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This record contains private information, which has been redacted from public viewing.
Record #: O2021-4193   
Type: Ordinance Status: Passed
Intro date: 9/14/2021 Current Controlling Legislative Body: Committee on Finance
Final action: 11/17/2021
Title: Redevelopment agreement and long term ground lease with CHA by Oakwood Shores 3-1 Owner LLC, Oakwood Shores 3-1 MM LLC to construct affordable housing at 616-630 E Pershing Road with tax increment financing (TIF) assistance
Sponsors: Lightfoot, Lori E.
Topic: AGREEMENTS - Redevelopment
Attachments: 1. O2021-4193.pdf


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

September 14, 2021










TO IT IK HONORABLE, THE CITY COUNCIL OF THE CITY OF CHICAGO


Ladies and Gentlemen:

At the request ofthe Commissioner of Ffousing, I transmit herewith an ordinance authorizing the issuance of $2 million in TIF assistance to Oakwood Shores 3-1 Owner LLC for affordable housing development.

Your favorable consideration of this ordinance will be appreciated.

ORDINANCE

WHEREAS, the City of Chicago (the "City"), a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois, has heretofore found and does hereby find that there exists within the City a serious shortage of decent, safe and sanitary rental housing available to persons of low and moderate income; and

WHEREAS, the City has determined that the continuance of a shortage of affordable rental housing is harmful to the health, prosperity, economic stability and general welfare of the City; and
WHEREAS, pursuant to ordinances adopted on November 6, 2002, and published in the Journal of the Proceedings of the City Council of the City (the "City Council") for such date at pages 95464 to 95582, and under the provisions of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4.1 et seg., as amended (the "Act"), the City Council: (i) approved a redevelopment plan and project (the "Plan") for a portion ofthe City known as the "Madden/Wells Tax Increment Financing Redevelopment Project Area" (the "Area"); (ii) designated the Area as a "redevelopment project area" within the requirements ofthe Act; and (iii) adopted tax increment financing for the Area (the "TIF Ordinance"); and

WHEREAS, Oakwood Shores 3-1 Owner LLC, an Illinois limited liability company ("Oakwood Shores 3-1 Owner"), the managing member of which is Oakwood Shores 3-1 MM LLC, an Illinois limited liability company, plans to lease land owned by the Chicago Housing Authority, an Illinois municipal corporation ("CHA") located at 616-630 East Pershing Road in the City (the "Property"): and
WHEREAS, the City has determined that it is necessary and in the best interest ofthe City to provide certain financing to Oakwood Shores 3-1 Owner to enable them to pay or reimburse a portion of the costs of the new construction of one (1) building on the Property that will consist of approximately thirty (30) residential housing units and up to thirty (30) parking spaces, or a number of parking spaces as otherwise required by the Department of Planning and Development ("DPD"), in a mixed-income, multi-family development where twenty-two (22) units shall be for low- and moderate-income households earning between 30%-60% area median income, and eight (8) housing units shall be market-rate units (the "Project"). In addition to the Project, Oakwood Shores 3-1 Owner will concurrently construct a separate twenty-one (21) unit residential building (the "Additional Building") to be located at 552-564 East 38th Street in the City. The Additional Building will not be located within the Redevelopment Area, and the City will not provide any funds for its construction and development; and

WHEREAS, pursuant to a ground lease for a period not less than 65 years and not more than 99 years between the CHA and TCB Development Services LLC, an Illinois limited liability company (the "Sponsor"), which will be assigned by the Sponsor to Oakwood Shores 3-1 Owner as amended by CHA, Oakwood Shores 3-1 Owner will be the ground leasehold interest holder of certain real property upon which the Project will be erected; and

WHEREAS, the Project is necessary for the redevelopment of the Area; and
WHEREAS, Oakwood Shores 3-1 Owner will be obligated to undertake the Project in accordance with the Plan and the terms and conditions of a proposed redevelopment agreement to be executed by the Developer (as defined below) and the City, with the 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 Ordinance) pursuant to Section 5/11-74.4-8(b) ofthe Act; and
WHEREAS, pursuant to Resolution 21-CDC-24 adopted by the Community Development Commission ofthe City (the "Commission") on June 8, 2021, the Commission has recommended that Oakwood Shores 3-1 Owner and/or its affiliated entities be designated as the developer for the Project and that DPD be authorized to negotiate, execute and deliver on behalf of the City a redevelopment agreement with the Developer; now, therefore,

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

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

SECTION 2. Oakwood Shores 3-1 Owner and Sponsor are hereby collectively designated as the "Developer" for the Project pursuant to Section 5/11-74.4-4 of the Act.

SECTION 3. Section 2-44-080 of the Municipal Code of Chicago shall not apply to the Project or the Property.

SECTION 4. The Commissioner of DPD (the "Commissioner") or a designee of the Commissioner is each hereby authorized, with the approval of the Corporation Counsel, to negotiate, execute and deliver a redevelopment agreement between the Developer and the City substantially in the form attached hereto as Exhibit A and made a part hereof (the "Redevelopment Agreement"), and such other supporting documents as may be necessary or appropriate 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 5. The Mayor, the Chief Financial Officer, the City Clerk, the Commissioner (or his or her designee) and the other officers of the City are authorized to execute and deliver on behalf of the City such other documents, agreements and certificates and to do such other things consistent with the terms of this ordinance as such officers and employees shall deem necessary or appropriate in orderto effectuate the intent and purposes of this ordinance.

SECTION 6. To the extent that any ordinance, resolution, rule, order, or provision ofthe Municipal Code of Chicago, or part thereof, is in conflict with the provisions of this ordinance, the provisions of this ordinance shall control. If any section, paragraph, clause, or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any of the other provisions of this ordinance.

SECTION 7. This ordinance shall be effective as ofthe date of its passage and approval.
EXHIBIT A

FORM OF REDEVELOPMENT AGREEMENT


See attached.
This agreement was prepared by and
after recording return to:
Ranti B. Oseni, Esq.
City of Chicago Department of Law
121 North LaSalle Street, Room 600
Chicago. IE 60602

OAKWOOD SHORES 3-1 OWNER LLC REDEVELOPMENT AGREEMENT

This Oakwood Shores 3-1 Redevelopment Agreement (the "'Agreement") is made as of
this [ | day of [ ], 202[ ]. by and among the City of Chicago, an Illinois
municipal corporation (the "City1'), acting by and through its Department of Planning and Development (''DPD"), Oakwood Shores 3-1 Owner LLC, an Illinois limited liability company ("Oakwood Shores 3-1 Owner"), and TCB Development Services LLC, an Illinois limited liability company ("TCBDS," and together with Oakwood Shores 3-1 Owner, the "Developer Parties").

