 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 ofthe City, ihe State of" Illinois, or any agency ofthe 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 vvith 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 ol" freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct: or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33 E-4; or (3) any similar offense of any state or ofthe United Stales of America lhat contains the same elements as ihe offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Hntity is listed on a Sanctions fist maintained by the United States Department of Commerce, Slate, or Treasury, or any successor federal agency.
| FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined iernis] ofthe 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 lo commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business wilh the City. NOTE: If MCC Chapter I -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors lo use. any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY| The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection vvith the Mallei" certifications equal in form and substance to those in Certifications (2) and (9) above and will not. wilhoul the prior written consent ofthe City, use any such
Ver.20 IS-1 I'niie 6 ol" 15
contractor/subcontractor thai does not provide such certilications or that the Applicant has reason to believe has not provided or cannot provide truthful certilications.
11. If the Disclosing Party is unable to certify to any oflhe above statements in this Pari B (further
Certifications), the Disclosing Party must explain below:
N/A
If the. letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe 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, ofthe City of Chicago (if none, indicate with "N/A" or "none"). N/A
13. To the best ofthe 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 dale of ihis EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or lo the general public, or (ii). food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate vvith "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. CERTIFICATION Of STATUS AS FINANCIAI. INSTffUTION
The Disclosing Party certifies that the Disclosing Parly (check one)
| ] is |\<( is not
a "financial institution" as defined in MCC Seciion 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them w ill become, a predatory lender as defined in MCC Chapter 2-32. We understand lhat becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business vvith the City."
Page 7 of 15
It" the Disclosing Party is unable lo make this pledge because it or any of iis affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary): N/A
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
I | Yes NX( No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l). skip Items D(2) and D(3) and proceed lo Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property thai (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for properly laken pursuant to the City's eminent domain power does not constitute a financial interest within ihe meaning of this Part D.
Does the Matter involve a Cily Property Sale?
|; J Yes jXj No
If you checked "Yes" to Item D(l). provide ihe names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of financial Interest
N/A
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any Cily official or employee.
Page 8 of 15
]•:. CERTIf 1CATI0N REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Partv has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (P) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that: the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: IT the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. for purposes of this Section VI. tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. Last, below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Parly vvith respeci to the Mailer: (Add sheets if necessary):
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the L.obbying Disclosure Act of 1995. as amended, have made lobbying contacts on behalf of the Disclosing Party vvith respeci to the Matter.)
2. The Disclosing Party has not spent and w ill not expend any federally appropriated funds to pay
any person or entily listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.20 IS-1 Poize
ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in seciion 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certilications equal in form and substance lo paragraphs A( l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
13. CfRIII ICA I ION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information vvith their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
|x| Yes " | | No
If "Yes," answer the three questions below:
I lav e you developed and do you have on file affirmative action programs pursuant to applicable federal regulations.' (See 41 Cl R Part 60-2.)
i. ! vJs ixl No
Have you filed vvith the Joint Reporting Committee, the Director of the Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes | | No [x] Reports not required
Have you participated in any previous contracts or subcontracts subject lo the equal opportunity clause?
|x | Yes | | No
If you checked "No" to question (1) or (2) above, please provide an explanation: The disclosing party has no employees.
Prme 10 of 15
SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become pari 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 wilh respeci lo 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 vvvvw.citvofchicago.org/Elhics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick Sl., Suite 500, Chicago. IE 60610. (3 12) 744-9660. I he Disclosing Party must comply fully vvith this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection vvith which il is submitted may be rescinded or be void or voidable, and the Cily may pursue any remedies under the contract or agreemenl (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 ofthe 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 Parly 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 litis EDS.
I he information prov ided in this I OS musl be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the lime the Cily lakes action on the Matter. If the Matter is a contract being handled by ihc City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC" Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility musl be kept current for a longer period, as required by MCC Chapter 1-23 and Seciion 2-154-020.
Pane 11 of 15
CERTIFICATION
Under penalty of perjury. ihe pciM-ii sEmi • ':-,:.-¦.• .; i ; .:>\,;<. he/she 'y- auihoi i/ed lo cxcoue
iliis EDS, and al! applicable Apperkiiee- ,o -f, t i>,; ;. ^m, Oari.\. and : i warrants that al!
certilications and statements contained m M¦ ^<.P.n. and a'! appm.ibk Appendices, are true, accurate and complete as ofthe date furnished to the t i'--
Park Boulevard 3B LLC (Priii^or type exact ieuai name of Disc
V ,,.
\ iSiaiixjtcre)
\" \ James wilier ^
(Print or t\pe name of person signing)
Manager of JLM Manage) LLC. the ami (Print or type title of 'person signing)
Siuned and sworn
to be lore me on idaic; ^fc^f'/2}Z02-(
ai C&*k^.- County,
Not an' Public
Commission expires: /\/.(ry'.(jM Lii ^7/ ^
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Parly must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" vvith any elected city official or department head. A "familial relationship" exists if. as of the date this EDS is signed, the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any oflhe 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 ofthe Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership: all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ol'a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
I I Yes tXl No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title oflhe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature ofsuch familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSE RE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFF LAW/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 Seciion 2-1 54-0 10. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes |x| No
If the Applicant is a legal entily publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes | | No [Xi The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Price 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSE RE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "'contractor' as delincd 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 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.
I I Yes
[ J No
0>
Pace 15 of 15
Park Boulevard 3B LLC Economic Disclosure Statement Attachment I
Name Address Relationship to Disclosing Party Estimated Fees
Walsh ll/GMA JV 2 929 West Adams, Chicago, IL 60607 General Contractor $31,367,619
The Habitat Company 350 West Hubbard Street, Chicago, IL 60654 Property Manager 590,000
Johnson & Lee, Ltd. 1 E. 8th Street, Suite 200, Chicago. IL 60605 Architect §946,794
Terra Engineering, Ltd. 225 W. Ohio Street, 4th Floor, Chicago, IL 60654 Surveyor 535,000
Milhouse Inc 333 S Wabash Ave #2901, Chicago, IL 60604 Engineer 3260,000
Lightengale Group 140 S Dearborn Street Suite 1500A, Chicago, IL 60603 Development Consultant $275,000
Appiegate & Thorne Thomsen 425 S Financial Place Suite 1900, Chicago, IL 60605 Attorney 5265,000
HP3 Law, LLC d/b/a TigerLaw 220 North Green Street, Chicago, Illinois 60607 Attorney $125,000
Novogradac & Company LLP P.O. Box 7833, San Francisco, CA 94120-7833 Market Study Consultant $25,000
Urban Real Estate Research 316 N. Michigan Ave, Chicago, IL 60601 Appraisal $20,000
RubinBrown LLP 4709 Golf Rd, Skokie. IL 60076 Accountant S25,000
Bureau Veritas 10461 Mill Run Circle. STE 1100 Owings Mills, MD 21117 PNA Consultant $23,840
Park Boulevard 3B LLC 10 West 35th Street, 9th Floor Chicago, IL 60616 Developer 53,148,929.
Concord Group 55 East Monroe Street, Suite 2850, Chicago, IL 60603 Third Party Reviewer 519,240
* The Developer fee reflected includes the DDF and CHA shared fee
PARK BOULEVARD 3B
MANAGER LLC
02021-4192
CITY OK CHICAGO ECONOMIC DISCLOSURE STATEiVlENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ ii'applicable: Park Boulevard 3B Manager LLC
Check ONE ol'the following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
[ | the Applicant
OR
|x J a legal entity currently holding, or anticipated lo hold within six months after City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name- ^ark Boulevard 3B LLC ' "OR
3. |x] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1))
State the legal name ofthe entity in which the Disclosing Party holds a right of control: PARK BOULEVARD 3B LLC
B. Business address of the Disclosing Party: 10 West 35th Street, 10th FIQor,
Chicago, Illinois 60616
Telephone: (312)654-1843 pax: (312)328-1111 Email:jmiller@parkboulevardchicago.com
Name of contact person: James Miller
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains, (include project number and location of property, ii'applicable):
Allocation of TII-. Tax Exempt Bonds and Donation Tax Credits from the City of Chicago Department of Housing for the development of Park Boulevard 3B at 41 W 36th Street and 42 VV 37th Street. Chicago. II. 60616
Which City agency or department is requesting this EDS? Department of Housing
IlThe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // Ver.20 I 8-1
and Contract ft
Page 1 of 15
SECTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ | Person [xi Limited liability company
[ | Publicly registered business corporation | ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
| | Sole proprietorship [ ] Not-for-profit corporation
| J General partnership (fs the not-for-profit corporation also a 501(c)(3))?
[ | Limited partnership | ] Yes [ ] No
| ] T rust [ | Other (please specify)
2. for legal entities, the stale (or foreign country) of incorporation or organization, if applicable: Illinois
for legal entities not organized in the Stale of Illinois: Has the organization registered to do
business in the State of Illinois as a foreign entity?
[ JYes [ ] No |N<( Organized in Illinois
B. If THE DISCLOSING PART Y IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: ( i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirect! v controls the day-to-day management oflhe Applicant.
NOTE: Each legal entity listed below musl submit, an EDS on its own behalf.
Name Title
JLM Manager LLC Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership inleresl in a partnership or joint venture, interest ofa member or manager in a
Ver.2018-1 Pane 2 of" 15
limited liability company, or interest ofa beneficiary ofa trust, estate or olher similar entity. If none, stale "None."
NOTE: Each legal entity listed below may be required lo submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Stateway Associates 3B LLC 10 west 35 th street, ioth Floor, cn.cago il eoeie 100%
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? [ J Yes I^No
Does the Disclosing Party reasonably expect to provide any income or compensation to any Cily
elected official during the 12-month period following the date of this EDS? [ ] Yes 0
Jf "yes" to either ofthe above, please identify below the name(s) of such City elected oflicial(s) and describe such income or compensation:
Does any City elecied official or, to the best ofthe 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 oflhe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| | Yes | x] No
If "ves." please identify below ihe narne(s) of such City elected official(s) and/or spouse(s)/domeslic
tT.irl n;ir/\'l on/1 / I; 1 ri h, > 1 I-),--¦' I i ivl n i-1 ¦ 11 I ni prpcl ( c ^
J' 11 1 l l I ^ I ^ . . / l.lliv-i v. i \_ . > v l J i ' ^. niv iill(.t>i^ii.ii mil. i
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
T he Disclosing Party musl 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 oflhe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party musl either ask the City whether disclosure is required or make the disclosure.
Page 3 of .15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
none
(Add sheets if necessary)
fx] Check here if the Disclosing Party has not retained, nor expects lo retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Seciion 2-92-415, substantial owners of business entities that contract with the City must remain in compliance vvith their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Parly been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ "j Yes ]X^j No | | No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
! | Yes | | No
FURTHER CERTIFICATIONS
j'fhis paragraph I applies oniy if the Matter is a contract being handled by the City's Department oi Procurement Services. | In the 5-year period preceding the dale of this EDS. neither the Disclosing Party nor any Affiliated Entily |see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entily wilh legal, auditing, investigative, or olher similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Aliiliated Entities are not delinquent in the payment of any tine, fee, tax or olher source of indebtedness owed to the City of Chicago, including, but nol limited to, water and sewer charges, license fees, parking tickets, properly taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II(B)(I) of this EDS:
arc 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 ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: 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 ofthe offenses set forth in subparagraph (b) above;
have not. during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5). (6) and (7) concern:
the Disclosing Party:
» any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection vvith the Matter, including but not limited to all persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Other Retained Parties"); ° any "Aliiliated Entitv" (meaning a person or entity that, directly or indirectly; controls the Disclosing Party, is conirolled by the Disclosing Party, or is. with the Disclosing Parly, under common control of another person or entily). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared • facilities and equipment: common use of employees; or organization ofa business entity following Staitk!i-9neligibilily ofa business entity to do business with federal or state or local government, including Ihe City, using substantially the same management, ownership, or principals as the ineligible entily. With respect lo Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Aliiliated Entity or any other official, agent or employee oflhe Disclosing Parly, any Contractor or any Affiliated Entily, acting pursuant lo the direction or authorization ofa responsible official ofthe Disclosing Party, any Conlractor or any Affiliated Entily (collectively "Agents").
Page 5 of 15
Neither the Disclosing Parly, nor any Contractor, nor any Affiliated Entity of either the Disclosing Parly or any Conlractor. 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 ofa Contractor during the 5 years before the date of such Contractor's or Aliiliated Entity's contract or engagement in connection vvith the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United Slates of America, in that officer's or employee's official capacity:
agreed or colluded vvith 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
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarmenl Regulations): or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Conlractor, 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 off 1) bid-rigging in violation of 720 ILCS 5/33.E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Parly nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department ol Commerce, State, or Treasury, or any successor federal agency.
j fOR APPLICANT' ONEY| (i) Neither the Applicant nor any "controlling person" [see MCC
r~'\, i.j i t; ai:,.i.-, i i' ...i: ,.i .1,. i~.... i i ,.i'iu„ ,\ i:, i :. i. :, .1: 1 ..
Laiapici 1 /-viueiO 1 un ''pj" 1 viiOi 111 s tinu ucjuitu iCinisj Oi. uiC AppiicaiU is euileluiy UiUiClcli 01
charged wilh, 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 againsi an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOT E: If MCC Chapter 1-23. Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Aliiliated Entities will not use, nor permit their subcontractors to use. any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONEY| The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certilications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent ofthe City, use any such
Ver.201S-l Page 6 ol' 15
contractor/subcontractor lhat does nol provide such certilications or thai the Applicant has reason to believe has not provided or cannot provide truthful certilications.
11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
N/A
If the letters "NA," the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe 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, ofthe Cily
of Chicago (if none, indicate wilh "N/A" or "none"). N/A
13. 'To the best ofthe Disclosing Parly'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, lo an employee, or elected or appointed official, ofthe City of Chicago, for purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or lo the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. CERTIFICATION OF STATUS AS f I NAN CTA L INSTITUTION
The Disclosing Parly certifies that the Disclosing Party (check one)
| | is [N<( is not
a "financial institution" as defined in MCC Seciion 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand thai becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Page 7 of 15
If ihe Disclosing Parly is unable lo make this pledge because il or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
N/A
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe Cily have a financial interest in his other own name or in the name of any other person or entity in the Matter?
[ | Yes [X( No
NOTE: If you checked "Yes" to Item I)(I). proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Hems D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property laken pursuant lo the City's eminent domain power does not constitute a financial inleresl within the meaning of this Part D.
Does the Matter involve a Citv Property Sale?
| | Yes jXj No
If you checked "Yes" to Item 0(1). provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Interest
N/A
4. The Disclosing Party further certifies lhat no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERT IFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (T) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an aiiaclimenl lo this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into wilh the City in connection with the 'Matter voidable by the City.
X 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders lhat provided coverage for damage to or injury or death of their slaves), and ihe Disclosing Party has found no such records.
2. The Disclosing Parly verifies that, as a result of conducting the search in step (I) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party veri fies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VIE For purposes oFthis Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. List below the names of all persons or entities registered under the federal Lobbying
i""»:.-.-. i ... r i --^ i-t* >\¦'¦-¦-> i.o...- >a-> i.xk,-;,„-, ,¦,,-,(¦.,u,.a-,.,i r ,-->r tn iVi.,.i,K|nr,
\J J SC I >S Ill C rVLl V) L l/.yj, CIS lIIMLiKIlCi. VV11V.I 11 a V llicn.lv . iwi.'l.' v njlllaul.l \t\\ ULlldil \J i l.llc I .:>cI v.'S 11 I ^
Party with respeci lo ihe Mailer: (Add sheets if necessary): N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed lhat the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf oflhe Disclosing Party vvith respect to the Matter.)
2. The Disclosing Party has noi spent and will not expend any federally appropriated funds to pay-
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to inlluence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 P;me 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
T he Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(I) through A(4) above, from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make, such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [x] No
If "Yes," answer the three questions below:
Flave you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CfR Part 60-2.)
I I V,, I" "I Kin
j j I CO I. J ¦ ¦ •¦•
flave you filed with the Joint Reporting Committee, the Director of the Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| "I Yes I I No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| ] Yes | j No
If you checked "No" to question (I) or (2) above, please provide an explanation:
Page 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
A. 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 vvith respect to the Matter. The Disclosing Party understands that it musl comply vvith all statutes, ordinances, and regulations on which this EDS is based.
13. 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 vv w vv. c i t yo fch i ca go .org/Eth i cs, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (3 12) 744-9660. T he Disclosing Parly must comply fully vvith this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Parly'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 lo make this document available to the public on its Internet site and/or upon request. Some or all ofthe 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 wilh ihe public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
11 T he information provided in this EDS musl be kept current. In the event of changes, the Disclosing Parly musl supplement this EDS up to the time the City lakes action on the Mailer. If the Matter is a contract being handled by ihe City's Department of Procurement Services, the Disclosing Parly must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT' INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by .MCC Chapter 1-23 and Section 2-154-020.
Pane 11 of 15
CERTIFICATION
Under penalty of perjury, the person Signing bei-.»w: { i i wm.-.mi^ diat he-she is authorized lo execute this EDS. and all applicable Append ices, on behali' o!' the i )isci>-.sinu Party. and (.';) u arrants that all certilications and statements contained in this EDS. and ail applicable Appendices, are true, accurate and complete as ofthe date furnished to the Cuy.
Park Boulevard 3B Manager LLC {PrinKir type exact legal name of Disclosing Pan;.)
i*>iC^^
\ ('Signshcrc')
\ \ JamesNvliller \ —-V-
( Prinl or lyspe^naijie of person signing)
Manager of JLM Manager LLC. the manager of Disclosing Party (Print or type title of person signing;
Signed and sworn to before me on (dale)
jt£6n4_ (state).
Count;
~7 J
Norarv P^bfic /
Comm i ss ion cxp i res:
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereol"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 thereol" 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 ofthe 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 ofthe Disclosing Party listed in Section If B. 1 .a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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, execut ive director, chief financial officer, treasurer or secretary ol'a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereol" cuiiciiil\' liave a lamilial ielatiousiiip with an elected city ollicial oi depaitiiieiit head/
• I. I Yes iXl No
11" yes, please identify below (1) the name and title of such person, (2) the name of the legal entity lo which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Paue 13 of 15
CITY 01- CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SC(H< FLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to he completed only by (a) the Applicani, 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 2-154-0 1 0, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
I" I Yes |X| No
If the Applicant is a legal enlily publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes | | No [Xj The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
T his Appendix is to be completed only by an Applicani that is completing this EDS as a "contractor' as defined in MCC Section 2-92-385. T hat section, which should be consulted (www.amlcgal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the Cily money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a conlractor pursuant to MCC Section 2-92-385. I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)( I) 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 Ihe Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ] No
0><[ N/A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no"' to the above, please explain.
Pane 15 of 15
JLM MANAGER LLC
02021-4192
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAV IT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ ii'applicable: JLM Manager LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ | the Applicant
OR
[ "I a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking lo which this L!DS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR " "
[xj a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
PARK BOULEVARD 3B Manager, LLC
B. Business address ofthe Disclosing Party: 10 West 35th Street, 10th Floor,
Chicago, Illinois 60616
Telephone: (312)654-1843 pax: (312)328-1111 Email:jmiller@parkboulevardchicago.com
Name of contact person: James Miller _
federal Employer .Identification No. (if you have one):
f. Brief description oflhe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Allocation of TIF, Tax Exempt Bonds and Donation Tax Credits from Ihe City of Chicago Department of Housing for Ihe development ol Park Boulevard 3B at 41 W 36th Street and 42 W 37lh Street. Chicago IL 600 16
G. Which City agency or department is requesting ihis EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification if and Contract fi
Ver.2018-1 Pane I of 15
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
[ ] Person | xl Limited liability company
| | Publicly registered business corporation | | Limited liability partnership
[ ] Privately held business corporation [ | Joint venture
[ ] Sole proprietorship [ | Not-for-profit corporation
| | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ | Limited partnership | ] Yes [ | No
| | Trust | | Other (please specify)
2. For legal entities, the slate (or foreign country ) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered lo do business in the State of Illinois as a foreign entity?
[ J Yes [ ] No IX Organized in Illinois
B. IF THE DISCLOSTNG PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities ( if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management oi the Applicant.
NOTE: Each legal entity listed below must submit an EDS on iis own behalf.
Name Title
James L Miller Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 ol' 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entily. If none, slate "None."
NOTE: Each legal entity listed below may be required lo submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Stateway Associates 3B LLC 10 W. 35th Street 10th Fl Chicago. JL 100%
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has Ihe Disclosing Party provided any income or compensation lo any Cily elected official during the
12-month period preceding the date of this EDS? | | Yes p*^ No
Does the Disclosing Parly reasonably expect to provide any income or compensation to any City elected official during the 12-month period following the date of this EDS? [ | Yes (X(No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in ihc Disclosing Parly?
| ] Yes [x| No
If "yes." please identify below the naine(s) of such City elected official(s') and/or spouse(s)/domcstic partner(s) and describe the financial interests).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
T he 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 olher person or entity whom the Disclosing Party has retained or expects lo retain in connection wilh the Matter, as well as the nature ofthe relationship, and the total amount oflhe fees paid or estimated to be paid. 'The Disclosing Parly is nol required to disclose employees who are paid solely through the Disclosing Parly's regular payroll. If ihe Disclosing Party is uncertain whether a disclosure is required under this Seciion, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Pane 3 of 15
Name (indicate whether Business Relationship to Disclosing Pari}- Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
None
(Add sheets if necessary)
[< | Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT -ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
PI as any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ JYes ]X] No [ ] No person directly or indirectly owns 10%) or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
| | Yes | | No
FURTHER CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services, j In the 5-year period preceding the date of this EDS. neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below J has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and. if the Disclosing Parly is a legal entity, all of those persons or entities identified in Section II(B)( 1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted ofa 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;
arc not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) wilh committing any ofthe offenses set forth in subparagraph (If) above:
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, slate 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 stale, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certilications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Mailer, including but not limited to all persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Other Retained Parlies");
" any /A 1 I 11 IdlCLi i.liuiy i n_cul ll ig, a itiSun Oi t-ni.ii._y nun, un Llu y vn miuih.Li.iv . i_wul.iwi.S 111L
Disclosing Party, is controlled by the Disclosing Parly, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, wilhoul limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entily following stalfHe-(fneligibilily ofa business entity to do business vvith federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respeci lo Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or. wilh the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Parly, any Contractor or any Aliiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of cither the Disclosing Party or any Conlractor. nor any Agents have, during the 5 years before the date of this EDS. or. vvith respeci to a Conlractor, an Affiliated Entily, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection vvith the Matter:
bribed or attempted lo bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe federal government or of any slate 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 nol been prosecuted for such conduct: or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a .Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United Slates of America lhat contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or "freasury, or any successor federal agency.
X. jfOR APPLICANI' ONLY| (i) Neither the Applicant nor any "controlling person" |see MCC
f'K-i .V|99|\,-h,.|i 1 I',-- -ii-srU j |v I il i .' •.H/>l~no/l t (-ii-i-il c 1 /-il'llMi A nnlti'Mill i i ¦ I 1 r r<-> n I I V i fw'l i / • f f-w'l ilr
V.-- IlUplV-L 1 . ' . . II HLIl. 1 1 \J 1 I I j / j.' I 1 Oct U 1 I 1 I > UI1U UV. 1 1 1 L V_ 1 1 1 I O | V . I I I I V .'V j' j' 1 1 1- I 11 1 I 1.1 l.llll^ULl\ 1 1 KI 1 1.-I 1.1.1
charged with, or has admitted guilt of, or has ever been convicted of, or placed under .->upei vision lor, any criminal offense involving actual, attempted, or conspiracy lo commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe Cily or any "sister agency"; and (ii) the Applicani understands and acknowledges that compliance with Article I is a continuing requirement for doing business wilh the City. NOTE: If MCC Chapter 1-23. Article I applies lo the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[TOR APPLICANT ONLY] The Applicant and its Aliiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on ihe federal System for Award Management ("SAM").
[EOR APPLICANT ONLY) The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection wilh the Matter certifications equal in form and substance to those in Certilications (2) and (9) above and will not. without the prior written consent ofthe City, use any such
Ver.20 IS-1 Page 6 of 15
contractor/subcontractor thai does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certilications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further
Certifications), the Disclosing Party must explain below:
N/A
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe. Disclosing Party who were, at any time during the 12-monlh period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City
of Chicago (if none, indicate with "N/A" or "none"). N/A
13. To the best ofthe 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, ofthe City of Chicago, for purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate vvith "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. CER'I II'ICAi ION Of ST A I US AS f INANClAf INSTITUTION
iiie Disclosing Parly certifies that the Disclosing Party (check one)
[ ] is IX 's ncl
a "financial inslil.ul.ion " as defined in MCC Section 2-32-455(b).
If the Disclosing Parly IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Patze 7 ol 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):
N/A
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that: the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FIN A NCI AE INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance wilh MCC Section 2-1 56-1 1 0: To Ihe best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ | Yes [X No
NOTE: if you checked "Yes" to Item f)(f), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a Cily Property Sale?