RECITALS
Constitutional Authority: As a home rule unit of government under Section 6(a), Article VII ofthe 1970 Constitution ofthe 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, 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 fax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq as amended from time to lime (the "Act"), to finance projects that eradicate blighted conditions and conservation area factors through the use of tax increment allocation financing for redevelopment projects.
Citv Council Authority: To induce redevelopment pursuant to the Act, the City Council of the City (the "City Council") adopted the following ordinances on November 6. 2002: (1) "Approval of Tax Increment Financing Redevelopment Plan for Madden/Wells Redevelopment Project Area" (the "Plan Adoption Ordinance"): (2) "Designation of Madden/Wells Redevelopment Project Area as a Redevelopment Project Area As fax Increment Financing District;" and (3) "Adoption of fax Increment Allocation Financing for the
I
Madden/Wells Redevelopment Project Area" (the "TIF Adoption Ordinance") (items( 1 )-(3) collectively referred to herein as the 'TIF Ordinances"). The redevelopment project area referred to above (the "Redevelopment Area'") is legally described in Exhibit A hereto.
The Project: At closing, the TCBDS will acquire and subsequently assign to Oakwood Shores 3-1 Owner a Ground Lease (as hereinafter defined) granted by the Chicago Housing Authority (the "CHA") for certain land located at approximately 616-630 East Pershing Road in the Redevelopment Area and legally described on Exhibit B-l hereto (the "Property"), and within the time frames set forth in Section 3.01 hereof, the Developer Parties shall commence and complete the following activities (the "Project"): construction of one (1) residential building on the Property that will consist of approximately thirty (30) one-, two- and three-bedroom rental units and up to thirty (30) parking spaces, or a number of parking spaces as otherwise required by DPD. in a mixed-income, multi-family development where twenty-two (22) housing units shall be subject to rent-restrictions and rented only by low- and moderate-income households earning between 30%-60% AMI (as defined below), and eight (8) housing units shall be market-rate rental units with no income or rent restrictions. Ofthe above-described thirty (30) units, eleven (11) units shall be reserved and made available as public bousing units. In addition to the Project, the Developer Parties will concurrently construct a separate twenty-one (21) unit residential building (the "Additional Building") to be located at 552-564 East 38th Street, Chicago, Illinois. The Additional Building will not be located within the Redevelopment Area, and the City will not provide any City Funds (as hereinafter defined) for its construction and development. The completion of the Project would not reasonably be anticipated to occur 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 Madden/Wells Redevelopment Project Area Tax Increment Finance Program Redevelopment Plan and Project (the "Redevelopment Plan") included in the Plan Adoption Ordinance and published at pages 95464 to 95582 of the Journal of the Proceedings ofthe City Council.
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 the Developer Parties for the costs of TIF-Funded Improvements (as defined below) 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 faxes (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 ofthe TIF-Funded Improvements not previously paid for from Available Incremental 'faxes, or in order lo 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 Developer 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 ofthe premises and ofthe 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:

SECTION 1. RECITALS, HEADINGS AND EXHIBITS

The foregoing recitals are hereby incorporated into this Agreement by reference. The paragraph and section headings contained in this Agreement, including without limitation those set forth in the following table of contents, are for convenience only and are not intended to limit, vary, define or expand the content thereof. Developer Parties agree to comply with the requirements set forth in the following exhibits which are attached to and made a part of this Agreement. All provisions listed in the Exhibits have the same force and effect as if they had been listed in the body of this Agreement.

Table of Contents List of Exhibits
1. Recitals, Headings and Exhibits 2. Definitions 3. The Project 4. Financing 5. Conditions Precedent 6. Agreements with Contractors 7. Completion of Construction or Rehabilitation 8. Representations, Warranties, and Covenants of Developer Parties 9. Representations, Warranties, and Covenants ofthe City 10. Developer Parties' Employment Obligations 11. Environmental Matters 12.Insurance 13. Indemnification 14. Maintaining Records/Right to Inspect 15. Defaults and Remedies 16. Mortgaging of the Project 17. Notice 18. Miscellaneous A Redevelopment Area A-1 Redevelopment Plan B * Property Legal Description C-1 *Project Budget C-2 * MBE/WBE~Budget D TIF-Funded Improvements E Intentionally Omitted F Approved Prior Expenditures G *Permitted Liens I I Opinion of Developer Parties' Counsel I Intentionally Omitted J Requisition Form (An asterisk (*) indicates which exhibits are to be recorded.)

SECTION 2. DEFINITIONS

For purposes of this Agreement, in addition to the terms defined in the foregoing recitals the following terms shall have the meanings stated below:

"Act" has the meaning defined in the recitals.

"Actual Residents of the Citv" has the meaning defined for such phrase in Section 10.02(c).

"Additional Building" has the meaning defined in the recitals.

"Affiliate" means any individual, corporation, partner, partnership, trust or entity which owns or controls a controlling inleresl. or is owned or controlled by. or is under common ownership or control vvith, in whole or in part, a Developer Party or any successor to a Developer

Party or its respective subsidiary(ies) or parent(s).
"Agreement'' has the meaning defined in the Agreement preamble.
"AIS" shall mean the City's Department of Assets. Information and Services.
"AMI" shall mean Chicago-area median income, adjusted for family (as defined in 24 C.F.R. Part 5.403) size, as determined from lime to time by HUD.

"Annual Compliance Report" shall mean a signed report from the Developer Parties to the City (a) itemizing each ofthe Developer Parties' obligations under this Agreemenl during the preceding calendar year, (b) certifying the Developer 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 Developer Parties are not in default with respect to any provision of the Agreement, the agreements evidencing the Fender 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 lo 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 ofthe Developer Parties and not pledged to the following prior obligations in the Redevelopment Area:

Prior Obligation Amount
Madden Wells - Phase 1A rental Interest Subsidy $653,802
Madden Wells - Phase IB Rental Interest Subsidy $573,513
Madden Wells - 2A Rental Interest Subsidy $1,017,819
Madden Wells - 2C Interest Subsidy/Note 1 $2,195,528
Madden Wells - Phase 2c Taxable Note Payments $629,880
"Available Project Funds" has the meaning defined for such phrase in Section 4.08(u). "Business Pav" means any day other than Saturday, Sunday or a legal holiday in the
State.