[ j Yes [Xj No
If you checked "Yes" to Item f)( I), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of financial Interest
N/A
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
P CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this LTXS all information required by (2). Failure to comply wilh these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
X 1. The Disclosing Parly verities lhat the Disclosing Parly 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 lhat provided coverage for damage to or injury or death oflheir slaves), and ihe Disclosing Party has found no such records.
2. The Disclosing Parly verities lhat, as a result of conducting Ihe search in step (I) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies, ihe Disclosing Party verifies lhat the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: IT the Matter is federally Rinded, complete this Section VE If the Matter is not federally funded, proceed to Section VIE for purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. fist below the names ol all persons or entities registered under ihe federal Lobbying Disclosure Act oi 1995. as amended, who have made lobbying contacts on behalf ot the Disclosing
Party vvith respeci io the Mailer: (Add sl seels if necessary): N/A
(If no explanation appears or begins on ihe lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the L,obbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect lo the Matter.)
2. The Disclosing Party has nol spent and will not expend any federally appropriated funds to pay-
any person or entily listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
ofa member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
T he Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is nol an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) oflhe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( 1) through A(4) above from all subcontractors before il awards any subcontract and the Disclosing Parly must maintain all such subcontractors' certifications for the duration oflhe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT' OPPORTUNIT Y
If the Matter is federally funded, federal regulations require the Applicani and all proposed subcontractors to submit the. following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
| | Yes " |X | No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations'? (See 4 I CFR Part 60-2.)
I j 1 v.^ [ j j ^ \.)
Flave you filed vvith the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes | | No | | Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| ] Yes ' | ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 15
SUCTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
'The Disclosing Party understands and agrees thai:
The certilications. disclosures, and acknowledgments conlained in this EDS will become part of any contract or other agreement: between the Applicant and the City in connection vvith 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.
I he 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 w vv vv. c i t vo fch i ca go. o rg/ Et: hies, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St Suite 500, Chicago, IE 60610, (312) 744-9660. "t he Disclosing Party must comply fully with this ordinance.
If the City determines lhat any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which il 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 ofthe 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.
I he 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 lakes 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 1 (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MICC Chapter I -23 and Section 2-1 54-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing beU>u: (T ) warrants that he/she is authorized to execute this BOS. and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that al! certifications and statements contained in this EDS. and all applicable Appendices, arc true, accurate and complete as ofthe date furnished to the ( iu .
JLM Manager LLC (Pririvpr type exact legal name ol'Disclosing Pariy'
(Print or typ'e-iiajjje of person signing) Manager
(Print or type title of person signing)
Signed and swom to before me on (date) County.
Vcr.2018-1
CIT Y OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
T his 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 2-1 54-01 5. the Disclosing Parly must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the dale 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 oflhe 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 ofthe Disclosing Party listed in Section II.B. 1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Parly is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe 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 ofa legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof current!v h^ivc ci "Iciiii'liiii! reliriiionship1' with im elected city o!' icini or depo'iivcc'iii hccid'*
I. .1 Yes (xl No
If yes. please identify below (1) the name and title of such person. (2) the name oflhe legal entity to which such person is connected; (3) the name and title oflhe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOIT LAVV/PROBLEM LANDLORD CERTIFICATION
T his 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 nol 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 scofllaw or problem landlord pursuant to MCC Seciion 2-92-416?
I. I Yes lx) No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicani identified as a building code scofllaw or problem landlord pursuant to MCC Seciion 2-92-416?
| JYes [ | No |X| The Applicant is notpublicly traded on any exchange.
I f yes to ( I ) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Pane 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor'; 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 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 lo MCC Seciion 2-92-385, I hereby certify that the Applicant is in compliance wilh MCC Section 2-92-385(b)( I) and (2), which prohibit: (i) scrcenin job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from currenl or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
| | Yes
i: i no
(X N7A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
P;me 1.5 of 15
STATEWAY ASSOCIATES
3B LLC
02021-4192
CITY OF CHICAGO ECONO MIC I) ISC LOS URE STAT EM ENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name orthe Disclosing Parly submitting this EDS. Include d/b/a/ if applicable: Stateway Associates 3B LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
| | Ihe Applicant
OR
[x | a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: PARK BOULEVARD 3B LLC
OR
[ ] a legal entity vvith a direct or indirect right of control oflhe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 10 West 35th Street, 10th Floor,
Chicago, Illinois 60616
C. Telephone: (312)654-1843 pax: (312)328-1111 Email:jmiller@parkboulevardchicago.coi
D. Name of contact person: James Miller
E. federal Employer Identification No. (if you have one):
f. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of properly, if applicable):
Allocation of TIF. Tax Exempt Bonds and Donation Tax Credits from Ihe City of Chicago Department of Housing for the development of Park Boulevard 3B at 41 W 36th Street and 12 W 37th Street Chicago IL 60616
G. Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract #
Ver 2018-1 Pane 1 of 15
SFXTION H -
- DISCLOSURE OE OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
| | Person
|" ] Publicly registered business corporation
| | Privately held business corporation
| | Sole proprietorship
| | General partnership
[ ] Limited partnership
I I Trust
|x| Limited liability company
[ ] Limited liability partnership
| j Joint venture
[ | Not-for-profit corporation
(Is the nol-lbr-prolit corporation also a 501(c)(3))?
| | Yes [ ] No
[ | Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, ii'applicable:
Illinois
3. For legal entities not organized in the State of Illinois: lias the organization registered to do business in the State of Illinois as a foreign entity?
| | Yes | | No |N<< Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entily that directly or indirectly controls the day-to-day management ofthe Applicani.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
JLM Manager LLC Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after Cily action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an inleresl include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 of 15
limited liability company, or interest ofa beneficiary ol'a trust, estate or olher similar entily. 11'none, state "None."
NOTE: Each legal entily listed below may be required to submit: an EDS on its own behalf
Name Business Address Percentage Interest in the Applicani
JLM Investment 3B LLC 10 WEST 35 TH STREET. 10TH Floor, Chcago IL 60616 1 00%
SECTION HI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? | | Yes [Xj No
Does the Disclosing Parly reasonably expect to provide any income or compensation to any City-
elected official during the 12-month period following the date of this EDS? [ ] Yes (><[ No
If "yes" lo either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge alter reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-1 56 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| | Yes | X | No
If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest!s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56). accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection wilh the Matter, as well as the nature ofthe relationship, and the total amount ol'the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Pane 3 of 15
Name (indicate whether Business retained or anticipated Address to be retained)
None
Relationship to Disclosing Party fees (indicate whether
(subcontractor, attorney. paid or estimated.) NOTE:
lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets i f necessary)
|X] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. S ECT ION V - C E RT IFIC ATI O N S
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract vvith 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| J Yes Kl No [ | No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance vvith that agreement?
| j Yes [ | No
ICR I IIER CERTIf ICATIONS
(This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services. | In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entily |scc definition in (5) below] has engaged, in connection vvith 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 vvith legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any line, fee, tax or other source of indebtedness owed to the City of Chicago, including, but nol limited to, water and sewer charges, license fees, parking tickets, properly taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any lax administered by the Illinois Department of Revenue.
Paue 4 of 15
The Disclosing Party and. if the Disclosing Parly is a legal entity, all of those persons or entities identified in Section ll(R)( 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 ofa 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, stale or local) with committing any oflhe offenses set forth in subparagraph (b) above:
have not, during the 5 years before the dale of this EDS, had one or more public transactions (federal, slate or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Parly;
° any "Contractor" (meaning any conlractor or subcontractor used by the Disclosing Party in connection with the Mailer, including but not limited to all persons or legal entities disclosed under Seciion IV, "Disclosure of Subcontractors and Other Retained Parlies"); ° anv "Affiliated Entily" (meaning a person or entity that, directly or indirectly: controls the Disclosing Parly, is controlled by the Disclosing Party, or is. with the Disclosing Party, under common control of another person or entily). Indicia of control include, without limitation: interlocking management or ownership: identity of interests among family members, shared facilities and equipment: common use of employees: or organization ofa business entity following . the ineligibility ofa business entily to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entily. With respect to Contractors, the term Affiliated Entity means a person or entity thai directlv or indirectlv controls the Contractor, is controlled bv it. or. with the Contractor, is under common control of another person or entity:
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of ihc Disclosing Party, any Conlractor or any Affiliated Entity, acting pursuant lo the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Pane 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entily of cither ihe Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS. or. with respeci to a Conlractor. an Aliiliated Entily. or an Aliiliated Entily ofa 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 ad judged guilty of bribery or attempting to bribe, a public officer or employee ofthe Cily. the Stale of Illinois, or any agency ofthe federal government or of any state or local government in the United Slates of America, in that officer's or employee's official capacity;
agreed or colluded vvith 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 agreemenl lo 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)(iVlinimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-t igging in violation of 720 IECS 5/33E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entily is listed on a Sanctions List maintained by the United States Department of Commerce, Slate, or Treasury, orany successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicani nor any "controlling person" [sec MCC Chapter 1-23, Article I for applicability and defined lerms | oflhe 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 ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance vvith Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use. any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or lo be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will nol. without the prior written consent ofthe City, use any such
Ver 2018-1 i'ai'.e 6 of 15
contractor/subcontractor that does nol provide such certilications or lhat the Applicant has reason to believe has not provided or cannot provide truthful certilications.
I I. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certilications). the Disclosing Party must explain below:
N/A
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe 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, ofthe City of Chicago (if none, indicate vvith "N/A" or "none"). N/A
13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate vvith "N/A" or "none"). As to any gilt listed below, please also list the name ofthe City recipient.
N/A
C. CERTIFICATION OF STATUS AS FINANCIAL INS I I I I .•'HON
i he Disclosing Party certifies that the Disclosing Party (check one)
[ | is [N<( is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. Wc further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand lhat becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Pa-e 7 of 15
If the Disclosing Party is unable lo make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
N/A
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified lo the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Seciion 2-156-1 10: To the best of the Disclosing Parly's knowledge after reasonable inquiry, docs any official or employee oflhe City have a financial interest in his or her own name or in the name of any olher person or entily in ihe Mailer?
I I Yes IX No
NOTE: If you checked "Yes" to Item D( 1), proceed to Items D(2) and D(3). If you checked "No" to Item D( l). skip Items D(2) and D(3) and proceed lo Part E.
Unless sold pursuant lo a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs lo the City, or ( ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "Cily Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does ihc Matter involve a City Properly Sale'?
| | Yes jXj No
If you checked "Yes" to Item 1)(1). provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature oflhe financial interest:
Name Business Address Nature of financial Interest
N/A
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
I'a-e S of 15
II (PR I IFKVYI ION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into vvith the City in connection with the Matter voidable by the City.
X 1. The Disclosing Party verifies that lite Disclosing Party has searched any and all records of
the Disclosing Parly and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Parly has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Parly verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Seciion VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
.1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf oflhe Disclosing Party with respect to the Matter: (Add sheets if necessary):
N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Parly means that NO persons or entities registered under the Lobbvins Disclosure Act of 1995. as amended, have made lobbving contacts on behalf of the Disclosing Parly with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to inlluence an oflicer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver 201 8-1 Pane 9 of 15
ofa member of Congress, in connection with the aw aid of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information sel forth in paragraphs A(i ) and A(2) above.
The Disclosing Parly certifies that either: (i) it is nol an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986: or (ii) it is an organization described in section 501(c)(4) oflhe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as thai term is delined in the Lobbying Disclosure Act of 1995. as amended.
If the Disclosing Parly is the Applicant, the Disclosing Parly musl obtain certifications equal in form and substance lo paragraphs A(l) through A(4) above from all .subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certilications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
I f the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing al the outset of negotiations.
Is the Disclosing Party the Applicant?
| | Yes * KI No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (Sec 41 Cf R Part 60-2.)
i j Yes ! J No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due tinder the applicable filing requirements?
| | Yes | | No | | Reports not required
flave you participated in any previous conlracts or subcontracts subject to the equal opportunity clause?
|" | Yes ' [ | No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certilications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection wilh the Matter, whether procurement, City assistance, or olher Cily action, and are material inducements to the City's execution of any contract or taking other action vvith respect to the Matter. The Disclosing Party understands that il 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 ihis ordinance and a training program is available on line at \vww.citvofchicago.org/Elhics, and may also be obtained from the City's Board of Elhics, 740 N. Sedgwick St., Suite 500, Chicago, IE 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
.If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and lite 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 lo the public on its Internet site and/or upon request. Some or all ofthe 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 il may have against the Cily in connection vvith the public release of infonnation 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 Parly 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 Parly musl update this EDS as the contract requires. NOTE: With respect to Matters subject lo MCC Chapter 1-23, Article 1 (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.
Pa-e II of 15
CERTIFICATION
Under penalty oi peijtiry. the pu.M>i: stum:!. ¦ this EDS, and al! applicable Appendices -.s ¦ certifications and >tatements contained in u.'>-and complete as orthe date furnished in du. :
ie. she aumun/.'.ecl to execu '.ti'iv. .mo i' '-, w airnno. thai al div.'. ¦¦. a-e true, aecura
\ppe;
Stateway Associates 3B LLC , an Illinois l iciiai name e-.i'l.'Mse!n<
(SiurNierc
James MilTe^^j
(Print or type name ol" person sianin^;
Manager of JLM Manage! LLC, the- rnanao.; (Print or type title of person signing)
County.
Notary Public/
Commission expires yfy
Voi.2018-1
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS
AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-1 54-01 5. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parly" 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 ihc mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any oflhe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law. mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Parly is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers oflhe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Parly. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary ofa legal entity or any person exercising similar authority.
Docs the Disclosing Parly or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" wilh an elected city official or department head?
[ I Yes kl No
If yes. please identify below (1) the name and title of such person. (2) the name ofthe legal entity to which such person i.s connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Pa-e 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is nol. to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-0 10. is the Applicant or any Owner identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ I Yes IXj No
I f the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes | | No [Xj f ie Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Pa-e 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant lhat is completing this EDS as a ''contractor'" as defined in MCC Seciion 2-92-385. That section, which should be consulted (wvvvv. a m 1 c » a 1. c o m), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or 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 conlractor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant: is in compliance vvith MCC Section 2-92-385(b)( I) 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 Applicani has adopted a policy that includes those prohibitions.
[ ] Yes [ ] No
D><[ N/A - 1 anl 1101 an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Seciion 2-92-385(c)( 1).
If you checked "no" to the above, please explain.
Puge 15 of 15
JLM INVESTMENT 3B
LLC
02021-4192
CH V OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: JLM Investment 3B LLC
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
| | the Applicant
OR
fx] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Park Boulevard 3B LLC
OR
f ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section I1(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 10 WEST 35 TH STREET, 10TH FLOOR
CHICAGO, ILLINOIS 60616
Telephone: (312)654-1843 Fax: (312)328-1111 Email: jmiller@parkboulevardchicagocom
Name of contact person: James Miller
p federal Employer Identification No. (if you have one)- .
f. Brief description oflhe Matter lo which Ihis EDS pertains. (Include project number and location of
property, if applicable):
Allocation of TIP. Tax Exempt Bonds and Donation Tax Credits from the City of Chicago Department of Housing for Ihe development of Park Boulevard 3B at 41 W 36th Street and -12 W 37th Street. Chicago. IL 60616
G. Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification// and Contract 'tf
Page I oft5
SECTION II -- DISCLOSURE OE OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Parly:
[ ] Person | >f Limited liability company
[ ] Publicly registered business corporation | ] Limited liability partnership
[ ] Privately held business corporation [ J Joint venture
[ | Sole proprietorship [ ] Not-for-profit corporation
[" ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership | ] Yes [ | No
[' ] Trust [ | Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do
business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [ ^Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any oilier person or legal entity that directly or indirectly controls Ihe day-to-day management oflhe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
.lame E. Miller Sole Member
JLM Manager LLC Manacer
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
P;ige 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None.'-'
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
James L Miller "'
SECI ION 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'? [ J Yes No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-monlh period following the date of this EDS? [ ] Yes [Xl No
If "yes" to either ofthe above, please identify below the name(s) of such City elected olTicial(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe 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 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [X| No
If "yes." please identify below the name(s) of such Cily elected oflicial(s) and/or spou.se(s)/domestic partner(s) and describe ihe financial inieresl(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
Pane 3 of 15
Name (indicate whether Business Relationship lo Disclosing Parly Pees (indicate.whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
lo be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
NA
(Add sheets if necessary)
[Xl Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiclion?
f | Yes fx] No | | No person directly or indirectly owns 10% or more oflhe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for paymeni of all support owed and is the person in compliance with lhat agreement?
| | Yes f | No
F U RTPI ER CERT1FIC ATI ON S
| This paragraph I applies only if ihe Mailer is a contract being handled by the City's Department of Procurement Services.J Jn the 5-year period preceding the dale ol this EDS, neither the Disclosing Parly nor any Affiliated Entily fsec definition in (5) below] has engaged, in connection wilh 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 vvith a contract in progress).
The Disclosing Party and its Aliiliated Enlilies are nol delinquent in the payment of any line, fee, tax or other source of indebtedness owed lo 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.
Piigc 4 of 15
The Disclosing Party and, if Ihe 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 nol, during the 5 years before the date of this EDS, been convicted ofa 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 entily (federal, state or local) vvith committing any ofthe 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
c. have not. during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
° any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection vvith the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Olher Retained Parlies"): ° anv "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Parly, or is, vvith the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business vvith federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or. with the Contractor, is under common control of another person or entity:
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any-other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official oflhe Disclosing Party, any Contractor or any Affiliated Entily (collectively "Agents").
Pa lie 5 of 15
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 dale of this EDS. or, with respeci to a Contractor, an Affiliated Entity, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection wilh ihe Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in thai officer's of employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a parly to any such agreemenl, 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
cl. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting vvith any unit of stale or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33E-3: (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United -Statcs'of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or freasury. or any successor federal agency.
j I OR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" | sec MCC Chapter 1-23, Article I for applicability and defined lerms] of ihe Applicani 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 ofthe Cily or any "sister agency": and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business vvith the Cily. NOTE: If MCC Chapter 1-23, Article I applies lo the Applicani, that Article's permanent compliance timeframe supersedes 5-year compliance lime frames in this Section V.
|LOR APPLICANT ONLY] The Applicani 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").
[EOR APPLICANT ONLY] The Applicani will obtain from any coniractors/subconlractors hired or to be hired in connection with the Matter certifications equal in form and substance lo those in Certifications (2) and (9) above and will not, without the prior written consent ofthe Cily. use any such
Ver.20 IS-1 Paue f> of 15
conlracior/subcontractor that does not provide such certilications or that the Applicant has reason to believe has not provided or cannot provide truthful certilications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certilications). the Disclosing Party must explain below:
N/A
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed lhat the Disclosing Party certified to the above statements.
I 2. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this FDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). N/A
13. To the best ofthe 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 1 2-month period preceding the execution date of this FDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gilt" does nol include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As lo any gift listed below, please also list the name ofthe City recipient. N/A
C. CF.RT If ICATION OF STATUS AS I-IN ANO A I. INST f fUTION
f The Disclosing Parly certifies that the Disclosing Party (check one)
| | is IX] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
2. If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge lhat none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand lhat becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss oflhe privilege of doing business with the City."
Pane 7 of 15
Iflhe Disclosing Parly is unable lo make this pledge because il or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary): N/A
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CIT Y BUSINESS
Any words or lerms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance vvith MCC Section 2-156-1 10: To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, does any official or employee oflhe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [XJ No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for iaxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "Cily Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
I. I Yes fx] No
If you checked "Yes" lo Item D(l), provide the names and business addresses oflhe City officials or employees having such financial interest and identify the nature ofthe financial inleresl:
Name Business Address Nature of financial Inleresl
N/A
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICAT ION REGARDING SLAVERY ERA BUSINESS
Please cheek either (1) or (2) below. If the Disclosing Parly checks (2), the Disclosing Party must disclose below or in an attachment to ihis EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into vvith the City in connection with the Matter voidable by the City.
* 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves)., and the Disclosing Party has found no such records.
2. T he Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. T he Disclosing Party verities lhat the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VIE for purposes of this Section VI. tax credits allocated bythe City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf oflhe Disclosing
Party with respect lo Ihc Matter: (Add si seels if necessary):
N/A
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means thai NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party vvith respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds lo pay-any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any person or entity lo influence or attempt to influence an officer or employee of any agencv. as defined by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.201 S-l Page 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into1 any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A( 1) and A(2) above.
The Disclosing Party certifies lhat either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is delincd in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certilications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certilications for the duration ofthe Matter and musl make such certilications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT' OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes ^ [X] No
Jf "Yes," answer the three questions below:
Have you developed and do you have on Iiie affirmative action programs pursuant to applicable federal regulations? (See 41 CfR Part 60-2.)
| | Yes 1 I No
Have you 11 led vvith the Joint Reporting Committee, the Director ofthe Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable tiling requirements?
[ ] Yes [ "I No [ | Reports nol required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| | Yes ' | | No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Page 10 of 15
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 musl 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. T he full text of this ordinance and a training program is available on line at vv vv w. c i tyo fch icago. org/Eth ics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IE 60610, (3 12) 744-9660. The Disclosing Party must comply fully vvith this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe 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 vvith 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.
T he infonnation provided in this EDS musl 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 Mattel-. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020. '
Page 11 of 15
CERTIFICATION
I aider penally ui" perjuiy . (he person sigui':: ihis EDS. and all applicable Appendices. certifications and statements contained in ;i: and comniete as ol'the dale furnished tn th
m! :;c. Mie •<•• uidio; !/.ed to execute
halfoi i!:', : .>i.-, :-'-.in- i-'any. and <2} warrants lhat ail i.)*¦-. and ad . .:-v:\<. Vntviudcv v arc true, actuvaU
JLM Investment 3B LLC f Print or type exact leual name of Disclosm:
\ fSigf^herc) :> JamesHvWIer \^
(Print or lypcMinjyie ol'person signing)
y> Disciossna Pan-.
Manager of JLM Manager LLC, the manager ... (Print or type title of person signing'!
a i
/
Cominission expires:
Signed and sworn to before me on (date) /^(aj^I^^- -^-2/ County. ^jJIJU*s*.*a> iM.iie;.
Vcr.2018-!
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Parly must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" vvith 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 ofthe 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 ofthe Disclosing Party listed in Section 11.13. fa., 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 ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ofa legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currentlv have a "familial relationship" with an elected city official or department head?
! j Yes | X] No
If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected cily official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Pa-e 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entily 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 lo MCC Section 2-1 54-010, is the Applicant or any Owner identified as a building code .scofllaw or problem landlord pursuant to MCC Section 2-92-416?
| ] Yes |X| No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ | No |xj The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STAT EMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "conlractor" as defined in MCC Section 2-92-385. That seciion, which should be consulted (vv vv w. a m I e g a 1. c o m), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them lo conduct a business on City premises.
On behalf of an Applicant lhat is a contractor pursuant to MCC Section 2-92-385. I hereby certify that the Applicant is in compliance vvith 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.
[ | Yes [ I No
|x| N/A - 1 am not an Applicant that is a "contractor' as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( I). If"you checked "no" to the above, please explain.
Page 15 of 15
36th and STATE LLC
02021-4192
( IT V OF CHIC AGO ECONOMIC DISCLOSURE STAT EM ENI AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: 36ih and Slate LLC
Cheek ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
|X] the Applicant
OR
[ | a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred lo below as the
"Matter"), a direct or indirect inleresl in excess of 7.5% in the Applicant. Slate the Applicant's legal
name:
OR
[ J a legal entity with a direct or indirect: right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
13. Business address ofthe Disclosing Party
Telephone: 312-274-8200 fax:
Name of contact person: Perry V'ieiii
Federal Employer Identification No. ("tf you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location ol properly, il applicable): Allocation of "I IF, fax Exempt Bonds and Donation I ax Credits Irom the Cily of
Chicago Department of Housing for llie development of Park Boulevard 313 at
4 1 VV. 36th Street and 42 W. 37th Street. Chicago. .1L 60616. .
G. Which City agency or department is requesting this EDS? DEPARTMENT OF HOUSING _
I f the Mailer is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // Vcr.2018-1
and Contract
Pane 1 of 15
SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE Ol THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
[ | Person |X] Limited liability company
| | Publicly registered business corporation [ | Limited liability partnership
|" ] Privately held business corporation [ J Joint venture
[ ] Sole proprietorship [ J Not-for-profit corporation
[ | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ 1 Limited partnership | J Yes | | No
|" | T rust [ | Other (please speeify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
| JYes I. J No [X] Organized in Illinois
13. IF I I I Ed DI SCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entily; (ii) for not-for-profit corporations, all members, if any. which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity lhat directly or indirectly controls ihe day-to-day management of the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title l'he Intei laitli Housing Development Corporation of Chicago Manager
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Pane 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entily. If none, stale "None."