"Certificate" means the Certificate of Completion of Construction described in Seciion
7.01.

"Change Order" means any amendment or modification to the Scope Drawings, the Plans and Specifications, or the Project Budget (all as defined below) as described in Section 3.03. Section 3.04. and Section 3.05. respectively.

"CHA" means ihe Chicago Housing Authority, an Illinois municipal corporation.

"Citv" has the meaning defined in the Agreement preamble.
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"Citv Contract" has the meaning defined in Section 8.01(g).
"Citv Council" means the City Council ofthe City of Chicago as delincd 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, which shall be deemed to be the date appearing in the first paragraph of this Agreement.

''Contract" shall have the meaning set forth in Section 10.03 hereof.

' Contractor" shall have the meaning set forth in Section 10.03 hereof.

"Construction Contract" means collectively those certain contracts to be entered into between Developer Parties and the General Contractor (as defined below) providing for construction ofthe Project.
"Construction Program" has the meaning defined in Section 10.03.
"Corporation Counsel" means the City's Office of Corporation Counsel.
"Davis-Bacon Act" shall mean 40 U.S.C. Section 276a et seq.
"Developer Parties" means, collectively, Oakwood Shores 3-1 Owner, and the TCBDS; "Developer Party" means any one of the Developer Parties.

"DPD" has the meaning defined in the Agreement preamble.

"EDS" shall mean the City's Economic Disclosure Statement and Affidavit, on the City's then-current form, whether submitted in paper or via the City's online submission process.

"Emplover(s)" has the meaning defined in Section 10.

"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 sec); (ii) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1802 et seq.): (iv) the Resource Conservation and Recovery Act (42 U.S.C. Seciion 6902 et seci.): (v) the Clean Air Act (42 U.S.C. Section 7401 et seq.): (vi) the Clean Water Act (33 U.S.C. Section 1251 et seep); (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 seq.): (ix) the Illinois Environmental Protection Act (415 ILCS 5/1 et seci.); and (x) the Municipal Code (as defined below).

"Equity" means funds of Developer Parlies (other than funds derived from Lender Financing (as defined below)) irrevocably available for the Project, in the amount set forth in Section 4.01. which amount may be increased pursuant to Section 4.06 (Cost Overruns) or

Section 4.03(b).

"Escrow'' shall mean the construction escrow established pursuant to the Escrow-Agreement.

"Escrow Agreement" means that certain Escrow Agreement establishing a construction escrow, entered into on the dale hereof by the Title Company (or an affiliate of the Title Company), one or more of the Developer Parties, lenders providing Lender Financing, other parties, and/or the City.

"Event of Default" has the meaning defined in Section 15. v

"Existing Materials" shall mean the Flazardous Materials and other environmental conditions described in.any SRP reports existing on the Property prior to or as ofthe Closing Date.

"Extended Use Agreement" means that certain Low-Income Housing Tax Credits
Extended Use Agreement, dated as of , 20 , between Oakwood Shores 3-1 Owner
and the Illinois Housing Development Authority.

"Financial Statements" shall mean complete audited financial statements of each Developer Party 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 Developer Parties under Section 6.01.

"Governmental Charge" has the meaning defined in Section 8.18(a).

"Ground Lease" shall mean a ground lease for the Property for a period not less than 65 years and not more than 99 years between the CHA and TCBDS, as assigned, assumed and amended by and among CHA. Oakwood Shores 3-1 Owner, and TCBDS.

"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 ol) 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 United States Department of Housing and Urban Development.
"Human Rights Ordinance" has the meaning defined in Section 10.01(a).
"IEPA" shall mean the Illinois Environmental Protection Agency.
"In Balance" has the meaning defined in Section 5.16(u).
"Incremental Taxes" means such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Seciion 5/11-74.4-8(b) ofthe Act, are allocated to, and when collected are paid to. the Treasurer oflhe City for deposit by the Treasurer into the TIF Fund established to pay|1010|
Redevelopment Project Costs (as defined below) and obligations incurred in the payment thereof.

"Indemnitee" and "Indemnitees" have the respective meanings defined in Section
13.01.

"Lender Financing" means funds borrowed by Developer Parties from lenders and irrevocably available to pay for costs ofthe Project, in the amount stated in the Project Budget.

"MBE(s)" shall mean a business identified in the Directory of Certified Minority-Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a minority-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.

"MBE/WBE Budget" shall mean the budget attached hereto as Exhibit C-2, as described in Section 10.03.

"MBE/WBE Program" has the meaning defined in Section 10.03.

"Municipal Code" shall mean the Municipal Code ofthe City of Chicago, as amended from time to time.

"NFR Letter" shall mean a comprehensive, residential "no further remediation" letter issued by IEPA pursuant to the Site Remediation Program.

"Non-Governmental Charges" means all non-governmental charges, liens, claims, or encumbrances relating to Developer Parties, the Property or the Project.

"Permitted Liens" means those liens and encumbrances against the buildings in the Project and/or the Project stated in Exhibit G.

"Permitted Mortgage" has the meaning defined in Section 16.01.

"Plans and Specifications" shall mean final construction documents containing a site plan and working drawings and specifications for the Project, as submitted to the City as the basis for obtaining building permits for the Project.
"Prior Expenditure(s)" has the meaning defined in Section 4.05.
"Procurement Program" has the meaning defined in Section 10.03.
"Project" has the meaning defined in the recitals.
"Project Budget" shall mean the budget attached hereto as Exhibit C-1. showing the total cost ofthe Project by line item, furnished by Developer Parties to DPD. in accordance with Section 3.03 hereof.

"Property" has the meaning defined in the recitals.

"RAD Use Agreement" means that certain Rental Assistance Demonstration Else
¦ 7

Agreement, dated as the date hereof for the benefit of and agreed to by the United States Department of Housing and Urban Development, acting by and through the Secretary, between Oakwood Shores 3-1 Owner and the CHA.