Name Business Address
The [nletfaith Housing 4 I I S Wells St
Development Corporation Suite 400 of Chicago
Chicago, If 60607
NOTE: Each legal entity listed below may be required lo submit an EDS on iis own behalf.
Percentage Interest in the Applicant 100.11%
United States
SECTION NI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any income or compensation to any City elected official during the
12-month period preceding the dale of this EDS? [ ] Yes [Xj No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ | Yes [Xj No
If "yes" to either ofthe above, please identify below the name(s) of such City elected ofticial(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Parly's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| j Yes [XJ No
If "yes." please identify below the name(s) of such City elected olficial(s) and oi spouse(s)/domesiic parmer(s) and describe the Imancial uneresl(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist, (as defined in MCC Chapter 2-156), accountant, consultant and any olher person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated lo be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Parly is uncertain whether a disclosure is required under this Section, the Disclosing Party musl either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Pees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
lo be retained) lobbyist, etc.) "hourly rale" or "i.b.d." is
nol an acceptable response.
TigorLaw 220 North Green Street Attorney $100,000 Estimated
Retained Chicago. IL 60607
United States
(Add sheets if necessary)
| J Check here if the Disclosing Parly has not retained, nor expects lo retain, any such persons or ent.il ies. 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 ofthe Disclosing Parly been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| | Yes | ] No [X] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[. J Yes | | No
FURTHER CERTIFICATIONS
1. - | Ehis paragraph i applies only if the Matter is a contract being handled by the Ciiv's Department of
Procurement Services.] in the 5-year period preceding the date of this EDS. neither ihe Disclosing
Parly nor any Affiliated Entity [see definition in (5) below j 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 agencv monitor the
activity of specified agency vendors as well as help the vendors reform their business praciices so they
can be considered for agency contracts in the future, or continue vvith a contract in progress).
2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine. fee.
lax or other source of indebtedness owed to the Cily of Chicago, including, but not limited to. water
and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor i.s the Disclosing
Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Pa lie 4 of 15
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 ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: 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;
arc not presently indicted for. or criminally or civilly charged by, a governmenlai entily (federal, state or local) with committing any ofthe 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 nol, during the 5 years before ihe date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5). (6) and (7) concern:
the Disclosing Party;
° any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed tinder Section IV, "Disclosure of Subcontractors and Other Retained Parlies"): « any "Afllliaied Emily" (meaning a person or entity thai, directly or indirectly: controls the Disclosing Parly, is controlled by the Disclosing Parly, or is, with the Disclosing Parly, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business with federal or stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect lo Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Conlractor. is under common control of another person or entity;
any responsible official ofthe Disclosing Parly, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Emily, acting pursuant lo the direction or authorization ofa responsible official ofthe Disclosing Parly, any Contractor or any Affiliated Entity (collectively "Agents").
Pane 5 of 15
Neither the Disclosing Parly, nor any Conlractor. nor any Affiliated. Entity of either the Disclosing Party or any Contractor, nor any Agents have, during ihe 5 years before the dale of this EDS, or. vvith respect to a Contractor, an Aliiliated Entily, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Emily's contract or engagement in connection vvith the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthe City, the State of Illinois, or any agency ofthe 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 vvith other bidders or prospective bidders, or been a party lo 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 thai is a matter of record, but have not been prosecuted for such conduct: or
violated ihe provisions referenced in MCC Subsection 2-92-320(a)(4)(Conlracls Requiring a Base Wage); (a)(5)(Debarment Regulations): or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Parly, nor'any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 TLCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33.E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce. Slate, or Treasury, or any successor federal agency.
jfOR APPLICANT ONI...Y| (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1 23. Ariicle I for applicability and defined terms] ofthe Applicani i.s 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 ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANI' ONLY] The Applicant and iis Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
|FOR APPLICAN I ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Mailer certilications equal in form and substance lo those in Certifications (2) and (9) above and will not. without the prior written consent ofthe City, use any such
Yer20IS-l Page 6 of 15
contractor/subcontractor thai docs noi provide such certifications or that the Applicant has reason to believe has nol provided or cannot provide lrulhfi.il certifications.
11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part P> (Eurlher Cerlifications), the Disclosing Party must explain below:
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a
complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-
month period preceding the date of this 1:1 DS, an employee, or elected or appointed official, ofthe City
of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best ofthe 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, ofthe 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 S25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient. None
C. CERTIFICATION OF ST" AT "US AS FINANCIAL, INS 11 IT. IK )N
'The Disclosing Party certifies that the Disclosing Party (check one)
| ] is [X] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the Cily."
Pane 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL. INTER EST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-1 56-1 10: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ 1 Ycs IXI No
NOTE: If you checked "Yes" to Item D( 1), proceed lo Items D(2) and D(3). If you checked "No" to Item D(l'), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process al the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
| | Yes | I No
If you checked "Yes" to Item D(l). provide the names and business addresses ofthe City officials or employees having such financial inleresl and identify the nature ofthe financial interest:
Name Business Address Nature of financial Interest
4. The Disclosing Party further certifies lhat no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
f. CERT ".I FI CATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into with the City in connection vvith the Matter voidable by the City.
X_l. 'The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
_ 2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Parly verifies thai the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NO TE: If the Matter is federally funded, complete this Seciion VI. If the Matter is not federally funded, proceed to Section VI I. For purposes of this Section VI, tax credits allocated bythe City and proceeds of debt obligations oflhe City are not: federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. fist below the names of all persons or entities registered under the federal Lobbying
Disclosure Act of 1995. as amended, who have made lobbying contacts on behalf oflhe Disclosing
Parly vvith respeci. to the Mailer: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or iflhe letters "NA" or if the word "None" appear, it will be conclusively presumed that Ihe Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party vvith respeci to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay-
any person or entily lisled in paragraph A( 1) above for his or her lobbying activities or lo pay any
person or entity to influence or attempt to inlluence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employ ee of Congress, or an employee
Ver.2018-1 Page 9 of 15
ofa member of Congress, in connection wilh the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreemenl.
The Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that cither: (i) it is nol an organization described in section 501(c)(4) ofthe Interna] Revenue Code of 1986; or (ii) it is an organization described in seciion 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is delincd in the Lobbying Disclosure Act of 1995. as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certilications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certilications for the duration ofthe Matter and must make such certilications promptly available to the City upon request.
13. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNIT Y
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
I X| Yes " | | No
If "Yes," answer the three questions below:
flave you developed and do you have on Iiie affirmative action programs pursuant to applicable federal regulations? (See 41 CfR Part 60-2.)
I' I Yes [X] No
Flave you 11 led with the Joint Reporting Committee, the Director ofthe Office of Federal ContracL Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable tiling requirements?
j | Yes | ] No |Xj Reports noi required
Flave you participated in any previous contracts or siibcontraclssubject lo the equal opportunity clause?
1 I Yes ' |X| No
If you checked "No" to question (I) or (2) above, please provide an explanation: Disclosing Parly Applicani has no employees.
Page 10 of 15
SECTION VII - EE REIT ER ACKNOWLEDGE! ENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications., disclosures, and acknowledgments contained in this EDS will become part ot 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 Mailer. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
T he 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 lull text of this ordinance and a training program is available on line al vv vv w. c i ty o l*c h i ca ao. o re/E t h icy, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500. Chicago. IE 60610, (3 I 2) 744-9660. The Disclosing Party musl comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe 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 IDS and also authorizes the City lo verify the accuracy of any information submitted in this EDS.
T he information provided in this EDS must be kept current. In the event of changes, the Disclosing .Party must supplement this EDS up to the lime the Cily takes action on the Mailer. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party musl update this EDS as the contract requires. NOTE: Willi respect lo Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kepi current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Pane 11 of 15
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. certilications and statements contained in this FDS, and all applicable Appendices, are true, accurate and complete as ofthe dale furnished to the City.
Perry Victti
(Print, or type name of person signing)
President of The Interfaith Housing Development Corporation of Chicago, its sole member and sole manager (Print or type litle of person signing)
Signed and sworn to before me on
County,
at Cook
Coin m iss ion expi res:
Page 12 of 15
CITY (>l CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-01 5. the Disclosing Party must disclose whether such Disclosing Parly 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 ofthe 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 Parly" means (1) all executive officers ofthe Disclosing Party listed in Section TLB. 1 .a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Parly, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ol'a legal entity or any person exercising similar authority.
Does the Disclosing Parly or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
i; | Yes |X| No
If yes, please identify below (1) the name and title of such person. (2) the name oflhe legal entity to which such person is connected; (3) the name and title oflhe elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Pane 13 of 15
C IT V OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
B UIL DIN G COD E S CO F I- LA VV/P UO B L EM LANDLORD C ERTJ FI CAT IO N
T his Appendix is lo 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 lo 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 Seciion 2-92-416?
| | Yes [X| No
If the Applicant is a legal entily publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes | | No |X| T he Applicant is not publicly traded on any exchange.
If yes lo (1) or (2) above, please identify below the name of each person or legal entily identified as a building code scofllaw or problem landlord and Ihe address of each building or buildings to which the pertinent code violations apply.
NOT APPLICABLE
Pane 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is lo 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 (w w w. a m 1 e g a I. c o m). generally covers a party to any agreemenl pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or olher professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on Cily premises.
On behalf of an Applicant that i.s a contractor pursuant to MCC Section 2-92-385, I hereby certify thai 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 lhat the Applicani has adopted a policy that includes those prohibitions.
| | Yes
[ ] No
[Xj N/A -1 am not an Applicant thai i.s a "contractor" as defined in MCC Seciion 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
Page 15 of 15
THE INTERFAITH
HOUSING DEVELOPMENT CORPORATION OF
CHICAGO
02021-4192
CITY OF CHICAGO FCON O MIC D ISC LOS U R E S I A I EM F i\ I AND AFFIDAVIT
SEC HON I - GENERAL INFORMATION
A. Legal name ol'the Disclosing Parly submitting this EDS. Include d/b/a/ if applicable:
The luleiT'ailh Mousing Development Corporation of Chicago
Check ONE ol'the following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
[ | the Applicant
OR
[xl a legal entity currently holding, or anticipated to hold within six months after Cily action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name- " 36th and State LLC
OR
[X] a legal entity wilh a direct or indirect right of control ofthe Applicant (see Section 11(D)(1)) Slate the legal name ofthe entity in which the Disclosing Party holds a right of control:
36th and Slate LLC
13. Business address ol'the Disclosing Party: 411 S Wells St, Suite 400
Chicago, TL 60607
United Stales
Telephone: 3.1.2 274-8200 fax: 312-274-0292 _ Email:
Name of contact person: Perry V'ictn
Federal Employer Identification No. (if you have one):
f. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of
properly, if applicable): Allocation ol'TIF. Tax Exempt Bonds and Donation Tax Credits from
the Cily of Chicago Department of .Mousing for the development of Park Boulevard 313 at 4 1 W 36th Street
and 42 W. 37th Street, Chicago. If 60616.
G. Which City agency or department is requesting this EDS? DEPARTMENT OF HOUSING
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // and Contract ii
Ver.20 IS-1 Page I of 15
SECTION II - DISC COSE RE OE OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ol'the Disclosing Party:
[ | Person [ ] Limited liability company
[ ] Publicly registered business corporation [ J Limited liability partnership
[ ] Privately held business corporation | j Joint venture
| ] Sole proprietorship [XJ Not-for-proFit corporation
[ | General partnership (Is the not-for-profit corporation also a 501(c)(3))'."
f j Limited partnership |X| Yes [ ] No
|" j Trust [ J Other (please specify)
2. For legal entities, the stale (or foreign country) of incorporation or organization, if applicable:
imois
3. For legal entities not organized in the State of Illinois: Has the organization registered lo do business in the State of Illinois as a foreign entily?
[ | Yes | | No [Xj Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
I. Eisl below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which arc legal entities"); (iii) for trusts, estates or othcr similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit, an EDS on its own behalf.
.Mi. Clarence I Siiulh Chair
N
Ms. Ciiliennc Cillileni) n—.i Vict; Chair/Treasurer
a me ,. „ .,. . Utle
Ms. Elizabeth Lcc Mi Janics C11risnan Mr Sieve Shaykm JAs. Barbara Shaw
Mr. I cn y V rmii President
No members winch aic legal eninics Mi Calvin Holmes Secretary
Melvin Bradley
2. Please provide the following information concerning each person or legal entily having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such tin interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Ver.2018-1
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any income or compensation to any City elected official during the
12-month period preceding the date of'this EDS? [ J Yes [XJ 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? [ j Yes [Xj No
If "yes" to either ofthe above, please identify below the name(s) of such City elected ofiicial(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe 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 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| J Yes [Xj No
If "yes," please identify below the name(s) of such Cily elected olficial(s) and/or spouse(sVdomeslic partner(s) and describe the financial interests).
SECI ION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56). accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection vvith the Mailer, as well as ihe nature ofthe relationship, and the lotal amount ofthe 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. 1 f the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
retained or anticipated to be retained)
(subcontractor, attorney, lobbyist, etc.)
paid or es li mated.) N O "I" E: "hourly rate" or "t.b.d." is not an acceptable response.
(Add sheets if necessary)
j XJ Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTI LOCATIONS
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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ "I Yes |" ] No [X] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
| ] Yes | | No
f URTHER CERTIf ICA'f IONS
[This paragraph 1 applies only if die 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 Aliiliated Entity [see definition in (5) below] has engaged, in connection vvith 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 vvith legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specilied agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Aliiliated Entities are nol delinquent in the payment of any line. fee. tax or other source of indebtedness owed to the City of Chicago, including, but not limited to. water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 ol .15
The Disclosing Party and. if the Disclosing Party is a legal entity, ail ol'those persons or entities identified in Section II(13)(T) 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 ofa 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 ol'the offenses sel forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS. had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Parly in connection with the Matter, including but not limited to all persons or legal entities disclosed under Seciion IV, "Disclosure of Subcontractors and Other Retained Parlies");
° any "Affiliated Entity" (meaning a person or entity thai, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Part}', under common control of another person or entity ). Indicia of control include, without limitation: interlocking management or ownership: identity of interests among family members, shared facilities and equipment; common use of employees; or organization ol'a business entity following the ineligibility ofa business entity to do business vvith federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respeci to Contractors, the term Aliiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it. or, vvith the Contractor, is under common control of another person or entity; '
any responsible official ol'the Disclosing Party, any Contractor or any Aliiliated Entity .or any other official, agent or employee ol'the Disclosing Party, any Contractor or any Aliiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Conlractor or any Affiliated Entity (collectively "Agents").
Pa tie 5 of 15
Neither the Disclosing Parly, nor any Conlractor. nor any Affiliaied Hntity oi"cither the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS. or. vvith respect to a Conlractor. an Affiliated Hntity. or an Affiliated Hntity ofa 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 ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States ol 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)(Dcbarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Hntity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, Stale, or Treasury, or any successor federal agency.
if OR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined lerms | ofthe 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 ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance vvith Article I is a continuing requirement for doing business with the Cily. NOTE: If MCC Chapter 1-23, Article I applies lo the Applicant, thai Article's permanent compliance timeframe supersedes 5-year compliance timeframes in ihis Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] i he Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certilications equal in form and substance lo those in Certilications (2) and (9) above and will not, without the prior written consent oflhe City, use any such
Ver.20 IS-1 Pane 6 ol .15
contraclor/subcontraclor that does nol provide such certilications or lhat the Applicant lias reason to believe has not provided or cannot provide truthful certilications.
1 1. 11' ihe Disclosing Party is unable to certify to any oflhe above statements in this Pari B (Further Certifications), the DisclosingParty must explain below:
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Parly who were, at any time, during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date oflhis EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes oflhis statement, a "gill" does not include: (1) 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 (ii i) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As lo any gift listed below, please also list the name ofthe Cily recipient. None
C. CERT TFT CATION OF STATUS AS FINANCIAL INS I 111. I ION
T he Disclosing Parly certifies that the Disclosing Parly (check one)
[" | is [X] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
.If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge thai none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand lhat becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the Cily."
Pane 7 ol" 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(5)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. ( 14< I If iCA I ION 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 f).
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [XJ No
NOTE: If you checked "Yes" to Item D(l). proceed to Items D(2) and D(3). If you checked "No" to Item D(fi), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any olher person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
| | Yes [ | No
If you checked "Yes" to Item L)(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature oflhe financial inleresl:
Name Business Address' Nature of financial Interest.
4. The Disclosing Parly further certifies that no prohibited financial interest in the Mailer will be acquired by any City official or employee.
Pane Sol" 15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into vvith the City in connection vvith the Matter voidable by the City.
X 1. T he 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 lhat provided coverage for damage to or injury or death of their slaves), and the Disclosing Partv has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Parly has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verities that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECT ION VI - CERTIFICAT IONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI. tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of ihe Disclosing Parly wilh respect to the .Matter: ( Add sheets if necessary):
NONE
(If no explanation appears or begins on the lines above, or i f the letters "NA" or iflhe word "None" appear, il will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf oflhe Disclosing Parly with respect lo the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay-any person or entity listed in paragraph A(l) above for his or her lobbying activities or lo pay any person or entity to influence or attempt to influence an officer or employee of any agencv. as delincd by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.20 IS-1 ' Pane 9 of 15
ofa member ol'Congress, in connection wilh (he award of any federally funded coniraci, making any federally funded granl or loan, entering into any cooperative agreemenl. or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy oflhe statements and information set forth in paragraphs A(l) and A(2) above.
"The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in seciion 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Parly is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( 1) through A(4) above from all subcontractors before il awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
13. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
| | Yes ~ [Xj No
II" "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal re-ulations? (See 11 CPU Part 60-2.)
! I Yes ! .! No
Have you filed with the Joint Reporting Committee, the Director of the Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable tiling requirements?
[ | Yes [ ] No | j Reports nol required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| | Yes ' | | No
If you checked "No" to question (1) or (2 ) above, please provide an explanation:
Page 10 of 15
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 olher 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 oflhis ordinance and a training program is available on line at www.citvo.fchicago.org/Eihics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, If 60610. (3 12) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection vvith which it is submitted may be rescinded or be void or voidable, and the Cily 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 lo 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 lo the public on its Internet site and/or upon
request. Some or all oflhe 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 vvith 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. ¦ .
1.2 The information provided in this EDS must be kept current. In the event of changes, the Disclosing Parly must supplement this EDS up lo the lime the Cily takes action on the Mailer. IlThe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as Ihe contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT" INELIGIBILITY for certain specified offenses), Ihe infonnation provided herein regarding eligibility musl be kepi current for a longer period, as required by MCC Chapter 1-23 and Seciion 2-154-020.
Page 11 of 15
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 conlained in ihis EDS. and all applicable Appendices, are true, accurate and complete as ofthe dale furnished to the City
The IntciTailh Housing Development Corporation of Chicago
Perry Victti
(Print or type name of person signing)
President
(Print or type title of person signing)
Signed and sworn to before me on (date)
County,
ai Cook
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently has a "familial relationship" wilh 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 cily clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe 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 ofthe Disclosing Party listed in Section 11.13.1.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Parly; 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 ofa legal entily or any person exercising similar authoritv.
Does the Disclosing Party or any "Applicable Party'1 or any Spouse or Domestic Partner thereof currently have a "lamilial relationship" with an elected cily official or department head?
I. I Yes [XI No
If yes, please identify below (I) the name and title of such person. (2) the name ofthe legal entity to which such person is connected; (3) the name and title oflhe elected cily official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 1.5
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
I J Yes [X| No
If the Applicant is a legal entily publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes [ J No [Xj The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identi fied as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as delincd in MCC Section 2-92-385. That section, which should be consulted (vv vv vv. a m I e g a 1. c o in), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or 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 2-92-385,1 hereby certify that the Applicant is in compliance vvith 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. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
| | Yes
|" ] No
[XJ N/A - I am not an Applicant that is a "contractor' as defined in MCC Section 2-92-385. i his certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.
l\me 15 of 15
WINCOPIN CIRCLE LLLP
02021-4192
CITY OF CHICAGO ECO NO MIC DISC EOS IJ R Ii ST A I I. M ENI AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Wineopin Circle LLLP
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
| | the Applicant
OR
[x| a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Park Boulevard 3B LLC
OR
[ ] a legal entity vvith a direct or indirect right of control ofthe Applicant (see Section 1I(B)( 1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: 11000 Broken Land Parkway, Ste. 700
Columbia. MD 2.104.4
Telephone: 410-772-5230 Pax: 410-772-2630 Email: sshack@enterprisecommunity.com
I). Name of contact person: Stephanie Shack
E. federal Employer Identification No. (if you have one): :
f. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of properly, if applicabIe):
AI local ion ofTll-. Tax I \c:i;pl Bonds and Donation Tax Credits from the Cily ol ('hicai'.o Dcpailnicnl of I lousm;.'. for I lie development of Park lioulcvarJTli ai 4! W 3oili Street and 42 VV'.'lTlh Street. Chicago. II. 607i77>
G. Which City agency or department is requesting this EDSV Department of Housing
UThe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification Ver 20IX-1
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
I DISCLOSING PARTY
| ] Limiled liability partnership [ J Joint venture [ | Not-for-profit corporation (Is the not-for-profit corporation also a 50 1(c)(3))?
1. Indicate the nature ofthe Disclosing Party | | Person [ | ] Publicly registered business corporation | | | Privately held business corporation [ [ ] Sole proprietorship [
| | Yes | | No
[x ] Other (please specify)
| ] General partnership | | Limited partnership ! | Trust
[mined Liability Limited Partnership
2. for legal entities, the slate (or foreign country) of incorporation or organization, if applicable:
Maryland
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ | Organized in Illinois
13. IF IT-IE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entitv; (ii) for not-for-profit corporations, all members, if any. which are legal entities ( if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entily thai directly or indirectly controls the day-to-day management ofthe Applicani.
NOTE: Each legal entity lisied below must submit an EDS on its own behalf.
Name Title
Wincopin GP, LLC General Partner
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 of 15
limited liability company, or interest ol'a beneficiary ofa trust, estate or other similar entity. If none, state "None/'
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Currently the Disclosing Party does not have any percentage interest in the Applicant. It is anticipated that at closing,
Wincopin Circle LLLP whose address is 11000 Broken Land Parkway, Ste. 700, Columbia, MD 21044 will have a 99.99%
limited partnership intercst in tho_Ap_p_licant.
Enterprise Community Housing Organization, Inc 11000 Broken Land Parkway, Ste 700, Columbia, MD 21044 owns 99.99% of this Disclosing Party (Wincopin Circle LLLP)
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any income or compensation to any City elected official during the
12-monlh period preceding the date oflhis EDS'? |" ] Yes [x | No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? | | Yes ( x| No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or. to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-1 56 oflhe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ j Yes |x J No
If "yes." please identify below the name(s) of such City elected olTicial(s) and/or spouse(s) domestic partner(s) and describe the financial interests).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects lo retain in connection vvith the Matter, as well as the nature ofthe relationship, and the total amouni ol'the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
Paye 3 of 15
Name (indicate whether Business Relationship to Disclosing Parly Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
lo be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if"necessary)
[x | Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract vvith the City must remain in compliance wilh their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes | J No |x ] No person directly or indirectly owns 10% or more ofthe Disclosing Parly.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance vvith that agreement?
| | Yes | | No
Fl R 11II R CERTIFICATIONS
[This paragraph 1 applies only if the Matter is a contract being bandied by the City's Department of Procurement Services.] In the 5-year period preceding the dale of this EDS, neither the Disclosing Parly nor any Affiliated Entity [sec definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entity with legal, auditing, investigative, or olher 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 vvith a contract in progress).
The Disclosing Parly and its Affiliated Entities are not delinquent in the payment of any line, fee, tax or other source of indebtedness owed lo the City of Chicago, including, but nol 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 lax administered by the Illinois Department of Revenue.
Paye 4 of 15
The Disclosing Party and. if the Disclosing Parly is a legal enliLy, all olThose persons or entities identified in Section 11(B)(1) of this EDS:
arc nol 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 ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: 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 properly;
arc not presently indicted for, or criminally or civilly charged by. a governmental entity (federal, state or local) vvith committing any ofthe 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, slate or local) terminated for cause or default; and
have not, during the 5 years before ihe date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the Cily or by the federal government, any state, or any olher unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certifications (5), (6) and (7) concern:
e the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but nol limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
- any "Aliiliated Entity" (meaning a person or entily that, directly or indirectly: controls the Disclosing Parly, is controlled by the Disclosing. Party, or is, with ihe Disclosing Parly, under common control of another person or entity ). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business vvith federal or stale or local government, including the City, using substantially the same management, ownership, or principals as Ihe ineligible entily. With respect lo Contractors, ihe term Affiliated Entily means a person or entity that directly or indirectly controls the Conlractor. is controlled by it. or, with the Conlractor, is under common control of another person or entily;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Conlractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Parly, any Conlractor or any Affiliated Entity (collectively "Agents").
Paue 5 of 15
Neither the Disclosing Parly, nor any Conlractor, nor any Aliiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date oflhis EDS. or, with respect to a Contractor, an Aliiliated Entity, or an Aliiliated Entily ofa 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 ofthe City, the Slate of Illinois, or any agency ofthe federal government or of any state or local government in the United Slates of America, in thai officer's or employee's official capacity;
agreed or colluded with olher 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 lixed 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)(Debannent Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Aliiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33.E-3; (2) bid-rotating in violation of72() ILCS 5/33 E-4; or (3) any similar offense of any stale or ofthe United Slates of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Aliiliated Entity is listed on a Sanctions List maintained by the United Stales Department of Commerce, Stale, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neiiher ihc Applicani nor any "controlling person" [sec MCC Chapter 1-23. Article 1 lor applicability and delincd terms j ol die Applicant is currently indicted or charged vvith, 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 oflhe Cily or any "sister agency"; and (ii) the Applicant understands and acknowledges lhat compliance with Article I is a continuing requirement for doing business vvith the City. NOT E: If MCC Chapter 1-23, Article I applies lo the Applicant, lhat Article's permanent compliance timeframe supersedes 5-year compliance timeframes in ihis Section V.
[FOR APPLICANT ONLY] T he Applicant and its Aliiliated Entities will not use, nor permit their subcontractors to use. any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
|FOR APPLICANT ONLY| The Applicani 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 Certilications (2) and (9) above and will not. without the prior written consent oflhe City, use any such
Ver.201 8-1 Page 6 of 15
contractor/subcontractor thai does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
1 1. [flhe Disclosing Party is unable to certify to any ofthe above statements in this Part B (further
Certifications), the Disclosing Party must explain below:
None
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to Ihe above statements.
12. To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Parly who were, at any time during the 12-month period preceding the date oflhis EDS. an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate vvith "N/A" or "none").
None
13. To the best ofthe 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 1 2-month period preceding the execution dale of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago, for purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than .$25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list ihe name ofthe City recipient.
None
C. CERTIFICATION Of STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies thai the Disclosing Parly (check one)
| | is fx] is nol
a "financial institution" as defined in MCC Section 2-32-i55(b).
If the Disclosing Parly IS a financial institution, then the Disclosing Party pledges:
"We are not and will nol become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand lhat becoming a predatory lender or becoming an affiliate ofa predatory lender may result in ihe loss oflhe privilege of doing business wilh the City."
Paue7 of 15
.11" the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
n/a
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL. INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Seciion 2-156-1 10: To the best oflhe Disclosing Party's knowledge after reasonable inquiry, does any official or employee oflhe City have a financial interest in his other own name or in the name of any other person or entity in the Matter?
[ ] Yes [x] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(.l). skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of"any property that (i) belongs lo Ihe City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ol" the City (collectively, "City Properly Sale"). Compensation for properly taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning oflhis Pari f).
Does ihc Matter involve a City Properly Sale?
I. I Yes | | No
If you checked "Yes" lo Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify ihe nature oflhe financial interest:
Name Business Address Nature of financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
II CERTTFICATION REGARDING SLAVERY ERA BUSINESS
Please check cither (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into with the City in connection vvith the Mailer voidable by the Cily.
_x 1. The Disclosing Party verities 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 ihe slavery era (including insurance policies issued lo slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. T he Disclosing Party verifies that, as a result of concluding the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. T he Disclosing Party verities that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Seciion VI. If the Matter is not federally funded, proceed to Section VIE For purposes oflhis Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTI FT( 'AT ION REGARDING LOBBYING
1. Lisl below die names of all persons or entities registered under the federal fobhying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Parly with respeci. lo the Matter: (Add sheets if necessary ):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, il will be conclusively presumed lhat the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995. as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. T he Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entily listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to influence an oflicer or employee of any agency, as defined
by applicable federal law, a member of Congress, an oflicer or employee of Congress, or an employee
Ver.20 I.S-1 Pane 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or lo extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Parly will submit an updated certification al the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l ) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995. as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance lo paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the-duration ofthe Matter and musl make such certifications promptly available to the City upon request.
IT CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information vvith their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
I I Yes " |x| No
If "Yes." answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 4 1 (TR Part 60-2.)
j | V es j | No
Flave you filed vvith the Joint. Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or ihe Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
|" ] Yes | | No | | Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
| | Yes | ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Paue 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees lhat:
The certifications, disclosures, and acknowledgments conlained in this EDS will become part of any contract or olher agreement between the Applicant, and ihe City in connection with ihe Matter, whether procurement. City assistance, or other City action, and are maierial inducements to the City's execution of any contract or taking other action with respect Lo the Matter. The Disclosing Party understands that it musl 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 entilies seeking City conlracts, work, business, or transactions. The full text oflhis ordinance and a training program is available on line at w vv w. c ilyofch i cago. org/1 T li i cs, and may also be obtained from ihe City's Board of Ethics, 740 N. Sedgwick St., Suile 500, Chicago. IE 60610, (312) 744-9660. The Disclosing Party must comply fully vvith this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection vvith 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 Parly'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 ofthe 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 ol any information submitted in ihis I MS.
The information provided in this EDS musl. be kept current. In ihe event of changes, the Disclosing Party musl supplement this EDS up lo ihe lime the Cily lakes action on the Matter. If Ihe 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 Mailers subject lo MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized lo execute ihis 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, arc true, accurate and complete as ofthe date furnished to the Cily.
. Wincopin Circle LLLP
(Print or type exact legal-name of Disclosing Party)
// ¦•' / / :/V. . /. '
By: y ' '
(Sign here)
Stephanie E. Shack (Print or type name of person signing)
Senior Vice President of Wincopin GP, EEC, its general partner (Print or type title of person signing)
(state).
Signed and sworn to before me on (date) September 9,2021
at Howard County,. Maryland
MELISSA SUYTON Notary Public State of Maryland Howard County My Commission Expires Aug 28, 2025
{¦ //>/.o*/\.c--\L.--> cv
/-d^^ ,-t^,f,f ;
Nolarv Public '
Commission expires: August 28. 2025
Pa-ie 12 of 15
cn v or Chicago
ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECT ED CIT Y 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 Ihc 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" vvith 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 ofthe 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 oflhe Disclosing Party listed in Section II.B.l.a., if the Disclosing Parly is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ofa legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
| | Yes |x | No
If yes, please identify below (1) the name and title of such person, (2) the name oflhe legal entity to which such person is connected; (3) the name and title ofthe elecled city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOIT LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entily which has a direct ownership interest in the Applicani exceeding 7.5% (an "Owner"), ll is not to be completed by any-legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-1 54-01 0. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-4167
| | Yes |x J No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Seciion 2-92-416?
[ J Yes | J No [ x | The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Pane 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
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 ot'Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the Cily money for a license, grant or concession allowing them to conduct a business on Cily premises.
On behalf of an Applicant thai is a contractor pursuant lo MCC Seciion 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. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ I Yes [ ]No
[x ] N/A - I am not an Applicant that is a '"¦conlractor'" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(I).
If you checked "no" to the above, please explain.
ENTERPRISE COMMUNITY HOUSING ORGANIZATION, INC.
02021-4192
CITY OF CHICAGO ECONO rVI IC D ISC LOS U R E STAT EM EN I AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Enterprise Community Housing Organization, Inc.
Check ONE ol'the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[] the Applicant
OR
|x] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: _ Park Boulevard 3B LLC
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: 11000 Broken Land Parkway, Ste. 700
Columbia. MD 21044
Telephone: 410-772-5230 fax: 410-772-2630 __ Email: sshack@enterprisecommunity.com
Name of contact person: Stephanie Shack
federal Employer Identification No. (if you have one):
f. Brief description ol'the Matter to which this EDS pertains. (Include project number and location of properly, ii'applicable):
Allocation of TIF, Tax Lxempl Lionels and Donation lax Credits from the Cily ol Chicago Deparlnicni ol Housing for the development ol 'Park Boulevard 3B "at 4 I VV 36th Street and 42 W. .17tl7Streef Chicago. IL 606I6"
G. Which City agency or department is requesting this EDS? Department of I lousing
If the Mailer is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # and Contract ll
Ver.2018-1 Pane 1 ol" 15
SECTION II - DISCLOSURE OE OWNERSHIP INTERESTS
A. NATURE OF T HE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
[ | Person | | Limited liability company
( | Publicly registered business corporation [ ] Limited liability partnership
[x | Privately held business corporation [ ] Joint venture
[ | Sole proprietorship | | Not-for-prolil corporation
| ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[" "I Limited partnership [ ] Yes | | No
|" ] Trust [ | Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State of Illinois: I las the organization registered to do
business in the State of Illinois as a foreign entity?
[ ] Yes [x ] No [ | Organized in Illinois
13. IF T HE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other-similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any olher person or legal entily thai directly or indirecllv controls the day-lo-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Exhibit A
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% oflhe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or olher similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on iis own behalf.
Name Business Address Percentage Interest in the Applicant
Enterprise Ownership, Inc. 11000 Broken Land Parkway, Sto. 700 100% Stockholder of Disclosing Party:
Columbia, MD 21044 Enterprise Community Housing Organization, Inc.
SECTION III — INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
I las the Disclosing Parly provided any income or compensation to any City elected official during the
12-month period preceding the date oflhis EDS? [ J Yes |x J No
Does the Disclosing Party reasonably expect lo provide any income or compensation to any City
elected official during the 12-month period following the date oflhis EDS? | ] Yes |'x | No
If "yes" to cither ofthe above, please identify below the name(s) of such City elected olficial(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-1 56 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| | Yes [ x | No
If "yes," please identify below the name(s) of such City elected official(s') and/or spousef'sV'domestio partner(s) and describe the financial interest(s).
SECT ION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
T he Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection vvith the Matter, as well as the nature ofthe relationship, and the total amount ofthe 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. HThe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
Pane 3 of 15
Name (indicate whether Business Relationship to Disclosing Parly Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
|X J Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT -ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415. substantial owners of business entities that contract with the City must remain in compliance vvith their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ | No fx] No person directly or indirectly owns 10% or more ofthe Disclosing. Party.
If "Yes." has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
| | Yes [ | No
FURT HER CERT IFICATIONS
[This paragraph I applies oniy if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date oflhis F.DS. neither the Disclosing Party nor any Affiliated Entity |see definition in (5) below| has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
T he Disclosing Party and its Aliiliated Entities are not delinquent in the paymeni of any line. fee. tax or other source of indebtedness owed lo the Cily of Chicago, including, but not limited lo, water and sewer charges, license fees, parking tickets, property iaxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Parly and, ilThe Disclosing Parly is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the dale of this EDS. been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: 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, stale or local) vvith committing any ofthe 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, slate or local) terminated for cause or default; and
have not, during the 5 years before the date oflhis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-1 56 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any conlractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Other Retained Parlies");
o any "Affiliated Entity" (meaning a person or entity lhat, directly or indirectly: controls the Disclosing Parlv. is controlled by the Disclosing Party, or is, vvith the Disclosing Party, under common control of another person or entily). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment: common use of employees: or organization ofa business entity following the ineligibility ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it. or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entily or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Aliiliated Entily. acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Aliiliated Entily (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Aliiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the dale of this EDS, or, with respect lo a Contractor, an Aliiliated Entity, or an Aliiliated Entily ofa Contractor during the 5 years before the dale of such Contractor's or Aliiliated 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 ofthe City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United Stales of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement lo bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting vvith any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 IECS 5/33 E-4: or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
11 OR APPLICANT ONLY] (i) Neither ihe Applicant nor any "controlling person" [see MCC Chapter 1-23. Article 1 for applicability and delincd terms! ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicled 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 oflicer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the Cily. NOTE.: If MCC Chapter 1-23. Article I applies to the Applicant, lhat Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicani 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 Certilications (2) and (9) above and will not. without the prior written consent ofthe City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certilications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (further
Certifications), the Disclosing Parly must explain below:
None
If the letters "MA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, the following is a complete list of all current employees oflhe 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, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best ofthe 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 dale oflhis EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (t) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C. CERTIFICATION Of STATUS AS FIN A NCI A I INSTITUTION
The Disclosing Party certifies that the Disclosing Party (cheek one)
[ ] is [x] is nol
a "financial institution" as defined in MCC Seciion 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand thai becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Pa-e 7 of 15
If the Disclosing Party is unable to make ihis pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
n/a
If the letters "NA," the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FIN A NCI A I INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-1 56 have the same meanings if used in this Part D.
In accordance with MCC Section 2-1 56-1 I 0: To the best oflhe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe Cily have a financial interest in his or her own name or in the name of any other person or ent ity in the Matter?
| | Yes | x 1 No
NOTE: If you checked "Yes" to Item D( 1). proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part H.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant Lo the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale'?
| I Yes [ | No
If you checked "Yes" to Item l)( I). provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature oflhe financial interest:
Name Business Address Nature of financial Interest
4. The Disclosing Parly further certifies lhat no prohibited financial interest in the Matter will be acquired by any City official or employee.
Pane
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. I f the Disclosing Party checks (2). the Disclosing Parly-must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x _1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including ihe names of any and all slaves or slaveholders described in those records:
SECT ION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Seciion VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI. tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. fist below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Parly vvith respect to the Matter: (Add sheets if necessary):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe word "None" appear, it will be conclusively presumed that Ihe Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.201 S-1 - Page 9 of 15
ol'a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreemenl.
T he Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies lhat either: (i) it is not an organization described in section 501(c)(4) ol'the Internal Revenue. Code of 1986; or (ii) it is an organization described in seciion 501(c)(4) oflhe internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Parly is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ol'the Matter and must make such certifications promptly available lo the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors lo submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
I J Yes ~ |x| No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations'? (See 41 (T R Part.60-2.)
|' "I Yes | j No
Have you filed vvith the Joint. Reporting Committee, the Director of the Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| | Yes | | No | | Reports nol required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
j. ] Yes ' [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Pane 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees thai:
The certifications, disclosures, and acknowledgments contained in this FDS will become part of any contract or other agreement between the Applicant and the City in connection vvith the Matter, whether procurement. City assistance, or olher 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.
I he 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/Elhics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St Suite 500, Chicago, IE 60610, (3 12) 744-9660. 'The Disclosing Parly must comply fully with Ihis ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement: in connection vvith which il 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 Cily 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 ofthe 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 vvith 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 Mailer. If the Matter i.s a contract being handled by the City's Department, of Procurement Services, the Disclosing Parly must update this EDS as the contract requires. NOTE: Wilh respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
Page 11 of 15
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 Parly, and (2) warrants that all certifications and statements contained in this EDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Enterprise Community Housing Organization. Inc.
(Print or type exact legal, name of Disclosing Parly)
By:
(Sigh here)
Stephanie E. Shack (Print or type name of person signing)
Senior Vice President (Print or type title of person signing)
Signed and sworn to before me on (date) September 8, 2021
at Howard County^ Maryland (state).
r> ! ' /cK, I ) ¦» -
i) ! ,-.-^U'-.M ... J
Notary Public'
MELISSA SLAYTON Notary Public State of Maryland Howard County My Commission Expires Aug 28, 2025
Commission expires: August 28, 2025
Patic 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicani 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 2-1 54-01 5, 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" vvith 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 ofthe 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 ofthe Disclosing Party listed in Section TLB.fa., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ofa legal entity or any person exercising similar authority.
Does the Disclosing Parly or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" vvith an elected city official or department head?
j | Yes |x | No
If yes, please identify below (fi) the name and title of such person, (2) the name oflhe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head io whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OK CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOI- FLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is lo 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 lo MCC Section 2-1 54-010, is the Applicant or any Owner identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes [x | No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
f | Yes [ | No | x | The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings lo which the pertinent code violations apply.
Pa tie 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
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.am 1 ega 1.coin), generally covers a party to any agreement pursuant lo which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or olher 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 Applicani that is a conlractor pursuant to MCC Section 2-92-385, 1 hereby certify that the Applicant is in compliance vvith MCC Seciion 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.
[ | Yes
[ ]No
[x ] N/A -1 am not an Applicant that is a ''contractor" as defined in MCC Seciion 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1).
If you cheeked "no" to the above, please explain.
Page 15 of 15
ENTERPRISE COMMUNITY HOUSING ORGANIZATION. INC
EXHIBIT" A
SECTION II - DISCLOSURE OF OWNERSHIP IN TERESTS B. IF THE DISCLOSING PARTY IS A LEGAL ENTIT Y:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors ofthe entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
DIRECTORS
Name
Sally ITebncr Stephanie L. Shack
Director Director
OFFICERS
Charles R. Werhane Stephanie L. Shack Sallv ITebner
President
Senior Vice President Senior Vice President
ENTERPRISE OWNERSHIP, INC.
02021-4192
CITY OK CHICAGO ECONOM1C DISCLOSURE STATEMENT AND AFFIDAVIT
SEC I ION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/' ii'applicable:
Enterprise Ownership, Inc. Check ONE ol'the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ '| the Applicani
OR
|x| a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Park Boulevard 3B LLC
OR "" ""
[ J a legal entity vvith a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the DisclosingParty holds a right of control:
Business address oflhe DisclosingParty: 11000 Broken Land Parkway, Ste. 700
Columbia. MD 21044 j_
Telephone: 410-772-5230 Fax: 410-772-2630 Email: sshack@enterpnsecommunity.com
Name of contact person: Stephanie Shack
Federal Employer Identification No. (if you have one): _
I". Brief description ofthe Matter to which this EOS pertains. (Include project number and location of property, if applicable):
AI locG. Which City agency or department is requesting this EDS? Department of Housing
i
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // and Contract It
Vcr20 IS-1 Pane 1 of 15
SECTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF Tl IE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
| ] Person [ | Limited liability company
| | Publicly registered business corporation [ ] Limited liability partnership
|x | Privately held business corporation [ | Joint venture
| | Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ | Limited partnership [ | Yes [ | No
[ | Trust [ ] Other (please specify)
2. for legal entities, the stale (or foreign country) of incorporation or organization, if applicable: Maryland
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the Suite of Illinois as a foreign entity?
[ jYes [x] No [ ] Organized in Illinois
13. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. Last below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity: (ii) for not-for-profit corporations, all members, if any, which are legal entities (iflhere are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity thai directly or indirectly controls ihe day-to-day management ofthe Applicant.
NOT E: Each legal emiiy listed below must submit an EDS on its own behalf.
Name Title See Exhibit A
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 oft 5
limited liability company, or interest ol'a beneficiary ofa trust, estate or other similar entity. If none, stale "None.''
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Enterprise Community 100% Stockholder of the Disclosing Partyj
Investment, Inc. 11000 Broken Land Parkway, Ste. 700, Enterprise Ownership, Inc.
Columbia, MD 21044
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any income or compensation to any City elected official during the
12-monlh period preceding the date oflhis EDS? | | Yes [x j 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 oflhis EDS? [ | Yes |x] No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or. to the best ofthe 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 ol'the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| I Yes Ix | No
II" "yes." please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial inleresl(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any olher person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ol'the relationship, and the total amouni ol'the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Parly is uncertain whether a disclosure is required under this Section, the Disclosing Party musl either ask the Cily whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained ) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
fx ] Check here if the Disclosing Parly has not retained, nor expects to retain, any such persons or entities.
section v - certifications
a. court-ordered child support compliance
Under MCC Section 2-92-415, substantial owners oi" business entities that contract wilh the City must remain in compliance vvith their child support obligations throughout the contract's term.
I las any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
f ] Yes f ] No fx] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with thai agreement?
[ ] Yes | ] No
B. FURTHER CERTIFICATIONS
f'fhis paragraph i 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 oflhis EDS. neither the Disclosing Party nor any Affiliated Entily fsee definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entily vvith legal, auditing, investigative, or olher 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 wilh a contract in progress).
The Disclosing Parly and its Aliiliated Entities are not delinquent in the paymeni of any fine, fee. tax or other source of indebtedness owed to Ihe Cily of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party anil, if ihc Disclosing Parly 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, stale or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: 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 ofthe offenses set forth in subparagraph (b) above;
have nol, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply vvith the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Contractor" (meaning any conlractor or subcontractor used by the Disclosing Party in connection vvith the Matter, including but not limited to all persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Other Retained Parties"):
° any "Affiliated f.nlily" (meaning a person or entity that, directly or indirectly: controls the Disclosing Pariv, is controlled by the Disclosing Party, or is, vvith the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect lo Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, vvith the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Parly, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
pLiue 5 of 15
Neither the Disclosing Parly, nor any Contractor, nor any A Hi hated Entity of cither the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date oflhis CDS. or, vvith respect to a Contractor, an Affiliated Entity, or an Aliiliated Entity ofa ('ontractor during the 5 years before the dale of such Contractor's or Aliiliated Entity's contract or engagement in connection vvith the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public oflicer or employee ofthe City, the Slate of Illinois, or any agency ofthe federal government or of any slate or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded vvith 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 agreemenl to bid a fixed price or otherwise; or
e. 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)(Contracls Requiring a Base Wage); (a)(5)(Dcbarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Parly, 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 (I) bid-rigging in violation of 720 IECS 5/33E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4: or (3) any similar offense of any state or ofthe United Slates of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions fist maintained by the United States Department of Commerce. State, or'freasury. orany successor federal agency.
[FOR APPLICAN I" ONEY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23. Article I for applicability and defined lerms j ofthe Applicant i.s currently indicted or charged with, or has adrnilled guilt of, or has ever been convicted of, or placed under supervision for, any criminal of fense involving actual, ailcrnpted, or conspiracy to commit bribery, theft, fraud, forgery. perjury, dishonesty or deceit against an officer or employee oflhe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE.: If MCC Chapter 1-23, Article 1 applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicani and its Affiliated Entities will not use, nor permit their subcontractors to use. any facility listed as having an active exclusion by the LJ.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicani will obtain from any contractors/subcontractors hired or to be hired in connection vvith the Matter certifications equal in form and substance to those in Certilications (2) and (9) above and will not, without the prior written consent ol'the City, use any such
Ver.20 I 8-1 Page 6 of"I5
contractor/subcontractor lhat does nol provide such certifications or that the Applicani has reason to believe has not provided or cannot provide truthful certifications.
1 1. If the Disclosing Party is unable to certify to any oflhe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
None
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe 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, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, the following is a complete list of all gifts thai 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, ofthe City of Chicago. For purposes oflhis statement, a "gilt" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As lo any gift listed below, please also list the name oflhe City recipient.
None
C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ | is fx] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We arc not and will nol become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss oflhe privilege of doing business with the Cily."
P;me 7 of 15
If the Disclosing Parly is unable lo make this pledge because il or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary ):
¦ n/a
If ihe letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-1 56 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ | Yes [x] No
NOTE: If you checked "Yes" to Item D( 1), proceed to Items D(2) and D(3). If you checked "No" to item D( 1). skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any properly that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does nol constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
| | Yes [ | No
If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of financial Interest
4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICATION REGARDING SEW FRY ERA BUSINESS
Please check either (I) or (2) below. IT the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x _E 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 in jury or death of their slaves), and the Disclosing Party has found no such records.
_ 2. The Disclosing Party veri fies that, as a result of conducting the search in step (I ) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verities that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUND ED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Seciion VIE For purposes of this Seciion VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. C E Ri i FI CA ii O N R EG A RD I NG LOB BY IN G
1. L ist below ihe names of all persons or entities registered under the federal Lobbving Disclosure Acl of i995. as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Mailer: (Add sheets if necessary ):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Parly means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Parly with respect to the Matter.)
2. The Disclosing Parly has not spent and will not expend any federally appropriated funds to pay-any person or entily listed in paragraph A( 1) above for his or her lobbying activities or lo pay any person or eniily lo influence or attempt to influence an oflicer or employee of any agencv. as defined by applicable federal law . a member of Congress, an oflicer or employee of Congress, or an employee Ver 20 I 8-1 Paiievofl?
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in seciion 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage.in "Lobbying Activities," as lhat term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
13. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant? I I Yes " ' Ul No
If "Yes." answer the three questions below:
Flave you developed and do you have on file affirmative action programs pursuant to applicable federal regulations:' (See 41 CFR Part 60-2.)
i i v.. I I
1 lave y ou tiled with the Joint Reporting Committee, the Director of the Office of Federal Contraci Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ | Yes | | No [ | Reports not required
I lave you participated in any previous contracts or subcontracts subject to the equal opportunity clatise?
f | Yes ' | | No
If you checked "No" lo question (1) or (2) above, please provide an explanation:
Pat;e 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action vvith 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 Governmenlai 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 wwvv.citvolchicago.org/Ethi cs, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500. Chicago, IL 60610, (3 12) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law. or in equity, including terminating the Disclosing Parly's participation in the Matter and/or declining lo 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 oflhe 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 infonnation submitted in ihis EDS.
'The information provided in this EDS must be kept current. In the event of changes, the Disclosing Parly must supplerncni this I i )S up to the time the Cily takes action on the Matter. llThe Mailer is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter I -23 and Section 2-1 54-020.
Page 11 of 15
CERTIFICATION
Under penalty ol'perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS. and all applicable Appendices, on behalf oflhe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS. and all applicable Appendices, are true, accurate and complete as oflhe date furnished to the City.