"RAP Approval Letter" has the meaning defined in Section 11. "Redevelopment Area" has the meaning defined in the recitals. "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) ofthe Act that are included in the budget stated in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.

"Remediation Documents" shall mean all documents submitted to the IEPA under the Site Remediation Program, as amended or supplemented from time to time, including, without limitation, a Comprehensive Site Investigation Report ("CSIR"), Remedial Objectives Report, and Remedial Action Plan, and Remedial Action Completion Report and any and all related correspondence, data and other information by an environmental engineer based on the results of any previously completed Phase I and Phase II environmental site assessments, as applicable with respect to the Property.

"Remediation Work" means all investigation, sampling, monitoring, testing, removal, response, disposal, storage, remediation, treatment and other activities necessary to obtain a Final NFR Letter for the Property in accordance with the terms and conditions ofthe Remedial Action Plan Approval Letter for the Property issued by the IEPA (as defined above), the Remediation Documents (as defined above), all requirements of the IEPA and all applicable Laws, including, without limitation, all applicable Environmental Laws.

"Requisition Form" shall mean the document, in the form attached hereto as Exhibit .1, to be delivered by Developer Parties to DPD pursuant to Section 4.03 of this Agreement.

"Senior Lender" shall mean BMO Harris Bank N.A., a national banking association.

"Scope Drawings" means preliminary construction documents containing a site plan and preliminary drawings and specifications for the Project.

"SRP" means the State of Illinois Site Remediation Program, as codified at 415 ILCS 5/58, et seq as amended from time to time, for the environmental remediation ofthe Property undertaken by the Developer Parties and overseen by the IEPA, upon completion of which (lo the satisfaction ofthe IEPA) the IEPA shall issue an NFR Letter with respect to the Properly to the Developer Parties.

"State" means the State of Illinois as defined in the recitals.

"Survey" means a plat of survey in the most recently revised form of ALTA/ACSM land title survey ofthe Property, meeting the 2016 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, dated within 75 days prior to the Closing Date, acceptable in form and content to the City and the Title Company, prepared by a surveyor registered in the
S

State of Illinois, certified to the Cily and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property in connection with the construction of the Project and related improvements as required by the City or lender(s) providing Lender Financing).

"Term of the Agreement" means the period of time commencing on the Closing Date and ending December 31, 2026, such date being the date on which the Redevelopment Area is no longer in effect.
"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.
"TIP" Fund" shall mean the special tax allocation fund created by the City pursuant to the TIF Adoption Ordinance in connection with the Area into which the Incremental faxes will be deposited.

"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, as needed, subject to the terms of this Agreement, and (iv) are stated in Exhibit D.

"Title Company" means T itle Services Midwest LLC.

"Title Policy" means a leasehold title insurance policy in the most recently revised ALTA or equivalent form, showing Oakwood Shores 3-1 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)" shall mean a business identified in the Directory of Certified Women Business Enterprises published by the City's Department of Procurement Services, or otherwise certified by the City's Department of Procurement Services as a women-owned business enterprise, related to the Procurement Program or the Construction Program, as applicable.

SECTION 3. THE PROJECT
The Project. Developer Parlies shall, pursuant to the Plans and Specifications and subject to the provisions of Section 18.17 hereof: no later than six (6) months after the Closing Date, and (ii) complete redevelopment construction no later than twenty-four (24) months ofthe commencement of construction.
Scope Drawings and Plans and Specifications. Developer Parties have delivered the Scope Drawings and Plans and Specifications to DPD and DPD has approved them. After such initial approval, subsequent proposed changes to the Scope Drawings or Plans and Specifications within the scope of Section 3.04 will be submitted to DPD as a Change Order under Section 3.04. The Scope Drawings and Plans and Specifications will at all times conform to the Redevelopment Plan as in effect on the date of this Agreement, and all applicable Federal, State and local laws, ordinances and regulations. Developer Parties will submit all necessary documents to the City's Department of Buildings, Department of Transportation, and to 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 Developer Parties have furnished to DPD, and DPD has approved, a Project Budget which is Exhibit C-1, showing total costs for the Project in an amount not less than $12,874,182. The Developer Parties hereby certify to the City that together with the City Funds (a) it has Tender 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. Developer Parties will promptly deliver to DPD certified copies of any Change Orders with respect to the Project Budget for approval as provided in Section 3.04.
Change Orders. Except as provided below in this Section 3.04. all Change Orders (and documentation substantiating the need and identifying the source of funding therefor) relating to material changes to the Project must be submitted by Developer Parties to DPD concurrently with the progress reports described in Section 3.07; provided, however, that any Change Orders relating to any of the following must be submitted by Developer Parties to DPD for DPD's prior written approval: (i) a reduction or increase by more than five percent (5%) in the square footage of the Project; (ii) a change in the use of the Property, Project or improvements lo a use other than as described in Recital D lo this Agreement; (iii) an increase or reduction in the Project budget by more than 10%; (iv) a delay in the Project completion date of more than 90 days; or (v) Change Orders resulting in an aggregate increase to the Project Budget often percent (10%) or more. Developer Parties shall not authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to the receipt by Developer Parties of DPD's written approval (to the extent said City prior approval is required pursuant to the terms of this Agreement). The Construction Contract, and each contract between the General Contractor and any subcontractor, shall contain a provision lo 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 Developer Parties. Notwithstanding anything to the contrary in this Section 3.04. Change Orders other than those sel forth above do not require DPD's prior written approval as set forth in this Section 3.04. but DPD shall be notified in writing of all such Change Orders within 10 business days after the execution of such Change Order and Developer Parties, in connection vvith such notice, shall identify to DPD the source of funding therefor.
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DPD Approval. Any approval granted by DPD under this Agreement of the Seope Drawings. Plans and Specifications and the Change Orders is for the purposes of this Agreement only, and any such approval does not affect or constitute any approval required by any other City department or under any City ordinance, code, regulation, or any other governmental approval, nor does any such approval by DPD under this Agreement constitute approval ofthe utility, quality, structural soundness, safety, habitability, or investment quality of the Project.
Other Approvals. Any DPD approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of, Developer Parties' obligations to comply with the provisions of Section 5.03 (Other Governmental Approvals) hereof. Developer Parties shall not commence construction of the Project until Developer Parties have obtained all necessary permits and approvals (including but not limited to DPD's approval ofthe 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. After the Closing Date, the Developer Parties shall provide DPD with written quarterly construction progress reports detailing the status of the Project, including a revised completion date, if necessary (with any delay in completion date being considered a Change Order, requiring DPD's written approval under Section 3.04). Developer must also deliver to the City written progress reports by draw, but not less than quarterly, detailing compliance with the requirements of Section 8.08 (Prevailing Wage), Section 10.02 (City Resident Construction Worker Employment Requirement) and Section 10.03 (Developer Parties' MBE/WBE Commitment). If the reports reflect a shortfall in compliance with the requirements of Sections 8.08. 10.02 and 10.03, then there must also be included a written plan from Developer Parties acceptable to DPD to address and cure such shortfall. At Project completion. Developer Parties 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. The independent agent or architect (other than Developer Parties" architect) selected by the lender providing Lender Financing will also act as the inspecting agent or architect for DPD for the Project, and any fees and expenses connected with its work or incurred by such independent agent or architect must be promptly paid by Developer. The inspecting agent or architect will perform periodic inspections with respect to the Project, providing written certifications with respect thereto to DPD. prior to requests for disbursements for costs related to the Project.
Barricades. Developer Parties have installed (or shall install) a construction barricade ofa type and appearance satisfactory to the City and which barricade was constructed in compliance with all applicable Federal, State or City laws, ordinances, rules 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. Developer Parties will erect in a conspicuous location on the Property during the Project a sign of commercially reasonable size and style, indicating that financing has been provided by the City. The City reserves the right to include the name, photograph, artistic rendering ofthe Project and any other pertinent, non-confidential information regarding Developer Parties and the Project in the City's promotional literature and
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communications.
Utility Connections. Developer Parties may connect all on-site water, sanitary, storm and sewer lines constructed as a part ofthe Project to City utility lines existing on or near the perimeter oflhe Property, provided Developer Parties first comply with all City requirements governing such connections, including the payment of customary fees and costs related thereto.
Permit Fees. In connection with the Project, Developer Parties are obligated to pay only those building, permit, engineering, tap on, and inspection fees that are assessed on a uniform basis throughout the City and are of general applicability to other property within the City.