Enterprise Ownership, Inc. (Print or type exact legal name ol" Disclosing Party)
(Sign here)
Stephanie L. Shack
(Print or type name ol" person signing)
Senior Vice President (Print or type title of person signing)
Signed and sworn to before me on (date) September 8, 2021
al Howard County. Maryland (State).|1010|Notary Public
MELISSA SLAYTON Notary Public ¦ Slate of Maryland Howard County My Commission Empires Aug 28. 2025
Commission expires: August 28. 2021
P;me 12 of" 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Seciion 2-1 54-01 5, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected cily official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Parly 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 ofthe 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 ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ofa legal entity or any person exercising similar authority.
Docs the Disclosing Partv or anv "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" wilh an elected city official or department head?
| | Yes jx | No
If yes. please identify below (1) the name and title of such person. (2) the name ofthe legal entity to which such person i.s connected: (3) the name and title oflhe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
P;i;v 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCO FFLAYV7PROBLEM 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 inleresl in the Applicant.
Pursuant to MCC Section 2-1 54-0 I 0. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
|; 1 Yes |x | No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Seciion 2-92-416?
[ J Yes [ | No fx] The Applicant is not publicly traded on any exchange.
3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Paue 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
T his Appendix is lo be completed only by an Applicant that is completing this EDS as a "contractor" as delincd in MCC Section 2-92-385. That section, which should be consulted (w vv vv .amlegal.com ). generally covers a parly to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or 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 thai 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 thai the Applicant has adopted a policy that includes those prohibitions.
| | Yes [ 1 No
[x ] N/A -1 am not an Applicant thai is a "contractor1* as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(I). If you checked "no" to the above, please explain.
Page 15 ol" 15
ENTERPRISE OWNERSHIP. INC
EXHIBIT A
SECTION II - DISCIUSURP OF OWNERSHIP INTERESTS B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the lull names and titles, ii'applicable. of: (i) all executive officers and all directors ofthe entily; (ii) for not-for-profit corporations, all members, if any, which are legal entities (iflhere are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entitv that directly or indirectly controls the clay-to-day management ofthe Applicant.
DIRECTORS
Name Tide
Sally Hebner Director Stephanie Shack Director
OFFICERS
Charles R. Werhane Stephanie Shack Sally Hebner
President
Senior Vice President Senior Vice President
ENTERPRISE COMMUNITY INVESTMENT, INC.
02021-4192
CITY OF CHICAGO F C() iN O MIC I) I SC LOS IJ R E STAT E M E iN T AND AFFIDAVI T
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ ii'applicable: Enterprise Community Investment. Inc.
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
| [ the Applicant
OR
|"x| a legal entity currently holding, or anticipated to hold within six months alter City action on the contract, transaction or other undertaking lo which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: EJark Boulevard 3B LLC
OR
f | a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address of the Disclosing Party: 11000 Broken Land Parkway, Ste. 700
_.Columbia, Mf) 2J04.4
Telephone: 410-772-5230 Fax: 410-772-2630 Email: sshack(o)enterprisecommunity com
Name of contact person: Stephanie Shack
Federal Emplover Identification No. (if you have one')- . ._
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Allocation of I II-. Tax lixempi Bonds ;iikI Donation Tax Credits front the City ol'Clncauo Department of IIoumiil; for the development of Park BouTevaul at 41 VV :>6in STrcctTntRFw. 37lh Street, Chicago, IL 60616
Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification;/ and Contract if-
Ver.2018-1 Page lot'15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF I I IE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
| ) Person [ ] Limited liability company
| ] Publicly registered business corporation [ | Limited liability partnership
| ] Privately held business corporation | | Joint venture
[ | Sole proprietorship |x | Nol-lbr-protit corporation
| | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
| ] Limited partnership [ | Yes |x ] No
| | Trust | | Other (please specify)
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
Maryland
3. For legal entities not organized in the State of Illinois: Has the organization registered to do
business in the Slate of Illinois as a foreign entity?
[x j Yes [ | No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity: (ii) for not-for-profit corporations, all members, if any. which are legal entities ( if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated parly; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls ihe day-to-day management ofthe Applicani.
NOT E. Each legal eniitx listed below must submit an EDS on its own behalf.
Name Title See Exhibit A
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. ENamples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required lo submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Enterprise Community 100% Stockholder of the Disclosing Party
Partners, Inc. 11000 Broken Land Parkway, Sle 700, Enterprise Community Investment, Inc.
""Columbia, MTJ2i044_'"
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
lias the Disclosing Parly provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? | J Yes |x J 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 oflhis EDS? [ | Yes [x] No
If "yes" to either ofthe above, please identify below the namc(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe 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 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes |x] No
If "yes." please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interesl(s).
SECT ION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
T he Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56). accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection wilh the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Parly 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.
PaueJo fl5
Name ('indicate whether retained or anticipated to be retained)
Gallagher, Evcilius & Jones LLP (Retained)
Business Relationship to Disclosing Party Address (subcontractor, attorney, lobbyist, etc.)
218 North Charles St. Attorney
Baltimore, MD 21201
.Fees (indicate whether paid or estimated.) NO'f F.: "hourly rate" or "l.b.d." is
not an acceptable response.
540,000 (estimated)
(Add sheets if necessary)
[ J Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - C ERTI FI C AT IO N S
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under .VICC Section 2-92-4 15. substantial owners of business entities that contract wiLh the City must remain in compliance vvith their child support obligations throughout the contract's term.
Idas any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court ol" competent jurisdiclion?
| ] Yes [ | No [x | No person directly or indirectly owns 10% or more ol'the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
Yes
B. FURTHER CERTIFICATIONS
JT"his paragraph I applies only if Ihe Matter is a contract being handled by the City's Department ol Procurement Services.] In the 5-year period preceding the date oflhis EDS. neither the Disclosing Parly nor any Affiliated Entity |see definition in (5) belovvj has engaged, in connection wilh 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 conlracts in the future, or continue with a contract in progress).
T he Disclosing Party and its Affiliated Entities are nol delinquent in the payment of any fine. fee. tax or other source of indebtedness owed to the City of Chicago, including, but not limited lo, water and sewer charges. license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the paymeni ol"any lax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Parly and. if the Disclosing Party is a legal entitv. all of those persons or entities identified in Section II(B)( 1) oflhis LT)S:
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 oflhis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: obtaining, attempting to obtain, or performing a public (federal, stale or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for. or criminally or civilly charged by, a governmental entity (federal, state or local) vvith committing any ofthe 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 oflhis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
'The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Party;
any "Conlractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Seciion IV. "Disclosure ol"Subcontractors and Olher Retained Parties");
any "Aliiliated Entity" (meaning a person or entily thai, direcllv or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, tinder common control of another person or entity). Indicia oi control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ol'a business entity to do business vvith federal or stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entily means a person or entily that directly or indirectly controls the Contractor, is controlled by it. or. with the Conlractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ol'the Disclosing Parly, any Contractor or any Aliiliated Entity, acting pursuant to the direction or authorization ofa responsible official oflhe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Aliiliated Entily of cither the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date oflhis EDS, or. vvith respect to a Contractor, an Affiliated Entity, or an Affiliated Entity ofa 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 ad judged guilty of bribery or attempting to bribe, a public oflicer or employee ofthe City, the State of Illinois, or any agency ofthe 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 vvith 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 2-92-32()(a)(4)( Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of slate or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33.E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entitv is listed on a Sanctions List maintained by the United States Department of Commerce. State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONEY] (i) Neither the Applicant nor any "controlling person" [sec MCC Chapter 1-2.3. Article I for applicability and defined terms | ofthe Applicant is currently indicted or charged wilh, or has admitted guilt of. or has ever been convicied of. or placed under supervision tor, anv criminal offense involving actual, attempted, or conspiracy to commit bribery, thell, Iraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance vvith Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapier 1-23. Article 1 applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Aliiliated Entities will nol use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance lo those in Certilications (2) and (9) above and will not. without the prior written consent oflhe Cily. use any such
Vcr 20 IS-1 Paget) of 15
contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certilications.
II. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (further
Certifications), the Disclosing Party must explain below:
None
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-monlh period preceding the date oflhis EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best ofthe 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 oflhis EDS, to an employee, or elected or appointed official, ofthe 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 S25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe Cily recipient.
None
C. GERTIEJCATTON OE STATUS AS FINANCIAL INSTITUTION
The Disclosing Parly certifies that the Disclosing Party (check one)
| | is |x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Pa Lie 7 of 15
11'the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
n/a _ ._.
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN ( FEY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee oflhe City have a financial interest in his or' her own name or in the name of any other person or entity in the Matter?
| | Yes |x| No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item l)( 1), skip Items 13(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does nol constitute a financial interest within the meaning oflhis Part D.
Does the Matter involve a City Property Sale?
I I Yes [ | No
If you checked "Yes" to Item D(f), provide the names and business addresses ofthe City officials or employees having such financial inleresl and identify ihe nature oflhe financial inleresl:
Name Business Address Nature of financial Interest
4. The Disclosing Parly further certifies that no prohibited financial inleresl in the Matter will be acquired by any City official or employee.
Ver 20 IS-1 Pane Sol'15
E. CERTIFICATION regarding slavery era business
Please check cither (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Part} must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x I. The Disclosing Parly verities that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If Ihc Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VIE For purposes oflhis Seciion VI. lax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. list below the names of all persons or entities registered under the federal Lobbying Disclosure Ac! of 1995, as amended, who have made lobbying contacts on behalf oflhe. Disclosing Parly with respect to the Mailer: (Add sheets if necessary):
None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entily listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to inlluence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an oflicer or employee of Congress, or an employee
Ver 2018-1 Page 9 of" 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information sel forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 301(c)(4) oflhe Internal Revenue Code of 1086; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is defined in the Lobbying Disclosure Act of 1995. as amended.
If the Disclosing Parly is the Applicant, the Disclosing Party musl obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration oflhe Matter and must make such certifications promptly available to the Cily upon request.
13. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
| "I Yes ' | x 1 No
If "Yes," answer the three questions below:
I lave you developed and do you have on Iiie affirmative action programs pursuant to applicable federal regulations? (See 41 (TR Part. 60-2.)
| j Yes | i Ni.
Have you liled with the Joint Reporting Committee, the Director ol ihe Office of federal Couiract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under inapplicable filing requirements?
| | Yes | | No | | Reports not required
I lave vuu participated in any previous contracts or subcontracts subject to the equal opportunity clause?
I I Yes ' | | No
If you checked "No" to question ( I) or (2) above, please provide an explanation:
Pane 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certilications. disclosures, and acknowledgments contained in this FDS will become part ol"any contract or other agreemenl between the Applicant and the City in connection wilh the Matter, whether procurement. City assistance, or olher City action, and are maierial inducements to the City's execulion of any contract or taking olher action with respect lo the Matter. The Disclosing Parly understands that it must comply with all statutes, ordinances, and regulations on which this FDS 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 vvwvv.cityofchicaao.org/E t hics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago. II. 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines lhat 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 Mailer and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of maierial fact may include incarceration and an award to the City of treble damages.
It is the City's policy lo make this document available to the public on its Internet site and/or upon request. Some or all oflhe 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 (his 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 conlained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
1 he inlormaiion provided in ihis EDS must be kept current, in the event of changes, ihe Disclosing Parly must supplement this EDS up to die time the City takes action on the Mailer. If the Mailer is a contract being handled by the City's Department of Procurement Services, the Disclosing Parly musl update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Seciion 2-154-020.
Pane 11 of 15
CURT IKK ATI ON
Under penalty of perjury, the person signing below: (1) warrants lhat he/she is authorized to execute this LT)S. and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certilications and statements contained in this 1EDS. and all applicable Appendices, arc true, accurate and complete as ofthe date furnished to the City.
Enterprise Community Investment, Inc (Print or type exact legal name of Disclosing Party)
By; iXj4{ fj-'fMU. --¦ 'J. ¦•!:''-
(Sign here)
Stephanie L Shack
( Print or type name of person signing)
Senior Vice President
(Print or type title of person signing)
County. Maryland
. i...
Notary Public1
Commission expires: August 28, 2025
Piil'.c 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECT ED 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 2-1 54-01 5. 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 ofthe 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 ofthe Disclosing Party listed in Seciion .11.13. fa., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe DisclosingParty, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe 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 ofa 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" vvith an elected city official or department head?
I j Yes |x | No
If yes, please identify below ( fi) the name and title of such person. (2) the name ofthe legal entity to which such person is connected; (3) the name and title oflhe elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Pane 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B"
BUILDING CODE SCOFI LAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is lo 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"). Il is not lo 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 Seciion 2-92-416?
[ J Yes . |x J No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Seciion 2-92-416?
[ | Yes | | No [Y|The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Pane 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" c defined in MCC Seciion 2-92-385. T hat section, which should be consulted (vvvv w.am 1 ega 1.com). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or 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 Seciion 2-92-385, I hereby certify lhat the Applicant is in compliance vvith MCC Section 2-92-385(b)( I) 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. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
I I Yes
[ ]No
[x ] N/A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. T his certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
Pane 15 of 15
ENTERPRISE COMMUNITY INVESTMENT. INC. EXHIBIT" A
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS B. IE THE DISCLOSING PART Y IS A LEGAL EN TITY:
1. LisL below the full names and lilies, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entily thai directly or indirectly controls the day-to-day management oflhe Applicant.
Title
Director Director Director Director Director Director Director
DIRECTORS
Name
Priscilla Almodovar .1. Ronald Tervvilligei Charles R. Wcrhane Alice Can-Kevin Ch avers Andrew Garvey Donald Layton
OFFICER
Charles Wcrhane Sally Hchncr Stephanie SI Kick
President
Senior Vice President Senior Vice President
ENTERPRISE COMMUNITY PARTNERS, INC.
02021-4192
CIT V OI CHICAGO ECONO MIC DISC LOS U R E STAT E M EN T AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name oflhe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Lnlerprise Community Partners, Inc. Check ONE ol'the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
| "| the Applicant
OR
fx] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Park Boulevard 3B LLC
OR
f ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Parly: 11000 Broken Land Parkway, Ste. 700
Columbia. MD 21044
Telephone: 410-772-5230 fax: 410-772-2630 Email: sshack(5)enterprisecommunify com
Name of contact person: Stephanie Shack
federal Employer Identification No. (if you have one):'
f. Brief description ofthe Matter lo which this EDS pertains, (include project number and location of propcrty, ii'applicable):
Allocation oi TH', Tax Exempt Bonds and Donation Tax Credits from the City ol Chicago Department of Housing for the development of I'ark Boulevard 3B al 4 I W 36ilt SI reel and 42 W 37th Street" Chicago, l ITT1O616
G. Which City agency or department is requesting this EDS? Department of I lousing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification U and Contract//
Ver.201 S-1 Page .1 of 15
SECTION II - DISCLOSURE OE OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
I. Indicate the nature of the Disclosing Party:
| | Person | | Limited liability company
[ | Publicly registered business corporation [ ] Limited liability partnership
[" ] Privately held business corporation [ ] Joint venture
[ | Sole proprietorship [x J Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [x ] Yes | | No
[ ] Trust | ] Other (please specify)
For legal entities, the stale (or foreign country) of incorporation or organization, if applicable: Maryland
3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entily?
|x | Yes [ | No [ ] Organized in Illinois
P3. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. Fist below the full names and titles, if applicable, of: (1) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which arc legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any olher person or legal entity that directly or indirectly controls the day-to-day management ol the Applicant.
NOTE: Each legal cniiLy listed below must submit an EDS on its own behalf.
Name Title See Exhibit A
2. Please provide the following information concerning each person or legal entily having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership inleresl in a partnership or joint venture, interest ofa member or manager in a
Pane 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date oflhis EDS? | JYes |x | No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x | No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, lo the best ofthe Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-1 56 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ | Yes |x] No
If "yes." please identify below the name(s) of such City elected official(s) and/or spouse(s)/domesiic parlncr(s) and describe the financial inlercst(s).
SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who arc paid solely through the Disclosing Parly's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Seciion, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
lo be retained ) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
(Add sheets if necessary)
Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-4 i 5. 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| | Yes | | No [ x] No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreemenl?
[ | Yes [ j No
FURTHER CERTIFICATIONS
I'f'his paragraph 1 applies onlv if ihe Matter is a contract being bandied by ihe City's Department of Procurement Services.] In the 5-year period preceding the dale oflhis EDS, neither Ihe Disclosing Party nor any Affiliated Entity | see deli nit ion in (5) belowj has engaged, in connection vvith 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 vvith legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Aliiliated Entities are not delinquent in the payment of any line, fee. tax or olher 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 paymeni of any tax administered by the Illinois Department of Revenue.
Pane 4 of 15
3. The Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities
identified in Seciion 11(B)(1) of this PDS:
are not presently debarred, suspended, proposed lor debarment, declared ineligible or voluntarily excluded from any transactions by any federal, slate or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted ofa 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, stale or local) with committing any ofthe offenses set lorlh in subparagraph (b) above:
cl. have not, during the 5 years before the date oflhis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
c. have not, during the 5 years before the date oflhis 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.
4. The Disclosing Party understands and shall comply vvith the applicable requirements of MCC
Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certifications (5), (6) and (7) concern:
o the Disclosing Party;
o any "Conlractor" (meaning any contractor or subcontractor used by the Disclosing Parly in connection vvith the .Matter, including but not limited lo all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"): - any "A I filiated Entity' (meaning a person or entity thai, directly or mdu'cctlv: controls the Disclosing Party, is controlled by the Disclosing Parly, or is. with the Disclosing Party, under common control of another person or entity). Indicia of control include, without, limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entily to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by il, or, with ihe Contractor, is under common control of another person or entity:
• any responsible official oflhe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Aliiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
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 dale of this EDS, or. vvith respect lo a Contractor, an Affiliated Entity, or an Affiliated Entity ofa 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 ofthe City, the Slate of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in thai officer's or employee's official capacity;
agreed or colluded vvith 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 lo bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above lhat is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)('5)( Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting vvith any unit of stale or local government as a result, of engaging in or being convicted of (I) bid-rigging in violation of 720 IECS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department: of Commerce, Stale, or freasury. or any successor federal agency.
11 OR APPLICANT ONEY] (7) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23. Article 1 for applicability and defined terms | oflhe Applicant is currently indicted or charged vvith. or has admitted guill of, or has ever been convicted of. or placed under supervision for. anv criminal offense involving actual, attempted, or conspiracy lo commit bribery, theft, Iraud, forgery, perjury, dishonesty or deceit against an oflicer or employee oflhe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
['FOR APPLICANT ONEY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection vvith the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Ver.2018-1 Pane f> of 15
contractor/subcontractor thai does not. provide such certifications or thai the Applicant has reason lo believe has not provided or cannot provide truthful certifications.
I I. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further
Certifications), the Disclosing Party must explain below:
None
If the letters "NA." the word "None," or no response appears on the lines above, it will be conclusively presumed lhat the Disclosing Party certified to the above statements.
12.'Fo the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-monlh period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None
13. To the best ofthe 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 dale of this EDS. to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gill" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the Cily recipient.
None
( .'. CT T\T 1ITCAT10N Of STATUS AS PTNANCI AE INST ITU I ION
The Disclosing Party certifies that the Disclosing Party (check one)
| | is [x] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge lhat none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Pane 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in .V1CC Section 2-32-455(b')) is a predatory lender within the meaning of VICC Chapter 2-32. explain here (attach additional pages if necessary):
n/a
II"the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL .INTEREST IN CITY BUSINESS
Any words or terms delincd in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance vvith MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee oflhe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
| | Yes [x] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D( 1), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name, or in the name of any other person or entity in the purchase of any properly that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit oflhe Cily (collectively. "City Properly Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning oflhis Pari D.
Does the Matter involve a City Property Sale?
[ i Yes | | No
If you checked "Yes" to Item D( 1), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature oflhe financial interest:
Name Business Address Nature of financial Interest
4. T he Disclosing Party further certifies that no prohibited financial interest in the Matter w ill be acquired by any City official or employee.
Page 8 of 15
IE. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Parly-must disclose below or in an attachment lo this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. The Disclosing Party verities 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 in jury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following const itutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes oflhis Section VI, lax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. L ist below the names of all poi sons or entities registered under ihe federal Lobbying Disclosure Act of 1995. as amended, who have made lobbying eonlacis on behalf of the Disclosing Pariv wilh respeci to the Matter: (Add sheets if necessary):
None
(if no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Parly with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay-
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to inlluence an oflicer or employee of any agency, as defined
by applicable federal law. a member of Congress, an oflicer or employee of Congress, or an employee
Vcr.2018-1 Pane 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreemenl, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information sel forth in paragraphs Af 1) and A(2) above.
The Disclosing Parly certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( 1) through A (4) above from all subcontractors before il awards ¦ any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must, make such certilications promptly available to the City upon request.
IT CfiRiif ICAiiON REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors lo submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant? I" I Yes ~ ' |x! No
If "Yes," answer the three questions below:
Have you developed and do you have on lile affirmative action programs pursuant to applicable federal regulations? (See 4 1 Cf'R Part 60-2.)
I j i es I | is'O
I lave you filed with the Joint Reporting Committee, the Director of the Office of federal Contract Compliance Programs, or Ihe Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| ] Yes | | No |" "I Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
I ! Yes ' | | No
If you checked "No" to question (I) or (2) above, please provide an explanation:
Pane 10 of 15
SECT ION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
A. T he certilications. disclosures, and acknowledgments conlained in this EDS will become pari of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or olher City action, and are material inducements to the City's execution of any contract or taking other action vvith respeci to the Matter. The Disclosing Party understands lhat it must comply with all statutes, ordinances, and regulations on which this EDS is based.
13. T he City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics. 740 N. Sedgwick St., Suite 500, Chicago, If 60610, (312) 744-9660. The Disclosing Party musl comply fully with this ordinance.
If the Cily determines thai 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 agreemenl (if nol 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 Cily 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 ofthe 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 Cily 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 ihis EDS.
i lie information provided in ihis EDS must be kepi current. In (he eveni ofchang.es , the Disclosing Party must supplement this EDS up to ihe time the City lakes action on the Matter. If the Mailer is a contract being handled by the City's Department of Procurement Services, the Disclosing Parly musl update this EDS as the contract requires. NOTE: Wilh respect to Matters subject to MCC Chapter 1-23. Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Paue 1 1 of 15
CERTIFICATION
Under penally of perjury, the person signing below: (1) warrants lhat he/she is authorized lo execute this EDS. and all applicable Appendices, on behalf of Ihe Disclosing Party, and (2) warrants that all certilications and statements conlained in this EDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Enterprise Community Partners, Inc.
(Print or type exact legal name of Disclosing Party)
,// , •„ / /",/?, ; /.-¦
Hy: ^Cfs'X'/lU •-¦ /j
(SigiY here)
Stephanie E. Shack (Print or type name of person signing)
Senior Vice President
(Print or type title of person signing)
Signed and sworn to before me on (date) September 8, 2021 ;
at Howard County.-, Maryland (slate).
MELI5SA SUlTON Notary Puohc ¦ S:j;e ot Maryland Howara Cuurty My Commiwcn tipirci Aug ZS, 7025
Commission expires: August 28. 2025
Pa-e 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to he completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-1 54-01 5, the Disclosing Parly must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable 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 ofthe 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 ofthe Disclosing Party listed in Section If B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe 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 ofa legal entity or any person exercising similar authority.
Does the Disclosing Partv or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city ollicia! or department head?
I .1 Yes |x | No
If yes. please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX Ii
BUI ED I NG COD E SCO FFLA VV/PRO B L EM LA N I) LOR I) C E RT IFI CATION
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 entily which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-01 0, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
i | Yes [x | No
If the Applicant is a legal entity publicly traded on any exchange, is any oflicer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-4 16?
|" | Yes [ ] No [ x | The Applicant i.s not publicly traded on any exchange.
If yes to (I) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
T his 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 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:-1 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. 1 also certify that, the Applicant has adopted a policy that includes those prohibitions.
j 1 Yes I." 1 No
|x j N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve, as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
Page 15 ol" 15
ENTERPRISE COMMUNITY PART NERS. INC. EXHIBIT A
SECT TON II - DISCLOSURE OF OWNERSHIP INTERESTS B. IE T HE DISCLOSING PART Y IS A LEGAL. ENTIT Y:
I. List below the full names and titles, if applicable, of: (i) all executive officers and all directors ol'the entity; (ii) for not-for-profit corporations, all members, if any. which are legal entities (il'there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly siluated party: (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management oflhe Applicant.