SECTION 4. FINANCING
Total Project Cost and Sources of Funds. The cost of the Project is estimated to be $12,874,182 to be applied in the manner stated in the Project Budget and funded from the sources identified in Exhibit C-1.
Developer Parties' Funds. Equity and/or Lender Financing shall be used to pay all Project costs, including but not limited to Redevelopment Project costs and costs of TIF-Funded Improvements.
Citv Funds.

Uses of City Funds. City Funds may only be used to pay directly or reimburse the Developer Parties for costs of TIF-Funded Improvements that constitute Redevelopment Project Costs. Exhibit D 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) and 4.05(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. City Funds shall not be paid to Developer Parties hereunder priorto the issuance ofa Requisition Form pursuant to Section 4.03(c).
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 up to $2,000,000 of City funds (the "City Funds") from Available Incremental Taxes to pay for or reimburse the Developer Parties for the costs of the TTF-Funded Improvements; provided, however, that the total amount of City Funds expended for TIF-Funded Improvements shall be an amount not to exceed Two Million Dollars ($2,000,000); and provided further, that the $2,000,000 to be derived from Available Incremental Taxes, 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 and the City has been reimbursed from Available Incremental Taxes for the amount previously disbursed by the City for TIF-Funded Improvements.

The Developer Parties acknowledge and agree that the City's obligation to pay for TIF-Funded Improvements up lo a maximum of $2,000,000 is contingent upon the fulfillment ofthe conditions set forth above. In the event that such conditions are not fulfilled, the amount of

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Equity to be contributed by the Developer Parties pursuant to Section 4.01 hereof shall increase proportionately.

(c) Disbursement of Citv Funds. Subject to the terms and conditions of this Agreement, including but nol limited to this Section 4.03. Section 4.04. Section 4.08 and Section 5 hereof, the City shall disburse the City Funds in three (3) payments as follows:
The first installment of City Funds in the amount of $650,000 shall be paid upon the completion of 33% ofthe construction ofthe Project based upon the amount of actual Project costs incurred in relation to the Project Budget as certified to the City in a Requisition Form with required supporting documentation:
The second installment of City Funds in the amount of $650,000 shall be paid upon the completion of 66% of the construction of the Project based upon the amount of actual Project costs incurred in relation to the Project Budget as certified to the City in a Requisition Form with supporting documentation with required supporting documentation;
The third installment of City Funds in ihe amount of $700,000 shall be paid upon the completion of 100% ofthe construction ofthe Project based upon the amount of actual Project costs incurred in relation to the Project Budget as certified to the City in a Requisition Form with required supporting documentation and upon issuance ofthe Certificate.

Construction Escrow; Requisition Form. The City and the Developer Parties hereby agree to enter into the Escrow Agreement. All disbursements of Project funds shall be made through the funding of draw requests with respect thereto, or as otherwise set forth pursuant to the Escrow Agreement and this Agreement. The City must receive copies of any draw requests and related documents submitted to the Title Company for disbursements under the Escrow Agreement. The Developer shall submit a Requisition Form to DPD prior lo each disbursement of City Funds per Section 4.03 above and DPD shall respond to Developer's Requisition Form within forty-five (45) days. Requisition for reimbursement of TIF-Funded Improvements shall be made not more than one time per month (or as otherwise permitted by DPD). DPD shall approve disbursements of the City Funds from the Escrow. If required, the Developer shall meet with DPD upon request to discuss the Requisition Forms previously delivered. In case of any conflict between the terms of this Agreement and the Escrow Agreement, the terms of this Agreement shall control.
Treatment of Prior Expenditures and Subsequent Disbursements.

(a) Prior Expenditures. Only those expenditures made by Developer 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, will be considered previously contributed Equity or Lender Financing, if any, hereunder (the "Prior Expenditure(s)"). DPD has the right, in its sole discretion, to disallow any such expenditure (not listed on Exhibit F) as a Prior Expenditure as oflhe date hereof. Exhibit F states the prior expenditures approved by DPD as Prior Expenditures. Prior Expenditures made for items other than TIF-Funded Improvements shall not be reimbursed to Developer Parties by the City with City Funds, but shall reduce the amount of Equity and/or Fender Financing, if any. required to be contributed by Developer Parties under Section 4.01.