TRUSTEES Name
,i. Ronald T'ervvilliger Prise ilia Almodovar Maria P. Barry Elizabeth Blake Ed Brady Phyllis Caldwell Kevin Chavers Dora I.eong Gallo Renee Lewis Glover Sharon L. Heck Donald Layton Rick Lazio
Carmen Landa Middleton Shekar Narasimhan 'Perri North I '.dward Norton Barbara Poppe Ronald A. Porter Ronald A. Ralner Jonathan F. P. Rose Megan "E Sanded. M.D. Sarah Rosen Wartell
OFFICERS
Prise ilia Almodovar Stephanie L. Shack Sal I v Hebner
Chief Executive Officer Senior Vice President Senior Vice President
SCHIFF HARDIN LLP
02021-4192
CITY OF CHICAGO FCONOMIC I) ISCLOSE! RF STA'J'EM ENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable: Schiff Hardin LLP
Cheek ONE ofthe following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
fx| ihe Applicant
OR
] ] a legal entity currently holding, or anticipated to hold within six months after Cily action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as ihe
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR "
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
„ n . ,. . rv , . n 233 S. Wacker Dr., Suite 7100
13. Business address ol the Disclosing Parly: ¦
Chicago, Illinois 60606
312-258-5560 312-258-5600 bweisenthal@sc:hiflliardin com
lelephone: Pax: Email: _
Bruce P Weisenthal
Name ol contact person:
E. Federal Employer Identification No. (if you have one):
F. Brief description oflhe Matter to which this EDS pertains, (include project number and location of property, if applicable):
Appioval ol lax-exempt bond ordinance for Ihe redevelopment ol piopeily located at -13 W 36th Streel in Chicago known as Park Boulevard 3B
_ „., . , , . Department of Housing
G. Which City agency or department is requesting this EDS?
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification ii and Contract #
Ver 20 IS-1 Pane 1 of 15
SUCTION II -
- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PART Y
1. Indicate the nature ofthe Disclosing Party:
[ ] Person [ ] Limited liabilitycompany
| ) Publicly registered business corporation fx] Limited liability partnership
| | Privately held business corporation | ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
| | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
| | Limited partnership | J Yes | | No
[ ] Trust |" ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, ii'applicable:
Illinois
For legal entities not organized in the Stale of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entily?
[ ] Yes f | No fx] Organized in Illinois
13. IF THE DISCLOSING PARTY IS A LEGAL ENTIT Y:
1. List below the full names and titles, ii'applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management o! the Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ol'a member or manager in a
Paee 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, stale "None."
NOTE: Each legal entily listed below may be required lo submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? | | Yes |.x] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the dale oflhis EDS? [ j Yes [x] No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:
Does any City elected official or, lo the best ofthe Disclosing Parly's knowledge alter reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
I. I Yes | x | No
I f "yes," please identify below the name('s) of such Cily elected official(s) and/or spousc(s)/domestic partner(s) and describe the financial interest(s).
SECTION IV - DISCLOSURE OE 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 wilh the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Seciion. the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.
P;me3 of 15
Name (indicate whether Business Relationship lo Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOT'F:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
nol an acceptable response.
(Add sheets if necessary)
fx] Check here if the Disclosing Party has not retained, nor expects lo retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANT I
Linder MCC Section 2-92-415, substantial owners of business entities that contract with the City musl remain in compliance vvith their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
f ] Yesf ] No fx] No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
| | Yes | | No
FURTHER CERTIFICATIONS
|This paragraph 1 applies only ii ihe Mailer i.s a contract being handled by the City's Department ol Procurement Services. | In ihe 5-year period preceding the dale of ihis EDS, neither the Disclosing Party nor any Affiliated Entity jsee definition in (5) below| has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entity vvith 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 conlracts in the future, or continue vvith a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any tine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page 4 of 15
The Disclosing Party and. if the Disclosing Parly is a legal entity, all of those persons or entities identified in Seciion 11(B)(1) of this BIDS:
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 ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, stale or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud: embezzlement; theft; forgery; bribery: falsification or destruction of records; making false statements; or receiving stolen property;
e. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, slate or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not. during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply wilh the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certifications (5), (6) and (7) .concern:
o the Disclosing Party;
any "Conlractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection wilh the Matter, including but not limited to all persons or legal entities disclosed under Seciion IV. "Disclosure of Subcontractors and Olher Retained Parties"):
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, i.s controlled by the Disclosing Party, or is. wilh ihe Disclosing Pari). under common control of another person or entity). Indicia ol 'control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Aliiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it. or. with the ("ontractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ol'the Disclosing Party, any Contractor or any Affiliated Entily. acting pursuant to the direction or authorization ofa responsible official ol'the Disclosing Parly, any Contractor or any Affiliated Entity (collectively "Agents").
Page :>of 15
Neither the Disclosing Party, nor any Contractor, nor any Aliiliated 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 Aliiliated Entity, or an Aliiliated Entity ofa Conlractor during the 5 years before the dale of such Contractor's or Aliiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted lo bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public oflicer or employee ofthe City-, the Slate of Illinois, or any agency ofthe federal government or of any stale or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded vvith 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 Jixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, hut have not been prosecuted for such conduct; or
ci. violated ihe provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracls Requiring a Base Wage); (a)(5)(Debannent Regulations); or (a)(6)(Mlnimum Wage Ordinance).
6. Neither the Disclosing Parly, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33 E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
7 Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions fist maintained by the United States Department of Commerce, Slate, or Treasury, or any successor federal agency.
X. | fOR APPLICANT ONI...Y| (i) Neither the Applicant nor any "controlling person" |see MCC Chapter 1-23. Article I for applicability and defined terms] ofthe Applicani is currently indicted or charged wilh, or has admitted guilt of, or has ever been convicted of. or placed under supervision lor, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) ihe Applicani 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 ihis Section V.
[ fOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
1fit)R 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 lo those in Certifications (2) and (9) above and will not, without the prior written consent ofthe Cily, use any such
Ver.201.S- Page 6 of 15
contracior/subconlractor lhat does not provide such certifications or that the Applicant has reason lo believe has not provided or cannot provide truthful certifications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications)., the Disclosing Party must explain below:
if the letters "NA." the word "None." or no response appears on the lines above, il will be conclusively presumed lhat the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following i.s a complete list of all current employees of the Disclosing Party who were, at any time during ihe I 2-monlh period preceding the date of this EDS, an employee, or elected or appointed official, oflhe City of Chicago (if none, indicate vvith "N/A" or "none").
None
13. To the best ofthe Disclosing Party's knowledge after reasonable, inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused lo be given, at any lime during the 1 2-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago, for purposes oflhis statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None
C C'ERTIEICA'['ION OF S I'ATUS AS FINANCIAL, INS 11 I f I ION
The Disclosing Party certifies that the Disclosing Party (check one)
| | is fx] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
11" the Disclosing Party IS a financial institution, then the Disclosing Parly pledges:
"We are not and will nol become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of ounafliliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ol'the privilege of doing business with the City."
Page 7 of 15
If the Disclosing Party is unable lo make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):
If the letters "NA." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms delincd in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Seciion 2-1 56-1 10: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ | Yes |x] No
NOTE: If you checked "Yes" lo Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l). skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no Cily elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue oflegal process at the suit ofthe City (collectively, "City Properly Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
|" 1 Yes | | No
If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify Ihe nature ofthe financial interest:
Name Business Address Nature of financial Inleresl
4. The Disclosing Parly further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.
PageS of 15
E. CERTI El CAT! ON REGARDING SLAVERY ERA BUSINESS
Please check cither (1) or (2) below. If the Disclosing Party checks (2). lite Disclosing Party must disclose below or in an attachment lo this EDS all information required by (2). Failure lo comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
x 1. T he Disclosing Parly verifies thai 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 Parly has found no such records.
2. T he Disclosing Party verifies thai, as a result of conducting the search in step (1) above, the
Disclosing Parly has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If (he Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed lo Section VII. For purposes of this Section VI, tax credits allocated bythe City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. I .isi below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of ihe Disclosing Partv wiih respeci to the Matter: ( Add sheets i f necessary): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means lhat NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not. expend any federally appropriated funds lo pay
any person or entity listed in paragraph A(l ) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an oflicer or employee of Congress, or an employee
Ver201 8-1 Page 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l ) and A(2) above.
'The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) il is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities." as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certilications equal in form and substance to paragraphs A( 1) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certilications for the duration ofthe Matter and must make such certilications promptly available to the City upon request.
L3. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information vvith their bids or in writing al the outset of negotiations.
es
Is the Disclosing Party the Applicant?
? No
If "Yes," answer the three questions below:
1. Have you developed and do you have on lile affirmative action programs pursuant to applicable
federal regulations9 (Sec I I Cf R Pari 60-2.)
f Im.,
Yes
Yes
2. Have you filed vvith the Joint Reporting Committee, the Director of ihe Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable liling requirements?
| [No ?]Reports not required
es
/
3. Have you participated in any previous contracts or subcontracts subject lo the equal opportunity clause?
No
"you checked "No" lo question (1) or (2) above, please provide an explanation:
Vci .20 I 8-1
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees that:
The certilications. disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreemenl belween the Applicant and the City in connection with the Matter, whether procurement, City assistance, or olher Cily action, and are material inducements to the City's execution of any contract or taking other action with respect lo the'Matter. The Disclosing Party understands thai il 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. T he full text of this ordinance and a training program is available on line at vv vv vv. c i t. y o fc h i c a g o. o r g/ E t h i c s, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (3 12) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or olher agreemenl in connection with which il 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 Parly'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 ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response lo 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 (he 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 lo ihe time the City lakes action on the Mailer. 11 die Mailer 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: Wilh respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of 15
( I R I I i !( \T
l.'ndcr pcnaii\ ul peiinn . the person signing ho low: 1 1 ) warrants ihal he/she i.s authorized io execute ihi.N EDS. and all applicable Appendices, on bchali'ofihc Disclosing Party, and (2) warrants thai all certifications and statements conlained in this FDS. and all applicable Appendices, are true, accurate and complete as ol'the dale furnished to the City.
Schiff Hardin LLP
(Prim or ly pe exact lemd name of Disclosing Party)
(Sign herei Bruce P. Weisenthal
i Prim or l\pe name of person signing) Equity Partner
(Print or type title of person signing)
Signet! and sworn to be line me on (dale) / '"VA 1
f\ r.-¦ Illinois
(stale).
IV.-c I 2 ui 15
Nolan Public
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by 00 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.
Linder 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 ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, faLher-in-law, mother-in-law, son-in-law. daughter-in-law, stepfather or stepmother, stepson or stepdaughter, slcpbrothcr'-or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers ofthe Disclosing Parly listed in Section IfB.l.a., ift.be DisclosingParty is a corporation; all partners oflhe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Parly, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Parly; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating oflicer, executive director, chief Imancial oflicer, treasurer or secretary ofa 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 "lamilial relationship" with an elected cily olltcial or department head?
|' | Yes |x| No
If yes, please identify below (1) the name and title of such person, (2) the name oflhe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX li
BUILDING CODE SCOITLAYV/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 2-1 54-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
|" J Yes |x| No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicani identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-4 i 6?
[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
Page 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is lo 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.am legal .com), generally covers a party to any agreemenl pursuant lo which they: (i) receive City of Chicago funds in consideration for services, work or 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)(I) 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.
| x | Yes
| | No
j | N/A 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Seciion 2-92-385(c)( 1). If you checked "no" to the above, please explain.
Page 15 of 15
CHARITY & ASSOCIATES, P.C.
02021-4192
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENER AL MFORMA'I.TON
A. Legal name of (.be .Disclosing Party submitiing this EDS. Include d/b/a/ if applicable: Charity & Associates, P.C=
Cheek ONE of the following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is: 1. [xj- the-Applicant OR
.2. [ ] a legal entity currently holding, or anticipated to hold within six months after City action on the contract,, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant State the Applicant's .legal
name:
OR " "
3. [ ] a legal entity with a director indirect right of control of the Applicant (sec Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:
B. Business address ofthe Disclosing Party: 20 North Clark street, Suite_ 330 0
Chicago, Illinois 60602
Telephone: (312)849-9000 Fax: (312)849-9001 Entail: elyin.charity@
ciiarif.y-aGSOciates com
Name of contact person: -ivin E- Charley
P. Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Co-Bond Counsel for the Citv of Chicago Mntri rnni iv- iT/mg-; nn ppvon-ia Rm-iH^
( Pnrr. fkiu 1'ova ret 3IJ) , Series 2021"" ] ' "3 " ¦'—- ~ ---
Which City agency or department is requesting this EDS? .Department: _of_ Housing ) i
If the Matter is a contract" being handled by the City's Department of Proctiremeni Services, please complete the following:
Specification U ?'3/''- and Contract # N/A
Page 1 oft5
SECTION 11 - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
I. Indicate the nature of the Disclosing Party:
| | Person [ J Limited liability company
[ ] Publicly registered business corporation [ | Limited liability partnership
[ j Privately held business corporation [ j Joint venture
[ ] Sole proprietorship [' | Not-for-profit corporation
[ J General partnership (fs the not-for-profit corporation also a 501 (c)(3))?
[ J Limited partnership [ JYes |" ) No
[ | Trust , [X] Other (please specify)
Professional, Corporation
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Illinois
3. For legal entities not organized in the State of Illinois: Has the organization registered to do bus in ess in the Stale of Illinois as a foreign entity?
[ ] Yes [ ] No [X] Organized in Illinois
13. Ifi THE DISCLOSING PARTY IS A LEGAL ENTITY:
I. List below the full names and titles, if applicable, of: (j) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which arc. legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability parlncrships or joint ventures, each general partner, managing member, manager or any oilier person or legal entity thai directly or indirect! v controls the day-to-day management ofthe Applicant.
NOTE: .Each legal entity listed below must submit an EDS on its own behalf.
Name Title
Elvin E. Charity Prasidenfc
alan. ii^._a.e 11 Secretary
Elvin E„ Charity Director
2. Please provide the following infonnation concerning each person or legal entity having a direct, or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% oflhe Applicant. Examples of such an interest include shares in a. corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
limited liability company, or interest, ofa beneficiary ol'a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below .may be required to submit an. EDS on its own behalf.
Name Business Address , Percentage Interest in die Applicant
Elvin E. Charity .•
SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Parly provided any income or compensation to any City elected official during the
12-month period preceding the date oflhis EDS? [ ] Yes [x| No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official dining the 12-month, period following the date of this EDS? . j ] Y es fx) No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official (s) and describe such income or compensation:
Does an}7 City7 elected official or. to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
i. ! Yes |X j No
If "yes," please identify below the na.me.(s) of sue!; City elected official (s) and/or spoiisc(s)/do:;v.icslic parlnerfs) and describe the financial iniercslfs).
SECTION I V - DISCLOSURE OE 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, a.s well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Party's regular pay roil. If ihe Disclosing Party is uncertain whether a disclosure is required under this Section, Ihe Disclosing Parly must either ask the City whether disclosure is required or make the disclosure.
Page 3 o f 15
Name (indicate whether Business Relationship to Disclosing Patty Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate''- or "tb.d." is
not ait acceptable response.
(Add sheets jf necessary)
|x"| Check here if the Disclosing Parry has not retained, nor expects to retain, any such persons or entities.
SECTION V - CERTIElCA'nONS
A. C O I JR T- O R DHR HI) 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 an}' person who directly or indirectly owns 10% or more ofthe Disclosing Parry been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ 1 Y es J No [' ] 'No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and
i.s the person in compliance with that agreement?
| ] Yes [ "| No
B. .'FURTHER CERTIFICATIONS
j. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.) in ihc 5-ycar period preceding the date oflhis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entity with legal, auditing, investigative, or oilier 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).
2. The Disclosing Parry and its Affiliated Entities are not delinquent in the payment of any fine, fee, lax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.
Page -I of .15
3. The Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the dale of this EDS, been convicted of a criminal offense, adjudged guilty, or had a. civil judgment rendered against, them in connection wilh: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract: under a public transaction; a violation of federal or slate antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; 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 ofthe 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 noi, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the Cily or by the federal government, any state, or any oilier unit of local government.
The Disclosing Party understands and shall comply with the applicable, requirements of MCC Chapters 2-56 (Inspector General) and 2-.156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Parly;
any '"Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with ihc Matter, including but not limited io ail persons or legal entities disclosed under Section IV. "Disclosure of Subcontractors and Olher Retained Parlies"):
any "Affiliated Entity" (meaning a oerson or entity ihat. directly or indirectly, controls the. DisclosingParty, is controlled by the DisclosingParty, or is, with the Disclosing Party, under common, control of another person or entity). Indicia of control include., without, limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business with federal or stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect lo Contractors, Ihe term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
» any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee oflhe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Parly or any Contractor, nor any Agents have, during the 5 years before the date oflhis EDS, or. with respect to a Contractor, an Affiliated Entity, or an Affdiated Entity ofa 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 Stales of America, in that officer's or employee's official capacity;
agreed or colluded, vvith 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 nol 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)(.Deba.ri.ne.nt Regulations); or (a.)('6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Cont.ract.oi- , or any of their employees, officials, agents or partners, i.s barred from contracting vvith any unit of state or local government as a result, of engaging in or being convicted of (1) bid-rigging in violation of 720 PLCS 5/33.E-3; (2) bid-rotating in violation, of 720 ILCS 5/3 3 E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Parry nor any Affiliated Entity is listed, on a Sanctions List maintained by the United States Department of Commerce, Slate, or Treasury, or any successor federal agency.
[EOR APPLICANT ONLYJ (i) Neither (he Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I lor applicability and defined terms] of ihe Applicant Is currently indicted or charged with, or has admitted guilt uf, 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 ofthe City or any ''sister agency"; and (ii) the Applicant understands ami acknowledges that compliance with Article [ is a continuing requirement for doing business with the City. NOTE: If MCC Chapter i -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in tliis Section V.
[FOR. APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit, their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal. System for Award Management ("SAM").
.10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or lo be hired in connection with ihe Matter ceriificutions equal in form and substance to those in Certifications (2) and (9) above and will not, without, the prior written consent ofthe Cily, use any such
Ver.2Ul.S-l Paue6ofl5
contractor/subcontractor that does not provide such certifications or that (he Applicant has reason to believe has not provided or cannot provide truthful certifications.
11. If the Disclosing Party is unable to certify to any ofthe above statements in fliis Part B (further Certifications), the Disclosing Party must explain below:
If the letters "NA," the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe 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, ofthe City of Chicago (if none, indicate with "N/A" or "none").
In August of 2006, Elvin Charity was appointed by Mayor Richard M.
Daley as Chairman of the Chicago Regional Airport and he continues
to serve in that capacity.
To the best ofthe 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 oflhis EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a '¦gift" does not include: (i) anything made, generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
N/A
C. Cf.R I ff K.'A I iO.\ Of S3 A I C S AS I-IN A NO! A! i'NSTFFU J ION'
The Disclosing Parly certifies that the Disclosing Party (check one)
[ I is I x I 1S noi-
a "financial institution" as defined in MCC Section 2-32-455('b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. Wc further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the Cily."
Page 7 of 15
If the Disclosing Party is unable to make this pledge because il or any of its affiliates (as delincd in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach, additional pages if necessary):
if the letters "NA," the word "None." or no response appears on the lines above, it will be conclusively presumed that Ihc Disclosing Party certified io the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best oflhe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his oilier own name or in the name of any other person or entity in the Matter?
[ i Yes | x| No
NOTE: If you checked "Yes" to Item D(l), proceed to Ite,msD(2) and D(3). If you checked "No" to Item D( 1), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial, interest in his or her own name or in die name of any other person or entity in the purchase of any properly that (i) belongs lo the Cily, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Pari. D.
Docs ihe Matter involve a City Property Sale?
I. ] Yes I ] No
If you checked "Yes" lo Item D(I), provide ihc names and business addresses ofthe City officials or employees having such financial inleresl and identify (he nature of ihe financial interest:
Name Business Address Nature of financial Interest
4. The Disclosing Party further certifies that, no prohibited financial interest, in the Matter will be acquired by any Cily official or employee.
Page S ul" 15
certification regarding slavery era business
Please check either (J) or (2) below. It the Disclosing Parly checks (2); the Disclosing Party-must disclose below or in an attachment to this EDS all information required by (2). failure to comply with these disclosure requirements may make any contract, entered into with die City in connection vvith the Matter voidable by the City.
y 1. The Disclosing Party verities that the Disclosing .Party has searched any and all records of the Disclosing Parly 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 lhat provided coverage for damage to or injury or death of their slaves), and (he Disclosing Party has found no such records.
_ 2. The Disclosing Parly verifies that, as a result of conducting the search in slep (' 1) above, the .Disclosing Parly has found, records of in vestments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes oflhis Seciion VI. tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION 'REGARDING LOBBYING
i List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of ihc Disclosing Party with respect: lo die Matter: (Add sheets it necessary). None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds lo pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to inlluence. an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
VY.i 2018-1 Page 9 of 15
ofa member ol* Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify- any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certi fication at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Parly certifies thai, either: (i) it is not an organization described in section 501 (c)(4) ofthe Internal .Revenue Code of 1986; or (ii) it is an. organization described in section 501(c)(4) ofthe 'Internal Revenue Code of .1986 but has nol engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of .1.995, as amended.
If ihc Disclosing Party is the Applicant, the Disclosing Party must oblain cert ill cations equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must, make such certifications promptly available to the. City upon request.
P>. C E R TIFT C ATI ON REGARDING EQUAL EMPLOYMENT OPPORTUNITY"
If the Matter is federally funded, federal, regulations require the Applicant and all proposed subcontractors to submit the following information, with then bids or in writing at die outset of negotiations.
Is the Disclosing Party the Applicant?
[x|Yes ' |. 1 No
If''Yes,'' answer the three questions below:
Have you developed and do you have on file affirmative action, programs pursuant io applicable federal regulations? (See 41 C.FR Part 60-2.)
I" x\ Yes [ j No
flave you filed with the Joint Reporting Committee, the Director of the. Office of federal Contract Compliance Programs, or the Equal Employment Opportunity Corrnnission. all reports due underthe applicable tiling requirements?
| J 'Yes | ] No [xj Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
|x] Yes " I" ]No
If you checked "No" to question (1) or (2) above, please provide an explanation.
Page .10 of 15
SECTION Vii - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees (.hat:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany 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 respeci to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this I 'l )S i.s 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.cityoi'chicai\o.orc/E(hies , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick. St., Suite 500, Chicago, IL 6061 0, (3.12) 744-9660. The DisclosingParty must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), al 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.
ft is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended lo, 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 infonnation contained in this FDS and also authorizes the Cily io verify the accuracy ofany information submitted iii ihis EDS
f. The information provided in ihis EDS must be kepi, current. In ihe event, of change--, th'.- .Disclosing Party must supplement this EDS up to the time ihe City takes action on ihe Matter. If the Matter is a contract being handled by ihe City's Department of Procurement Services, the Disclosing Party rn cist update this EDS as the contract requires. NOTE: With respect to Matters subject io MCC Chapter .1-23, Article 1 (imposing PERMANENT INELIGIBILITY for certain specified offenses), the inlorrnation provided herein regarding eligibility must, be kepi current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page .11 of .15
CERTIFICATION
Under penally of perjury, the person signing below: (1.) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished lo the City.
Charity & Associates, P.C,
(Print or type exact leeal name of Disclosing Party)
By:
(Sign here) ""t
Elvin E. Charity (Print or type name of person signing)
President
(Print or type title of person signing)
at
Signed and sworn to before me on (date) ^ ( /^ / ?-0 ^ t
Notary "Public
Count}', >' il\ ^''f (state).
Commission expires:
Page 12 oi""15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is tn he completed only by (a) the Applicant, and (b) any legal entity which lias 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 Applicani.
j
Under MCC Section 2-15T-015, ihe Disclosing Party must discJose whether such Disclosing Party or any " Applicable Parry" or any Spouse or Domestic Partner thereof currently has a "familial relationship" wilh any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, (he Disclosing Party or any "'Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the cily 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 ofthe Disclosing Party listed in Seciion If.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Patty, if the Disclosing Party is a general partnership; all. general partners and limited partners ofthe Disclosing Party, if the Disclosing .Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers oflhe 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 ofa legal en I i ty or any person exercising similar authority.
Docs the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" w iih an elected cily officiai or department head?
|" ] Yes IX | No
If yes. please identify below (1) t lie name and title of such person, (2) the name of ihe legal entily to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (-1) the precise nature of such familial relationship.
Page 13 of .15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLA W/PROBLEM LANDLORD CERTIFICATION
This Appendix is io be completed only by (a) the Applicani. and (b) any legal entity which has a direct: ownership interest in the Applicant exceeding 7.5% (an "Owner"). II. is not to be completed by any legal entity which has only an indirect ownership inleresl. in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identilied as a building code scofllaw or problem landlord pursuant lo MCC Seciion 2-92-416?
[ ] Yes !•: | No
1 f the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofllaw or problem landlord pursuant to MCC Seciion 2-92-416?
[ JYes [ J No (xj The Applicant is not publicly traded on any exchange.
3. If yes to (.1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and ihe address of each building or buildings to which the pertinent code violations apply.
Page I t of 15
Cl TY OT CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE, & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant lhat is completing this CDS as a ''contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (~\vww.amleaal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the Cily 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 M'CC Section 2-92-385, T hereby certify that the Applicant is in compliance vvith MCC Section 2-92-385(b)(l) 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 thai the Applicant has adopted a policy that includes those prohibitions.