(b) Allocation Among Line Items. Disbursements for expenditures related to TIF-Funded

Improvements may be allocated to and charged against the appropriate line only, vvith 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 $25,000 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 under Section 4.03, Developer Parties will be solely responsible for such excess costs, and will hold the City harmless from any and all costs and expenses of completing the TIF-Funded Improvements in excess of City Funds and from any and all costs and expenses of completing the Project in excess ofthe Project Budget.
Preconditions of Disbursement. Prior to each disbursement of Cily Funds hereunder, one or more of the Developer 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 Developer 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 ofthe date of such request for disbursement, that:

the total amount ofthe disbursement request represents the actual amount payable to (or paid to) the General Contractor and/or subcontractors who have performed work on the Project, and/or their payees;
all amounts shown as previous payments on the current disbursement request have been paid to the parties entitled to such payment;
the Developer Parties have approved all work and materials for the current disbursement request, and such work and materials conform to the Plans and Specifications;
the representations and warranties contained in this Agreement are true and correct and the Developer Parties are in compliance with all covenants contained herein;
the Developer Parties have received no notice and have no knowledge ofany liens or claim of lien cither filed or threatened against the Property except for the Permitted Liens;

(t) no Event of Delault 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

(g) the Project is In Balance. The Project shall be deemed to be in balance (Tn Balance"') only if the total ofthe available Project funds equals or exceeds the aggregate ofthe 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 Developer Parties pursuant to this Agreement. The Developer Parties hereby agree that, if the Project is not In Balance, the Developer Parties 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 of the City Funds shall be made.

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The City shall have the right, in its discretion, to require the Developer Parties to submit further documentation as the City may require in order to verily 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 Developer Parties. In addition, the Developer Parties shall have satisfied all other preconditions of disbursement of City funds for each disbursement, including but nol limited to requirements set forth in the Bond Ordinance, if any, TIF Bond Ordinance, if any, the Bonds, if any, the TIF Bonds, if any, the TIF Ordinances, this Agreement and/or the Escrow Agreement.
Conditional Grant. The City Funds being provided hereunder are being granted on a conditional basis, subject to the Developer Parties' compliance with the provisions of this Agreement. The City Funds are subject to being reimbursed upon the Developer Parties" noncompliance with the provisions of this Agreement as provided in Sections 7.03 and 15.02 hereof.
Sale or Transfer of the Property or Project by Developer Parties.

Prior to the Date of Issuance ofthe Certificate. Subject to Sections 4.05(a) and 16.01 below, Developer Parties must obtain the prior approval of the City for any sale or transfer to an entity that is not a Developer Party of any part ofthe Property or the Project prior to the issuance ofthe Certificate. Such approval by the City will be subject to the reasonable discretion requirement stated in Section 18.19.
Sales of Assets or Equity. For purposes of this Section 4.09, the phrase: "sale or transfer ofany part ofthe Property or Project" includes any sales or transfers which arc a part of the sale or transfer of all or substantially all ofthe Developer's assets or equity. The foregoing restrictions of this Section 4.09 do not apply to: (i) transfers of the Ground Lease; (ii) any dedications or easements required by the subdivision or applicable law; and (iii) transfers or pledges made to secure Lender Financing.

SECTION 5. CONDITIONS PRECEDENT

The following conditions precedent to closing must be complied with to the City's satisfaction within the lime periods set forth below or, if no time period is specified, prior to the Closing Date:
Project Budget. Developer Parties will have submitted to DPD. and DPD has approved, a Project Budget in accordance with the provisions of Section 3.03.
Scope Drawings and Plans and Specifications. Developer Parties will have submitted to DPD. and DPD will have approved, the Scope Drawings and Plans and Specifications as provided in Section 3.02.
Other Governmental Approvals. Developer Parties will have secured or applied for all other necessary approvals and permits required by any Federal, State, or local statute, ordinance, rule or regulation to begin or continue construction of the Project, and will submit evidence thereof lo DPD.

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5.04 Financing.
Developer Parties will have furnished evidence acceptable to the City that Developer Parties have Equity and Lender Financing, if any. at least in the amounts stated in Section 4.01 and Exhibit C-1. which are sufficient to complete the Project and satisfy their obligations under this Agreement. If a portion of such financing consists of Lender Financing. Developer Parties will have furnished evidence as ofthe Closing Date that the proceeds thereof are available to be drawn upon by Developer Parties as needed and are sufficient (along with the Equity and other financing sources, if any, stated in Section 4.01 and Exhibit C-1) to complete the Project.
Prior to the Closing Date, Developer Parties will deliver to DPD a copy of the Escrow Agreement. The Escrow Agreement must provide that DPD will receive copies of all construction draw request materials submitted by Developer Parties after the date of this Agreement.
Any financing liens against the Property and Project in existence at the Closing Date will be subordinated to certain encumbrances ofthe City stated in Section 7.02(b) of this Agreement under a subordination agreement, in a form acceptable to the City, executed on or prior to the Closing Date, which is to be recorded, at the expense of Developer, in the Office of the Recorder of Deeds of Cook County.
The City agrees that the Developer Parties may collaterally assign their respective interests in this Agreement to any of their collective or respective lenders if any such lenders require such collateral assignment.

5.05 Acquisition and Title. On the Closing Date, Developer Parties will furnish the City with a copy ofthe Title Policy for the Property, showing Oakwood Shores 3-1 Owner as the named insured. The Title Policy will be dated as ofthe Closing Date and will contain only those title exceptions listed, as Permitted Liens on Exhibit G and will evidence the recording of this Agreement under the provisions of Section 8.17. The Title Policy will also contain the following endorsements as required by Corporation Counsel: an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (i.e., Zoning 3.1 plans and specifications) with parking, contiguity, location, access, and survey. The Developer Parties have provided to DPD on or prior to the Closing Date certified copies of all easements and encumbrances of record vvith respect to the Property not addressed, to DPD's satisfaction, by the Title Policy and any endorsements thereto.