[Xl Yes
[ J No
[ ] N/A - 1 am not an Applicant lhat is a "contractor' as defined in MCC Section 2-92-385.
t required by MCC Seciion 2-92-385(c)(1).
If you checked "no" to the above, please explain.
Puae 15 of 15
CITIBANK, NA.
02021-4192
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this FDS. Include d/b/a/ ii applicable: Citibank. N A
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
fx J lne Applicant
OR
| | a legal entily currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR "" ' "
| ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Parly holds a right of control:
13. Business address ofthe Disclosing Parly: 388 Greenwich Street, Trading 6th Floor
Email' mai"k 9 risch@citi com
New York, NY 10013
C. Telephone: 3!)3':i08 7401
f). Name of contact person: Vlaik G Risch
lz. federal LTnploycr Idenlilicalion No. (if you have one):
Brief description oflhe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Purchaser of Multifamily Housing Revenue Notes (Park Boulevard Phase 3B) Series 2021 for the project at 41 West 36th Street & 42 West 37th Street
Which City agency or department is requesting this EDS? Department of Housing
I f lire Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
_ and Contract fi Paue 1 of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Limited liability company | ] Limited liability partnership [ | Joint venture
1. Indicate the nature ofthe Disclosing Parly | (Person | [ | Publicly registered business corporation |
| | Sole proprietorship | ] General partnership ( | Limited partnership
Privately held business corporation
J Not-for-profit: corporation
(Is the not-for-profit corporation also a 501(c)(3))?
Trust
| | Yes | | No
[X | Other (please specify)
National Banking Association
For legal entities, the state (or foreign country) of incorporation or organization, ii'applicable: United States of America
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the Stale of Illinois as a foreign entity?
[ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which arc legal entities (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity thai directly or indirectly controls the day-to-day management oflhe Applicani.
NOTE: Each legal entily listed below must submit an EDS on its own behalf.
Name Title See Attachment A for a List of Citibank, N A. Officers and Directors
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ol'a member or manager in a
Page 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. II none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Citicorp LLC (direct) 388 Greenwich Street - Trading 6th Floor, New York, NY 10013 100%
SECT ION III - INCOME Ok 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 Ihe date oflhis EDS? | | Yes |X | No
Does the Disclosing Party reasonably expect to provide any income or compensation to any Cily
elected official during the 12-month period following the date oflhis EDS? [ | Yes |x "| No
If "yes" lo either ofthe above, please identify below the namc(s) of such Cily elected oflicial(s) and describe such income or compensation:
Does any City elected official or. to the best ofthe Disclosing Parly's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial inleresl (as defined in
Chapter 2-156 oflhe Municipal Code of Chicago ("MCC")) in the Disclosing Party'?
| | Yes Ix | No
If "yes." please identify below the name(s) of such City elected offiicial(s) and/or spousc(s)/domestic parlner(s') and describe the financial interest(s).
SECTION IV - DISCLOSURE OK 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 lo retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Parly is not required to disclose employees who are paid solely through the Disclosing Parly's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Parly musl either ask the City whether disclosure is required or make the disclosure.
Page 3 of 15
Name (indicate whether Business Relationship to Disclosing Party Pees (indicate whether
retained or anticipated Address (subcontractor, attorney. paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.h.d." is
not an acceptable response.
See attachment B for a disclosure of subcontractors and other retained parties
(Add sheets if necessary)
| | Check here iI" the Disclosing Parly has nol retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-OR.DE.RED ( HIED SUPPORT COMPLIANCE
Under MCC Seciion 2-92-415, substantial owners of business entities that contract with the City must remain in compliance vvith their child support obligations throughout the contract's term.
Has any person who directly or indirectly owns .10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| | Yes [ ] No |X | No person directly or indirectly owns 10% or more of the Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance wilh that agreement?
[ | Yes | I No
IT,RT IIf R CERTI FICA I IONS
j I his paragraph I applies only if the Mailer is a contract being handled by the City's Department of Procurement. Services. | In the 5~year period preceding the date oflhis EDS, neither the. Disclosing Party nor any Affiliated Emily |see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity vvith legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Aliiliated Entities are not delinquent in the payment ofany line, 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 ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
T I he Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) oflhis EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, slate or local unit of government;
have not. during the 5 years before the dale oflhis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection vvith: obtaining, attempting lo 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 properly;
are not presently indicted for, or criminally or civilly charged by. a governmental entity (federal, stale or local) with committing any ofthe offenses set forth in subparagraph (b) above:
have not, during the 5 years before the date oflhis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have nol, during the 5 years before the date oflhis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply vvith the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:
the Disclosing Parly;
any "Contractor" (meaning anv contractor or subcontractor used by the Disclosing Parly in connection with the Matter, including but. not. limited to all persons or legal entities disclosed under Seciion IV. "Disclosure of Subcontractors and Olher Retained Parties");
» anv "Affiliated Entily" (meaning a person or entity that, directly or indirectly: controls ihe Disclosinc P,::;\. is controlled by die Disclosing Parly, or is, wilh the Disclosing Parly, under common control of another person or entily). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment: common use of employees; or organization ofa business entity following the ineligibility ofa business entity to do business vvith federal or stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe DisclosingParty, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Parly, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Aliiliated Entity of either the Disclosing Parly or any Contractor, nor any Agents have, during the 5 years before the date oflhis EDS, or. vvith respect to a Contractor, an Affiliated Entily, or an Aliiliated Entity ofa Contractor during the 5 years before the dale of such Contractor's or A ffiliated 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 ofthe City, the Slate of Illinois, or any agency ofthe federal government or ofany state or local government in Ihe United Stales of America, in that officer's or employee's official capacity:
agreed or colluded with other bidders or prospective, bidders, or been a party to any such agreemenl, 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 nol been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracls Requiring a Base Wage); (a)(5)(Dcbarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4; or (3) any similar offense ofany state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Parly nor any Affiliated Entity is listed on a Sanctions List maintained by the United Stales Department of Commerce, Slate, or 'freasury, or any successor federal agency.
| FOR APPLICANT ONLY | (i) Neither Ihe Applicant nor any "controlling person" [see MCC Chapter 1-23. Article I for applicability and delincd terms] ofthe 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 ofthe Cily or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance vvith Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT' ONLYJ The Applicant and iis Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT' ONLYJ The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection vvith the Matter certifications equal in form and substance to those in Certilications (2) and (9) above and will nol, without the prior written consent ofthe City, use any such
Ver.2018-1 Page 6 of 15
contractor/subcontractor thai does not provide such certilications or that the Applicant, has reason to believe has not provided or cannot provide iruihti.il certifications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below: See attachment C in support of the above
If the letters "N.A." the word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees oflhe Disclosing Party who were, al any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list ol 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 oflhis EDS, to an employee, or elected or appointed official, ofthe City of Chicago, for purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or lo the general public, or (ii) food or drink provided in Ihe course of official City business and having a retail value of less than $25 per recipient", or (iii) a political contribution otherwise duly reported as required by law (if none, indicate vvith "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient. None
C. CER'I TI-1CAT10N Of S IA l'US AS FINANCIAL INSTITUTION
The Disclosing Party certifies that ihe Disclosing .Party (check one)
|x | is | ] i.s not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We arc not and will not become a predatory lender as defined in MCC Chapter 2-32. We further
pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in
MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa
predatory lender mav result in the loss ofthe privilege of doing business with the City."
Page 7 of 15
Ver.20 IS-1
Type text here "
Type text here
If ihe Disclosing Parly is unable lo make this pledge because il. or any of its affiliates (as defined in MCC Section 2-32-455(b')) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary): None.
If the letters "NA." the word "None." or no response appears on the lines above, il will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL. INTEREST IN CITY BUSINESS
Any words or terms delincd in MCC Chapter 2-1 56 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?
| | Yes fx ! No
NOLE: If you checked "Yes" to Item D( 1), proceed lo Items D(2) and D(3). If you checked "No" to Item D( l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant lo a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase ofany properly thai (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant lo the City's eminent domain power does nol constitute a financial interest within the meaning oflhis Part D.
Does the Mailer involve a City Property Sale?
! ] Ycs | ]No
If you checked "Yes" to Item D(l), provide ihe names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Inleresl
4. The Disclosing Party further certifies lhat no prohibited financial interest in the Mailer will be acquired by any City official or employee.
Page 8 of 15
E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please check either (1) or (2) below. IP the Disclosing Party cheeks (2), the Disclosing Parly must disclose below or in an attachment lo this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection vvith the Matter voidable by ihe City.
* 1. The Disclosing Party verities that the Disclosing Party has searched any and all records of the Disclosing Parly 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 Parly has found no such records.
2. The Disclosing Parly verities that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verities that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. -If the Matter is not federally funded, proceed to Section VIE for purposes oflhis Seciion VI. lax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: ( Add sheets if necessary ): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, il will be conclusively presumed that the Disclosing Parly means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Mailer.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entily listed in paragraph A( I) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt lo inlluence an officer or employee ofany agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.20 IS-1 Page 9 of 15
ofa member of Congress, in connection vvith the award of any federally funded contract, making any-federal ly funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
3. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
-I. iiie Disclosing Part}- certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1980; or (ii) it. is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1980 but has not engaged and will not engage in "Lobbying Activities." as that term is delincd in the Lobbying Disclosure Act of 1995. as amended.
5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certilications equal in form and substance lo paragraphs A(l) through .A (4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certilications for the duration ofthe Matter and musl make such certilications promptly available to the Cily upon request.
13. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Mailer is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following infonnation vvith their bids or in writing at the outset of negotiations.
Is the Disclosing Parly the Applicant? [ ] Yes " ' [ ] No
If "Yes." answer the three questions below:
ITave you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 ( I K Part 60-2.)
i | Yes |" | No
Have you filed with the Joint Reporting Committee, the Director of the Of lice of federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable tiling requirements?
| | Yes | | No | J Reports not required
ITave you participated in any previous contracts or subcontracts subject to the equal opportunitv clause?
[ ! Yes ' |. ] No
If you checked "No" to question (1) or (2 ) above, please provide an explanation:
Pnsze .10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENT S AND CERTIFICATION
I hc Disclosing Party understands and agrees that:
The certilications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or olher agreement belween the Applicant and the City in connection vvith the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action vvith respect to the Matter. The Disclosing Parly understands that il musl comply wilh 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 al vv vv vv. c i I y o 1 c h i cag o. o r»/ E1 h i c s. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IE 60610. (3 12) 744-9660. The Disclosing Party musl comply fully vvith this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or olher agreemenl in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies undcrpmt6>€.b5rtract 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 maierial fact may include incarceration and an award to the City ol 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 oflhe 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 il inav have against the City in connection vvith the public release of information contained in this EDS and also authorizes the City to verify the accuracy ofany infonnation submitted in ihis EDS
I: The information provided in this EDS must, be kept current. In the event of changes, the Disclosing Party must supplement this I-IDS 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 specilicd offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.
Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to execute this EDS; and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements conlained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Citibank, N A
(Print or type exact leaal name of Disclosing Party)
s UnruSirjncc! hy.
By
Mark G. Risch
(Print, or type name of person signing)
Authorized Signatory
(Print or type title of person signing)
8/16/2021
Signed and sworn to before me on (date)
at C o u n ty. (s tate).
Notary Public
Commission expires:
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS VVITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
T his Appendix is lo he completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015. the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently has a "familial relationship" vvith any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Parly 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 ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law. son-in-law, daughter-in-law. stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers ofthe Disclosing Party listed in Section II. B.l. a., if the Disclosing Party is a corporation: all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership: all general partners and limited partners ofthe Disclosing Party, if the Disclosing Parly is a limited partnership: all managers, managing members and members ofthe Disclosing Party, if the Disclosing Parly is a limited liability company; (2) all principal officers oflhe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Parly. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary ofa legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currenilv have a "familial relationship"' wilh an elected city official or department head?
[ ] Yes |X I No
If yes. please identify below (I) the name and title of such person, (2) the name oflhe legal entity to which such person is connected: (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CU V OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAYV/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 entily which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-1 54-0 I 0, is the Applicant or any Owner identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ I Yes fx | No
II" the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ | Yes [" ] No |X'| The Applicant is not publicly traded on any exchange.
3. If yes to (I) or (2) above, please identify below the name of each person or legal entity identified as a building code scofllaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.
P;me 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "'contractor" as defined in MCC Seciion 2-92-385. That section, which should be consulted (vv w vv. a m 1 e a a 1. c o m). generally covers a party to any agreement pursuant lo which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the Cily money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant thai is a contractor pursuant to MCC Section 2-92-385. I hereby certify thai 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 thai the Applicant has adopted a policy that includes those prohibitions.
[ J Yes
j "| No
[Xj N/A - I am not an Applicani that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(T). If you checked '"no" to the above, please explain.
Page 15 of 15
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS AS OF JUNE 16, 2021
CITIBANK, N.A.
DIRECTORS
Dailey, Grace
Desoer, Barbara, Chair of the Board
Fraser, Jane
Garg, Sunil
Hennes, Duncan
Henry, Peter B.
Ireland, S. Leslie
Taylor, Diana
Turley, James
PRINCIPAL OFFICERS
Garg, Sunil Agrawal, Piyus Callan, Ross Hilton, Daniel L. Romero, Anita
Chief Executive Officer Chief Risk Officer Chief Financial Officer Chief Compliance Officer General Counsel and Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
ATTACHEMNTS FOR CITIBANK, N.A.
ATTACHMENT B
DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
Name (indicative whether j Business Address retained or anticipated to be retained)
Fisher Broyles LLP
1627 Eye Street NW, Suite 1220 Washington, DC 20006
3777 Long Beach Boulevard, Suite 280, Long Beach, CA 90807
Norris, George & Ostrow PLLC
Relationship to Disclosing party (subcontractor, attorney, lobbyist, etc)
Counsel to Citibank, N.A.
Counsel to Citibank, N.A.
Fees
(Indicate whether paid or estimated.) $70,000 estimated No Portion Paid Yet.
$15,000 estimated No Portion Paid Yet.
CITV OF CHICAGO ECO NOM1C DISCLOSUILE STAT EMENT AND AFFIDAVIT
ATTACHMENTS FOR CITIBANK, N.A.
ATTACHMENT C FURTHER CERTIFICATION
in the ordinary course of business. Citigroup Inc. ("Citigroup") and it:; subsidiaries and affiliates nre defendants or co-defendants in various litigation matters incidental to and typical of the broad tangs of businesses in which tney arc engaged. For example, typical actions in broker-dealer subsidiaries are civil suits, arbitration proceedings, and oilier matters related to activities occurring in the normal course of business as a broker and dealer in securities, as an underwriter or securities, as an investment banker or otherwise. From time ro time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigioup and its affiliated entities routinely cooperate with such investigations.
On May 20. 201.5, Citigroup announced settlements with ihe U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve their respective investigations into Citigroup's foreign exchange business. Pursuant to the terms ofthe settlement vvith the DOJ. Citicorp, a subsidiary oi" Citigroup, pleaded guilty to a violation ofthe Sherman Act, vvill pay a fine of S925 million and be subject to a three-year probation period, the conditions of which include ihe continued implementation, remediation and strengthening of its controls relating to its foreign exchange business. Additional information concerning ihis action is publicly available in court filings under the docket number 3:l5-cr-78 (D. Conn.). Pursuant to the terms of the settlement with the FRB, Citigroup paid a civil penalty of S342 million and agreed to further enhance the control framework governing its foreign exchange business.
Citigroup is a public company, and as such files periodic and cuircnl reports with ihe U.S. Securities and Exchange Commission as required by the Securities Exchange Act of 1934 that include current descriptions of material regulatory proceedings, investigations and litigation. Copies of Citigroup's periodic reports are on file with the SEC. which can be located at the SEC's website (www.sec.gov ).
CITICORP LLC
02021-4192
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe DisclosingTarty submitting this EDS. Include d/b/a/ ii'applicable: Citicorp LLC
Check ONE of the following three boxes:
indicate whether the. Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
f< | a legal entity currently holding, or anticipated to hold within six months alter City action on the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: Citibank, N.A.
OR "
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 383 Greenwich Street, Trading 6th Floor
New York, NY 10013
C Telephone- 303-308-7401 [t;ix. Email" rnarkg.risch@citi.com
Name of contact person: Mark G Risch ,
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Purchaser of Multifamily Housing Revenue Notes (Park Boulevard Phase 3B) Series 2021 for the project at 41 West 36th Street & 42 West 37th Street
Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification // _ and Contract # _
Ver.2018-1 l\me I of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature ofthe Disclosing Party:
[ | Person |X] Limited liability company
| ] Publicly registered business corporation | | Limited liability partnership
| | Privately held business corporation | | Joint venture
| | Sole proprietorship [ | Not-for-profit corporation
| | General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership | ] Yes | | No
[ j Trust | ] Olher (please specify)
2. For legal entities, the stale (or foreign country) of incorporation or organization, if applicable: Delaware
3. For legal entities not organized in the State of Illinois: I las the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [k | No [ | Organized in Illinois
13. IF THE DISCLOSING PARTY IS A LEGAL EM I LY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors ol the entity; (ii) for not-for-profit corporations, all members, if any. which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicani.
NOTE: Each legal entily lifted below musl submit an LDS on il.s own behalf.
Name Title See Attachment A for a List of Citcorp LLC Officers and Directors
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after Cily action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ofa member or manager in a
Page 2 of 15
limited liability company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, stale "None."
NOTE: Each legal entily listed below may be required lo submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
Citigroup inc 388 Greenwich Street - Trading 6th Floor, New York, NY 10013 100%
SECTION Ml - INCOME OR COMPENSATION 'TO, OR OWNERSHIP BY, CITY ELECTED OI EICLYLS
Flas the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [" ] Yes |X] No
Does the Disclosing Parly reasonably expect to provide any income or compensation to any Cily
elected official during the 12-monlh period following the dale of this EDS? [" | Yes [x ] No
If "yes" to either ofthe above, please identify below the namefs) of such City elected olTlcial(s) and describe such income or compensation:
Does any City elected official or, to the best ofthe .Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-1 56 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
| | Yes |x 1 No
If "yes." please identify below the namefs) of such Cily elected ofllcial(s) and/or spou.se(s)/domestic partiier(s) and describe the financial interesi(s).
SECTION IV - DISCLOSURE OE SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-1 56), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection vvith the Mailer, as well as the nature ofthe relationship, and the total amount oflhe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Parly i.s 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.
P;-me 3 of 15
Name (indicate whether Business retained or anticipated Address to he retained)
Relationship lo Disclosing Parly (subcontractor, a11orney. lobbyist, etc.)
Fees (indicate whether paid or estimated.) NOTE: "hourly rale" or "l.b.d." is
not an acceptable response.
(Add sheets if necessary)
[< | Check here if the Disclosing Party has not retained, nor expects lo retain, any such persons or entities.
section v - certifications
a. court-ordered child support compliance
Under MCC Section 2-92-415, substantial owners of business entities lhal contract vvith the Cily 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 oflhe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| ] Yes | j No [X] No person directly or indirectly owns 10% or more oflhe Disclosing Parly.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
| ] Yes | | No
B. FURTH ER CERTI LIGATIONS
| This paragraph i applies only if ihe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date oi"this ELLS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below| has engaged, in connection with the performance ofany 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 lo help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Parly and its Affiliated Entities are not delinquent in the paymeni ofany fine, fee, tax or olher source of indebtedness owed to ihe City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment ofany tax administered by the Illinois Department of Revenue.
Paue 4 of 15
The Disclosing Party and. if the Disclosing Party is a legal entity, all of those persons or entities identified in Section ll(B)( I) 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 oflhis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, stale or local) transaction or contract under a public transaction; a violation of federal or slate antitrust .statutes; fraud: embezzlement: theft; forgery; bribery: falsification or destruction of records; making false statements; or receiving stolen properly:
e. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, slate or local) vvith committing any oflhe offenses set forth in subparagraph (b) above;
have nol. during the 5 years before the date of this EDS, had one or more public transactions (federal, stale 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 stale, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certilications (5), (6) and (7) concern:
° the Disclosing Party;
° any "Contractor (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but nol. limited to all persons or legal en li I i cs disclosed under Seciion IV. "Disclosure of Subcontractors and Olher Retained Parlies");
* an_\ "Affiliated Entity" (meaning a person or entity thai, directly or indirectly: controls the Disclosing Pari}. is controlled by the Disclosing Parly, or is. with the Disclosing Party, under common control of another person or entity). Indicia of control include, wilhoul limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility ofa business entily to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entily. With respect to Contractors, the term Affiliated Entily means a person or entity lhat directly or indirectly controls the Contractor, is controlled by it, or. with the Contractor, is under common control of another person or entity;
• any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entily or any-other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity. . acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of .15
Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Parly or any Contractor, nor any Agents have, during the 5 years before the dale of this I T)S. or. with respect lo a Contractor, an Affiliated Entity, or an Affiliated Entily ofa Contractor during the 5 years before ihe dale of such Contractor's or Affiliated Entity's contract or engagement in connection vvith the Matter:
bribed or attempted lo bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the Slate of Illinois, or any agency ofthe federal government or ofany state or local government in the United Stales of America, in lhat officer's or employee's official capacity:
agreed or colluded wilh other bidders or prospective bidders, or been a party lo any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restrain! of freedom of competition by agreemenl lo bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above thai, is a mailer of record, but have nol been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Conlracls Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither ihe Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 I LCS 5/33 E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or ofthe United States of America that, contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List, maintained by ihe United Stales Department of Commerce, Slate, or Treasury, orany successor federal agency.
[ FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will nol use, nor permit their subcontractors to use, any facility listed as having an active exclusion by ihe LJ.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent oflhe Cily. use any such
Vcr 20 I.S-1 Pace 6 olT5
contrnclor/subcontractor lhat does nol provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below: See attachment B in support of the above
If the letters "NA." the word "None," or no response, appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified lo ihe above, statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees oflhe Disclosing Parly who were, al any time during the 12-month period preceding the date oflhis EDS, an employee, or elected or appointed official, oflhe City
of Chicago (if none, indicate with "N/A" or "none"). None
I 3. To ihe best ofthe Disclosing Parly's knowledge after reasonable, inquiry, the following is a complete list of all gifts lhat the Disclosing Party has given or caused to be given, at any time during the 12-monlh period preceding the execution date oflhis EDS. to an employee, or elected or appointed official, ofthe 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 contribulion otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name oflhe City recipient. None
(". CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Parly certifies that the Disclosing Party (check, one)
|x | is I I is ''tot
a "financial institution" as defined in MCC Section 2-32-455(b).
IF the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are nol and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand thai becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Ver.20 IN-1 Page 7 of 15
If ihe Disclosing Parly is unable lo make ihis pledge because il or any of iis affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary): None
If the letters "NA." ihc word "None." or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in VICC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name ofany other person or entily in the Matter?
| | Yes tx ! No
NOTE: If you checked "Yes" lo Item D(l), proceed to Items D(2) and D(3). If you checked "No" to item D( 1), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany olher person or entity in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process al the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning oflhis Part D.
Does the Matter involve ;-i Cily Properly Sale?
| | Yes | | No
If you checked "Yes" to Item D(l). provide the names and business addresses oflhe Cily officials or employees having such financial interest and identify the nature oflhe financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Parly further certifies lhat no prohibited financial interest in the Mailer will be acquired by any City official or employee.
Pane 8 of 15
li CERTIFICATION REGARDING SLAVERY ERA BUSINESS
Please cheek either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must: disclose below or in an attachment to this EDS all information required by (2). Failure to comply wilh these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the Cily.
* 1. The Disclosing Parly verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
_ _ 2. The Disclosing Parly verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: li the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Seciion VI, tax credits allocated bythe City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995. as amended, who have made lobbying contacts on behalf oflhe Disclosing Party with respect to the Matter: (Add sheets if necessary): None.
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Parly with respect to the Matter.)
2. The Disclosing Party has nol spent and will not expend any federally appropriated funds lo pay-
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee ofany agency, as defined
by applicable federal law. a member of Congress, an oflicer or employee of Congress, or an employee
Ver.20 I.S-1 Page 9 of 15
ofa member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreemenl.
The Disclosing Parly will submit an updated certification al the. end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A( I) and A(2) above.
The Disclosing Party certifies lhat either: (i) it is not an organization described in seciion 501(c)(4) ofthe Internal Revenue Code of 1986: or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 19X6 but has not engaged and will not. engage in "Lobbying Activities," as lhal term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Tarty is the Applicant, the Disclosing Parly must obtain certifications equal in form and substance to paragraphs A( 1) through A (4) above from all subcontractors before il awards any subcontract and the Disclosing Parly must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the Cily upon request.
IT CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information vvith their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
i | Yes [ | No
If "Yes," answer the three questions below:
Flave you developed and do you have on file affirmative action programs pursuant lo applicable federal regulations? (See A I CFR Part 60-2.)
| j Yes | J No
Have you filed wilh the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or ihe Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ | No | ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes " [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
P;me 10 of 15
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees lhat:
The certifications, disclosures, and acknowledgments contained in this LDS will become part ofany contract or other agreement between the Applicani 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 ofany contract or taking olher action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this LDS is based.