5.06 Evidence of Clear Title. Not less than 5 Business Days prior to the Closing Date, Developer Parties, at their own expense, will have provided the City with current searches under the names of each ofthe entities comprising Developer Parties showing no liens against Developer Parties, the Property or any fixtures now or hereafter affixed thereto, except for the Permitted Liens:
Secretary of State (IE) Secretary of State (IE) Cook County Clerk Cook County Clerk Cook County Clerk Cook Countv Clerk
UCC search Federal tax lien search UCC search Fixtures search Federal tax lien search State lax lien search
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Cook County Clerk
U.S. District Court (N.D. IL)
Clerk of Circuit Court. Cook County
Memoranda of judgments search Pending suits and judgments Pending suits and judgments
Surveys. Developer Parties will have furnished the City with 3 copies of the
Survey.
Insurance. Developer Parties, at their own expense, will have insured the Property and the Project as required under Section 12. Prior to the Closing Date, certificates required under Section 12 evidencing the required coverages will have been delivered to DPD.
Opinions of Developer Parties' Counsel. On the Closing Date, Developer Parties will furnish the City with an opinion of counsel, substantially in the form of Exhibit 11, with such changes as may be required by or acceptable to Corporation Counsel. If any Developer Party has engaged special counsel in connection with the Project, and such special counsel is unwilling or unable to give some ofthe opinions stated in Exhibit IT, such opinions shall be obtained by such Developer Party from its general corporate counsel.
Evidence of Prior Expenditures. Developer Parties will have provided evidence satisfactory to DPD ofthe Prior Expenditures as provided in Section 4.05.
Financial Statements. The Developer Parties shall provide Financial Statements to DPD for their most recent fiscal year, and the most recent available audited or unaudited interim financial statements.
Additional Documentation. Developer Parties will 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, and copies of any ground leases or operating leases and other tenant leases executed by either Developer Party for leaseholds in the Project, if any.
Environmental. The Developer Parties have provided the City with a Phase I Environmental Site Assessment ("Phase I ESAV) compliant with ASTM E-1527-13 for the Property prior to and conducted, or updated, within 180 days prior to the conveyance ofthe Property. The Developer Parties have provided a letter from the environmental engineer(s) who completed such audil(s), authorizing the City to rely on such audits. T he Phase I ESA for the Property identified Recognized Environmental Conditions ("RECs"). A previously conducted Comprehensive Site Investigation Report ("CSIR") identified contamination above residential remediation objectives as determined by T itle 35, Part 742of the Illinois Administrative Code. T he Developer Parties have enrolled the Property (or any portion thereof) in the lEPA's SRP. The Developer Parties shall perform an additional CSIR, or other site investigations, per IEPA direction to ascertain the presence ofany environmental impacts that may be associated with the RECs. The Developer Parties shall provide the City with a final comprehensive residential NFR Letter with respect to the Property, signed by the IEPA upon issuance thereof. If the Developer Parties are unable to obtain a final comprehensive NFR Letter with respect to the Property prior to closing, the Developer Parties shall provide lo the City Remediation Documents and/or evidence of AIS or IEIVVs approval ofthe plans detailed in the Remediation Documents prior to closing.

5.14 Entitv Documents; Economic Disclosure Statement. Each Developer Party
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shall provide a copy of its articles or certificate of incorporation or organization containing the original certification ofthe Secretary of State of its state of incorporation; certificates of good standing from the Secretary of State of its state of incorporation or organization and all olher states in which it is qualified to do business; a secretary's certificate in such form and substance as the Corporation Counsel may require; bylaws or operating agreement; and such other organizational documentation as the City has requested.

Each of Developer Parties has provided to the City an EDS, dated as ofthe Closing Date, which is incorporated by reference, and Developer Parties further will provide any other affidavits or certifications as may be required by federal, state or local law in the award of public contracts, all of which affidavits or certifications are incorporated by reference. Notwithstanding acceptance by the City ofthe EDS, failure ofthe EDS to include all information required under the Municipal Code renders this Agreement voidable at the option ofthe City. Developer Parties and any other parties required by this Section 5.14 to complete an EDS must promptly update their EDS(s) on file with the City whenever any information or response provided in the FDS(s) is no longer complete and accurate, including changes in ownership and changes in disclosures and information pertaining to ineligibility to do,business with the City under Chapter 1-23 ofthe Municipal Code, as such is required under Sec. 2-154-020, and failure to promptly provide the updated EDS(s) to the City will constitute an event of default under this Agreement.

5.15 Litigation. Developer Parties will provide to Corporation Counsel and DPD a description of all pending or threatened litigation or administrative proceedings involving Developer Parties or any Affiliate of Developer 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 Requirement for General Contractor and Subcontractors.

(a) Prior to entering into an agreement with any contractor for construction of the Project, the Developer Parties shall solicit bids from one or more qualified contractors eligible to do business with the City and shall submit all bids received to DPD for its inspection and written approval. For the TIF-Funded Improvements, the Developer Parties shall select the conlractor submitting the lowest responsible bid who can complete the Project in a timely manner. If the Developer Parties selects any contractor submitting other than the lowest responsible bid for the TIF-Funded Improvements, the difference between the lowest responsible bid and the bid selected may not be paid out of City Funds. T he Developer Parties shall submit copies of the Construction Contract to DPD in accordance with Section 6.02 below. Photocopies of all subcontracts entered or to be entered into in connection with the Project shall be provided to DPD within five (5) Business Days ofthe execution thereof. The Developer must ensure that the General Contractor will not (and must cause the General Contractor to ensure that the subcontractors will not) begin work on the Project (or any phase thereol") until the applicable Plans and Specifications for that phase have been approved by the City and all requisite permits have been obtained.