'The City's Governmental Ethics Ordinance. MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking Cily contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at vvvvvv.cityoicnicatio.org/Cl.hics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, JL 60610. (312) 744-9660. 'The Disclosing Party must comply fully with this ordinance.
If the City determines that any informal ion 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 nol 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 ofthe information provided in, and appended lo, 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 il may have against the Cily in connection with the public release of information contained in this EDS and also authorizes (he City to verify Ihe accuracy ofany information submitted in this EDS.
The information provided in this EDS musl be kepi current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the Cily lakes action on the Matter. If ihe Mailer is a contract being handled by the City's Department of Procurement Services, the Disclosing .Party musl update this EDS as the contract requires. NOTE: With respeci lo Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses'), ihe information provided herein regarding eligibility must be kepi current for a longer period, as required by MCC Chapter 1 -23 and Section 2-1 54-020.
Pa<.'.e 11 of 15
C I RT II K AT ION
linder penalty of perjury; die person signing below: (1) warrants that he/she is authorized to execute this EDS. and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Citicorp LLC
(Print or type exact legal name of Disclosing Party)
1K: "ji- /. -- '
C (-S-rg1\ herejE>
Ryan Gilliam
(Print or type name of person signing)
Authorized Signatory
(Print or type title of person signing)
Signed and sworn to before me on (date) 8/16/21 .
al County, (state).
Notary Public
Commission expires:
Paue 12 of 15
CIT Y OI CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
FAMILIAL RELATIONSHIPS WIT II ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to he completed only by (a) the Applicant, and (h) 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 Seciion 2-154-015, the Disclosing Party must disclose whether such Disclosing Parly or any "Applicable Party" or any Spouse or Domestic Partner (hereof currently has a "familial relationship" with anv elected city official or department head. A "familial relationship" exists if, as of the date this LDS i.s signed, the Disclosing Party or any "AppTj
"Applicable Party" means (I) all executive officers ofthe Disclosing Party listed in Seciion II.B. 1 a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Parly is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Parly is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers oflhe Disclosing Parly: and (3) any person having more than a 7.5% ownership inleresl in the Disclosing Parly. "Principal officers" means the president, chief operating oflicer, executive director, chief financial officer, treasurer or secretary ofa legal entity or any person exercising similar authority.
Does the Disclosing Parly or any "Applicable Parly" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head'?
I. .! V'es (Xl No
If ves, please identify below (f) the name and title of such person, (2) the name ofthe legal entily to which such person is connected; (3) the name and title oflhe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CI L Y OF CHICAGO ECONOMIC DISCLOSURE ST ATEMENT' AND AFFIDAVIT
APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is lo be completed only by (a) the Applicant, and (b) any legal entily which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"), ll. is not to be completed by any legal entily which has only an indirect ownership interest, in the Applicani.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
| | Yes |X| No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC' Section 2-92-4 I 6?
[ J Yes | | No (X | The Applicant is not publicly traded on any exchange.
If yes lo (1) or (2) above, please identify below the name of each person or legal enliry identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply. ¦
Page 14 of 15
CTT V OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to he completed only by an Applicant that is completing this LDS as a "contractor"' as delined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.eom ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the Citv money lor a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicani that is a contractor pursuant to MCC Seciion 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.
|" ] Yes [ 1 No
|X I N/A I am not an Applicant that is a "contractor' as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" it.) the above, please explain.
Page 15 of 15
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS AS OF JUNE 16, 2021
CITICORP LLC
DIRECTORS
Ellen M. Costello
Grace E. Dailey
Barbara Desoer
John C. Dugan, Chair
Jane N. Fraser
Duncan P. Hennes
Peter B. Henry
S. Leslie Ireland
Lew W. (Jay) Jacobs, IV
Renee J. James
Gary M. Reiner
Diana L. Taylor
James S. Turley
Deborah C. Wright
Alexander R. Wynaendts
Ernesto Zedillo Ponce de Leon
PRINCIPAL OFFICERS
Jane Fraser Mark Mason Rohan Weerasinghe
Chief Executive Officer
Chief Financial Officer
General Counsel and Corporate Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFI DAVIT
ATTACHMENTS FOR CITICORP
ATTACHMENT H FURTHER 'CERTIFICATION
In the ordinary course of business, Citigroup Inc. ("Citigroup") and its subsidiaries and affiliates arc defendants or co-defendants in various litigation matters incidental to and typical ofthe broad range of businesses in-which they are engaged. For example, typical actions in broker-dealer subsidiaries are civil suits, arbitration proceedings, and other matters related to activities occurring in the normal course of business as a broker and dealer in securities, as an underwriter of securities, as an investment banker or otherwise. From time to time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigroup and its affiliated entities routinely cooperate with such investigations.
On May 20, 2015, Citigroup announced settlements vvith the U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve their respective investigations into Citigroup's foreign exchange business. Pursuant to the terms ofthe settlement with the DOJ, Citicorp, a subsidiary of Citigroup, pleaded guilty to a violation of the Sherman Act, will pav a Fine of 5925 million and be subject to a three-year probation period, the conditions of which, include the continued implementation, remediation and strengthening of its controls relating to its foreign exchange business. Additional information concerning this action is publicly available in court filings under the docket number 3:15-cr-78 (D. Conn.). Pursuant to the terms ofthe settlement with the FRB, Citigroup paid a civil penalty of $342 million and agreed to further enhance the control framework governing its foreign exchange business
Citigroup is a public company, and as such files periodic and current reports wilh the U.S. Securities and Exchange Commission as required by the Securities Exchange Act of 1934 that include current descriptions of material regulatory proceedings, investigations and litigation.
Copies of Citigroup's periodic reports arc on file with the SEC, which can be located at the SEC's website (w\\ vv.secjiov)
CITIGROUP, fNc
02021-4192
CITY OF CHICAGO
EC ONOMIC DISCLOSURE STATEMENT
N°ne AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
A. Legal name ol'the Disclosing Parly .submitting this .LDS. Include d/b/a/ if applicable: Citigroup, Inc.
Check ONE ol'the following three boxes:
Indicate whether the Disclosing Party submitting this LDS is:
| | the Applicant
OR
t>< | a legal entity currently holding, or anticipated to hold within six months alter Cily action on the contract, transaction or olher undertaking to which this LDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: Citibank, N A
OR "
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section II(B)(1)) State the legal name ofthe entily in which the Disclosing Party holds a right of control:
B. Business address of the Disclosing Party: 388 Greenwich Street, Trading 6th Floor
New York, NY 10013
Telephone: 303-308-7401 ].ax: Email: mark.g.risch@citi com
Name oI" contact person: Mark G R'sch
federal Employer Identification No. (if you have one):
Brief description oflhe Matter to which this EDS pertains. (Include project number and location of property, i f appI icabIe):
Purchaser of Multifamily Housing Revenue Notes (Park Boulevard Phase 3B) Series 2021 for the project at 41 West 36th Street & 42 West 37th Street
Which City agency or department is requesting this EDS? Department of Housing
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification Ver.20 IS-1
_ and Contract fi Page I of 15
SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OFTHE DISCLOSING PARTY
I. Indicate the nature ofthe Disclosing Parly [ ] Person [ Ixl Publicly registered business corporation | | ] Privately held business corporation [
[ | Sole proprietorship [ | General partnership | | Limited partnership
Trust
"I Limited liability company
| Limited liability partnership
| Joint venture
| Not-for-profit corporation
| | Yes f I No
Other (please specify)
For legal entities, the state (or foreign country ) of incorporation or organization, if applicable:
Delaware
3. For legal entities not organized in the State of Illinois: Flas the organization registered to do business in the Slate of Illinois as a foreign entity?
[ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, ii'applicable. of: (i) all executive officers and all directors of Ihc entity; (ii) for not-for-profit corporations, all members, if any: which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint vendues, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-io-dav management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See Attachment A for a List of Citigroup, Inc. Officers and Directors
2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest ol'a member or manager in a
Pa tic 2 of 15
limited liability company, or interest ofa beneficiary ol'a trust, estate or olher similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an 1.1 )S on its own behalf.
Name Business Address Percentage Interest in the Applicant
None
SECTION III - INCOME OR COMPENSAT ION T O, OR OWNERSHIP BY, GU Y ELECTED OFFICIALS
Has the Disclosing Party provided anv income or compensation to any City elected official during the
12-month period preceding the date oflhis LDS? | ] Yes [X | No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this LDS? [ | Yes [x | No
If "yes" to either ofthe above, please identify below the name(s) of such City elected offieial(s) and describe such income or compensation:
Does any City elected official or. to the best ofthe 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 ofthe Municipal Code of Chicago ("MCC")) in Ihe Disclosing Party?
| | Yes [x I No
If "yes." please identify below the name(s) of such Cily elected offieial(s) and/or spouse(s)/domcsl.ic pai'tner(s) a.nd clesciibe the financial inteicst{s).
SECT ION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Parly must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC' Chapter 2-1 56). accountant, consultant and any other person or entity whom the Disclosing Parly has retained or expects lo retain in connection with the Matter, as well as the nature ofthe relationship, and the total amouni ofthe fees paid or estimated to be paid. The Disclosing Parly is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party musl either ask the City whether disclosure is required or make the disclosure.
Page i olT5
Name (indicate whether Business retained or anticipated Address to be retained)
Relationship to Disclosing. Party (s u be o n t ra c to r. attorn cy. lobbyist; etc.)
bees (indicate whether paid or estimated.) NOTE: "hourly rate" or "l.b.d." is
not an acceptable response.
(Add sheets if necessary)
[x | Check here if the Disclosing Party has not retained, nor expects lo retain, any such persons or entities. SECT ION V - CER ITEICATTONS
COURT-ORDERED Cl IILD SUPPORT COMPLIANCE
Under MCC Seciion 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 ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
| J Yes [ J No |xj No person directly or indirectly owns 10% or more ofthe Disclosing Party.
If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ | Yes [ | No
FURTHER CERT IFICATIONS
['Litis paragraph I applies only if the Matter is a contract being bandied by the City's Department of Procurement Services. | In the 5-year period preceding Ihe dale oflhis EDS. neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e an individual or entitv with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are nol delinquent in the payment ofany 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 ofany tax administered by the Illinois Department of Revenue.
Page 4 of 15
3. The Disclosing Parly and. if the Disclosing Parly is a legal entily. all of those persons or entities
identified in Section 11(B)(1) of this EDS:
are nol presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, stale or local unit of government;
have not. during the 5 years before the date oflhis EDS. been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection wilh: 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, stale or local) wilh committing any oflhe offenses sel forth in subparagraph (b) above;
have not, during the 5 years before the date oflhis EDS, had one or more public transactions (federal, stale or local) terminated for cause or default; and
have not, during the 5 years before the date oflhis 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 bv the Citv or bv the federal Government, anv state, or anv other unit of local government.
4. The Disclosing Party understands and shall comply with the applicable requirements of MCC
Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certilications (5), (6) and (7) concern:
o the Disclosing Party;
° any "Conlractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but nol limited lo all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Olher Retained Parlies");
any "Aliiliated Entily" (meaning a person or entity ihai, directly or indirect I v controls the Disclosing Parly, is controlled by ihe Disclosing Pariy, ur is. v.iih the Disclosing Parly, under common control of another person or entily ). Indicia ol control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entily following the ineligibility ofa business entity lo do business with federal or slate or local government, including the Cily, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity lhat directly or indirectly controls the Contractor, is controlled by it, or. with the Contractor, is under common control of another person or entity:
any responsible official ofthe Disclosing Party, any Conlractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Parly, any Conlractor or any Affiliated Entity, acting pursuant to ihe direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").
Page 5 of 15
Neither the Disclosing Party, nor any Contractor, nor any Al iiliated Entity of either the Disclosing .Party or any Contractor, nor any Agents have, during the 5 years before the dale of this EDS. or. with respect to a Contractor, an Aliiliated Entily. or an Affiliated Entity ofa 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 anv state or local government in the United Stales of America, in thai officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a parly lo 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 lo bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above thai is a mailer of record, but have nol been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).
Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting vvith any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 IECS 5/33.E-3; (2) bid-rotating in violation of 720 IECS 5/33E-4; or (3) any similar offense ofany state or oflhe United Slates of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Parly nor any Affiliated Entily is listed on a Sanctions List maintained by the United Stales Deparlmenl of Commerce, State, or Treasury, or any successor federal agency.
X. | FOR. APPI JCANT ONLY] (i) Neither (lie Applicant nor any "controlling person" ]see MCC
pi........... i ->¦? a...:! , i i'",-, i; ,,u; i;,,. ,-i a,-., r,i ta -a ;,-!,-<: ¦,¦,,¦,< iv- ln.-i;ri,-,-i a,-
V ! ! i.l |.' IC I i " i _.' . . V 1 I. : C I C I U.' ! i 1 \> \.) I 1 L d I .M I I t y C\I IL! V. I C I I 1 I I. 1 I \~ I 1 I 1 > j \J I L i IL. /"V [' | 1 I ! V. Cl I ! I I .1 L I I ! I L 1 I I I > 1 I ! W I L. ». I l.J 1
charged wilh. or has admilied gnil! of, or lias ever been convicted of. or placed under supervision lor. any criminal offense involving actual, attempted, or conspiracy to commit briber), thell. Iraud. forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any ''sister agency": and (ii) ihe Applicant understands and acknowledges thai compliance vvith Article I is a continuing requirement for doing business vvith the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, 1 hat Article's permanent compliance timeframe supersedes 5-year compliance timeframes in ibis Section V.
[fOR APPLICANT ONLYJ T he Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not. without the prior written consent oflhe Cily. use any such
Vcr.20T.8-l P?mc 6 of 15
contractor/subcontractor that does not provide such certilications or that the Applicani has reason to believe has not provided or cannot provide truthful certilications.
1 1. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below: See attachment B in support of the above
If the letters "NA." the word "None," or no response appears on the lines above, il will be conclusively presumed that the Disclosing Parly certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following i.s a complete list of all current employees ofthe 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, ofthe City of Chicago (if none, indicate with "N/A" or "none"). None
13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any lime during ihe 12-month period preceding the execution date oflhis FDS, to an employee, or elected or appointed official, oflhe City of Chicago. For purposes oflhis statement, a "gift" does not include: (i) anything made generally available to City employees or to the. general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gilt listed below, please also list the name ofthe City recipient. None
C CEKI ll'TC \ I ION Of M A I CS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
|x | is | ] is nol
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge lhat none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss ofthe privilege of doing business with the City."
Pane 7 of 15
If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as delincd in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-52, explain here (attach additional pages if necessary):
None
If the letters "NA," the word "None," or no response appears on the lines above, il will be conclusively presumed that, the Disclosing Parly certified lo Ihe above statements.
D. Cl-RT1FICATTON REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or lerms defined in MCC Chapter 2-156 have the same meanings if used in this Pari D.
In accordance with MCC Section 2-156-1 10: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest, in his or her own name or in the name ofany other person or entity in the Matter?
| j Yes |x | No
NOTE: If you checked "Yes" to Hem D( 1). proceed to Items I)(2) and D(3). If you checked "No" to Hem D( 1), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase ofany properly that (i) belongs to the Cily, or (ii) i.s sold for taxes or assessments, or (iii) is sold by virtue of legal process at. the suit oflhe City (collectively. "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning oflhis Part D.
Does the Mailer involve a City Properly Sale"
j | Yes ! j No
If you checked "Yes" to Item D(l), provide the names and business addresses ofthe Ciiv officials or employees having such financial inleresl and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Interest
4. The Disclosing Party further certifies lhat no prohibited financial interest in the Matter will be acquired by any Cily official or employee.
I'aye S of 15
E. CERTIFICA TION REGARDING SLAVERY ERA BUSINESS
Please cheek, either (1) or (2) below. If ihe Disclosing Parly checks (2). the Disclosing Parly must disclose below or in an attachment to this EDS all information required by (2). Failure to comply vvith these disclosure requirements may make any contract entered into with the Cily in connection with Ihe Mailer voidable by the City.
* 1. T he Disclosing Party verifies lhat the Disclosing Party has searched any and all records of
the Disclosing Parly 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 oflheir slaves), and the Disclosing Parly has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Parly verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:
SECT TON VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOT E: If the Matter is federally funded, complete this Seciion VI. If the Matter is not federally funded, proceed lo Section VII. For purposes oflhis Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
I. List below ihe names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995. as amended, who have made iobbyihg contacts on behalf oflhe Disclosing Parly with respeci. lo !.he Mailer. (Add sheets i f necessary): None
(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995. as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Parly has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to inlluence or attempt lo influence an oflicer or employee ofany agencv. as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15
of ii member of Congress, in connection wilh the award ofany federally funded conlract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Parly will submit an updated certification al the end of each calendar quarter in which there occurs any event thai materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) il is an organization described in section 501(c)(4) oflhe Internal Revenue Code of 1986 but has nol engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Parly must obtain certifications equal in form and substance to paragraphs A( I) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Parly must maintain all such subcontractors' certifications for the duration ofthe .Matter and must make such certifications promptly available to the Cily upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter i.s federally funded, federal regulations require the Applicant" and all proposed subcontractors to submit the following information with their bids or in writing at ihc outset of negotiations.
Is the Disclosing Party the Applicant?
[ | Yes " |" | No
If "Yes," answer the three, questions below:
Have you developed and do you have on file affirmative action programs pursuant lo applicable federal regulations'? (See 41 CT'R Pari 60-2 )
I J ^1 cs j | :nu
Have you filed with the Joint Reporting Commiiiee. the Director ofthe Office of federal Conlract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| J Yes | | No | | Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes | | No
If you checked "No" to question (1) or (2) above, please provide an explanation:
Ver.20 IS-1
SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Parly understands and agrees that.:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany 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 maierial inducements to the City's execution ofany conlract or taking olher 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 Governmenlai Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City conlracts. work, business, or transactions. The full text of this ordinance and a training program is available on line at w w w. c i ty o fc hie ago. o re/ E l h i c s. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St Suite 500. Chicago. IE 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
IT the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection wilh which il 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 Parly's participation in the Matter and/or declining to allow the Disclosing Parly to participate in other City transactions. Remedies al 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 documenl available lo Ihe public on iis .Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly-available on the Internet, in response io a Freedom of Information Acl 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 Cily in conneciion with the public release of information contained in this EDS and also auihoru'.cs ihe Guy io venfv the accuracy of anv information submiiled in ibis EDS.
The information provided in this FDS musl be kepi currem. In the event of changes, the Disclosing Paily must supplement this LDS up io the time the City lakes action on the Matter. If ihe Malier is a contract, being handled by the Ciiy's Department of Procurement Services, the Disclosing Party musl update this EDS as the contract requires. NOTE: With respeci lo Matters subject to MCC Chapter 1-23, Article .1 (imposing .PERMANENT INELIGIBILITY lor certain specified offenses), the information provided herein regarding eligibility musl be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.
I'.iy.c 1 1 of 15
CERTIFICATION
Under penally of perjury, ihe person signing below: ( 1) warrants that he/she is authorized lo execute this FDS. and all applicable Appendices, on behalf of the Disclosing Parly, and (2 ) warrants thai all certifications and .statements contained in this FDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.
Citigroup, Inc.
(Print or type exact legal name of Disclosing Party)
Hy: ;,;/V'/
'(Sign here)
Ryan Gilliam
(Print or type name of person signing)
Authorized Signatory
(Print or type title of person signing)
Signed and sworn to before me on (dale) 8/1 6/2 1
at County. _ _ (state).
Notary Public
Commission expires: __ __
Page 12 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A
N/A - Indirect Ownership Interest in Applicant
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is (o he completed only hy (a) the Applicant, and (h) any legal entity which has a direct ownership interest in the Applicani exceeding 7.5%. It is not to he 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 Parly or any ''Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected cily official or department head. A "familial relationship" exists if, as of the dale this EDS is signed, the Disclosing Parly 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 oflhe 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 oflhe Disclosing Parly listed in Section Il.B.I.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Parly, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Parly, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party i.s a limited liability company; (2) all principal officers ofthe 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, execuiive director, chief financial officer, treasurer or secretary ofa legal entity or any person exercising similar authority.
Does die Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof ,i-r...,it 1,.- h.m;. m "+oi:.ii ,-,-.ioi;,M-,.~i,;,v- .witi, ,.a..,¦(,,! ih, .^rr;,.;.,i ri-..v-tK.--,,-r.>
Ctll KlLU ) I I Li V L. Ct I til 1 I 1 I I (.1 J 1 L- U.H 1\_M IO t 1 1 j J VvlllJ till V.H ' Ullltliil I'l 1.1 V. pti I I ! i I L. 1 I L I I L t.11.1 :
I" J Yes I j No
If yes. please identify below (1) the name and title of such person, (2) the name ofthe legal entily to which such person is connected; (3) the name and tille of the elected cily official or department head lo whom such person has a familial relationship, and (4) the precise nature of such familial relationship.
Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX li
N/A - Indirect Ownership Interest in Applicant
B UILDIN G CO I) li SCO F FLA VV/P ROB L E M LAN I) LO R D C: E RT IFI OAT I ON
This Appendix is to be completed only by (a) the Applicani and (b) any legal entity which has a direct ownership interest in Ihe Applicant exceeding 7.5% fan "Owner"). It is not lo be completed by any legal entity which has only an indirect ownership interest in the Applicani.
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 Seciion 2-92-416?
| j Yes | | No ,
If the Applicant, is a legal entity publicly traded on any exchange, is any oflicer or director of the Applicani identified as a building code scofllaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes | | No | ] The Applicant is not: publicly traded on any exchange.
IT yes to (1) or (2) above, please identify below the name of each person or legal entily identified as a building code scofllaw or problem landlord and the address of each building or buildings lo which the pertinent code violations apply.
Paiie 14 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this FDS as a "'"contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlcL>.al.com ). generally covers a party to any agreement, pursuant, lo which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or oilier professional services), or (ii) pay the City money for a license, grant or concession allowing them lo conduct a business on Cily premises.
On behalf of an Applicant thai is a contractor pursuant to MCC Section 2-92-385, 1 hereby certify thai 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 thai the Applicani has adopted a policy that includes those prohibitions.
| ] Yes I i No
|X I N/A - I am not an Applicant that is a ''contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)( 1). If you checked "no" to the above, please explain.
Page 15 of 15
ATTACHMENT A: DIRECTORS & PRINCIPAL OFFICERS AS OF JUNE 16, 2021
CITIGROUP, INC.
DIRECTORS
Ellen M. Costello
Grace E. Dailey
Barbara Desoer
John C. Dugan, Chair
Jane IM. Fraser
Duncan P. Hennes
Peter B. Henry
S. Leslie Ireland
Lew W. (Jay) Jacobs, IV
Renee J. James
Gary M. Reiner
Diana L. Taylor
James S. Turley
Deborah C. Wright
Alexander R. Wynaendts
Ernesto Zedillo Ponce de Leon
PRINCIPAL OFFICERS
Jane Fraser Mark Mason Rohan Weerasinghe
Chief Executive Officer
Chief Financial Officer
General Counsel and Corporate Secretary
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
ATTACHMENTS FOR CITICORP
ATTACHMENT B FUR'I'HER CERTIFICATION
In the ordinary course of business, Citigroup Inc. ("Citigroup") and its subsidiaries and affiliates arc defendants or co-defendants in various litigation matters incidental to and typical ol'the broad range of businesses in-winch they are engaged. For example, typical actions ir. broker-dealer subsidiaries are civil suits, arbitration proceedings, and other matters related to activities occurring in the normai course of business as a broker and dealer m securities, as an underwriter of securities, as an investment banker or otherwise From tune to time Citigroup, and certain affiliated entities, are the subjects of inquiries and investigations conducted by federal or state regulatory agencies. Citigroup and its affiliated entities routinely cooperate with such investigations.
Oil May 20. 2015, Ci'igioup announced settlements with the U.S. Department of Justice (DOJ) and the Board of Governors of the Federal Reserve System (FRB) to resolve their respective investigations into Citigroup's foreign exchange business. Pursuant to the lerms oflhe settlement with the DOJ, Citicorp, a subsidiary of Citigroup, pleaded guilty to a violation ofthe Sherman Act, will pay a fine of $925 million and be subject to a three-year probation period, the conditions of which include the continued implementation, remediation and strengthening of iis controls relating to its foreign exchange business. Additional information concerning this action is publicly available in court filings under the docket number 3:15-er-78 (D. Conn.). Pursuant to the terms of the settlement with the FRB, Citigroup paid a civil penalty of $342 million and agreed to further enhance the control framework governing its foreign exchange business.
Citigroup is a public company, and as such files periodic and current reports with the L.S. Securities and Exchange Commission as required by the Securities Exchange Aci of 193 - that include current description* of material regulatory proceedings, investigations and l:ug.:hon. Copies of Ciiigroup's periodic reports are on file with the SEC, which can be located a' the SFC's websiie (:^yw;sec.goy).