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Construction Contract. Prior lo ihc execution thereof. Developer Parties must deliver to DPD a copy of the proposed Construction Contract with the General Contractor selected to work on the Project in accordance with Section 6.01 above, for DPD's prior written approval. Following execution of such contract by Developer Parties, the General Contractor and any other parties thereto, Developer Parties must deliver to DPD and Corporation Counsel a certified copy of such contract together with any modifications, amendments or supplements thereto.
Performance and Payment Bonds. Prior to commencement of construction of any work in the public way, Developer Parties will require that the General Contractor and any applicable subcontractor(s) be bonded (as to such work in the public way) for their respective payment and performance by sureties having an AA rating or better. The City will be named as obligee or co-obligee on such bond.
Employment Opportunitv. Developer Parties will contractually obligate and cause the General Contractor to agree and contractually obligate each subcontractor to agree to the provisions of Section 10; provided, however, that the contracting, hiring and testing requirements associated with the MBE/WBE and the City resident obligations in Section 10 shall be applied on an aggregate basis and the failure of the General Contractor to require each subcontractor to satisfy or the failure ofany one subcontractor to satisfy, such obligation shall not result in a default or a termination of this Agreement or require payment ofthe City resident hiring shortfall amounts so long as such Section 10 obligations are satisfied on an aggregate basis.
Multi-Project Labor Agreement. The Developer Parties shall cause the General Contractor to comply with that certain Settlement Agreement dated November 3, 2011, by and among the City, Chicago Regional Council of Carpenters, the Metropolitan Pier and Exposition Authority, the Public Building Commission of the City of Chicago, and the State of Illinois, because the Project budget is in excess of $25,000,000, and, therefore, is subject to the provisions of that certain City of Chicago Multi-Project Labor Agreement (the "MPLA"') dated February 9, 2011, by and among the City and the labor organizations comprising the Chicago & Cook County Building & Construction Trades Council. The Developer Parties shall cause the General Contractor to comply with the MPLA to the fullest extent legally permissible without violating other requirements applicable to the construction of the Project, including, without limitation, the requirements of the MBE/WBE Program, the City resident employment provisions, Flousing Act Section 3, the Davis-Bacon Act, the Contract Work Hours and Safety Standards Act and the Labor Standards Deposit Agreement. At the direction of DPD. affidavits and other supporting documentation shall be required of the Developer Parties, the General Contractor and the subcontractors to verify or clarify compliance with the MPLA.
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 Construction Worker Employment Requirement), Section 10.03 (MBE/WBE 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 live (5) business days ofthe execution thereof.


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SEC HON 7. COMPLETION OF CONSTRUCTION
Certificate of Completion of Construction. Upon ihe Developer Parties'written request following the completion ofthe construction ofthe Project in accordance with the terms of this Agreement, including compliance with Section 11 (Environmental), DPD shall issue to the Developer Parties a Certificate, in recordable form certifying that the Developer Parties have fulfilled their obligation to complete the Project in accordance with the terms ol this Agreement. In accordance with Section 1 1. the Developer Parties acknowledge and agree that the City will not permit occupancy and will nol issue a Certificate until the IEPA has issued, the Developer Parties have recorded with the Cook County Clerk, and AIS has approved, a final comprehensive residential NFR Letter for the Property.

DPD shall respond to the Developer Parties' written request for a Certificate within forty-live (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 Developer Parties in order to obtain the Certificate. Developer may resubmit a written request for a Certificate upon completion of such measures, and the City will respond in the same way as the procedure for the initial request. Such process may repeat until the City issues a Certificate. Each Developer Party acknowledges and understands that the City will not issue a Certificate until the City's Monitoring and Compliance unit has determined in writing that the Developer Parties are in complete compliance with all requirements in this Agreement.
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 Developer Parties' obligation to complete such activities have been satisfied. After the issuance of the 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 ofthe Agreement as to the parties described in the following paragraph, and the issuance ofthe Certificate must not be construed as a waiver by the City ofany of its rights and remedies under such executory terms.
Those covenants specifically described at Section 8.02 (Covenant to Redevelop). Section 8.06 (Employment Opportunity), Section 8.18 (Real Estate Provisions), and Section 8.19 (Affordability Requirements) as covenants that run with the leasehold estate 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. The other executory terms of this Agreemenl that remain after the issuance ofthe Certificate will be binding only upon each Developer Party or a permitted assignee of such Developer Party who, as provided in Section 18.14 (Assignment) of this Agreement, has contracted to take an assignment of such Developer Parly's rights under this Agreement and assume such Developer Party's liabilities hereunder.
Failure to Complete. If Developer Parties fail to timely complete the Project in compliance with the terms oflhis Agreement, then the City will have, but will not be limited to. any ofthe following rights and remedies, subject in each case to Section 15 hereof:

(a) the right to terminate this Agreement and cease all disbursement of City Funds
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not yet disbursed under this Agreement;

(b) the right (but not the obligation) to complete those TIF-Funded Improvements that are public improvements and to pay for the costs of such TIF-Funded Improvements (including interest costs) out of City Funds or other City monies. If the aggregate cost of completing the TIF-Funded Improvements exceeds the amount of City Funds available under Section 4.01, Developer Parties will 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

(e) the right to seek reimbursement of the City Funds from the Developer Parties, provided that the City is entitled to rely on an opinion of counsel that such reimbursement will not jeopardize the tax-exempt status, if any, ofany TIF Bonds.

7.04 Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DPD will provide Developer Parties, at their written request, with a written notice in recordable form stating that the Term ofthe Agreement has expired.

SECTION 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF
DEVELOPER PARTIES.

8.01 General. The Developer Parties represent, warrant and covenant, as ofthe date of this Agreement and as ofthe date of each disbursement of City Funds hereunder, that:
each ofthe Developer Parties 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;
the Developer Parties have the right, power and authority to enter into, execute, deliver and perform this Agreement;
(c ) the execution, delivery and performance by the Developer Parties of this Agreement has been duly authorized by all necessary corporate 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 the any one ofthe Developer Parties is now a party or by which any one ofthe Developer Parties is now or may become bound;
Oakwood Shore 3-1 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 Developer is contesting in good faith pursuant to Section 8.18 hereof);
the Developer Parties arc now and for the Term ofthe 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 olher administrative agency pending, threatened or affecting the Developer Parties which would impair their ability to perform under this Agreement;

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the Developer Parties have and shall maintain all government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessary tor Oakwood Shores 3-1 Owner to conduct their business and to construct, complete and operate the Project;
the Developer 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 ofthe Developer Parties is a party or by which any one ofthe Developer 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 Developer Parties, and there has been no material adverse change
in the assets, liabilities, results of operations or financial condition ofany one ofthe Developer
Parties since the date of such Developer Parties most recent Financial Statements;
(j) prior to the issuance ofa Certificate, the Developer Parties shall not do any ofthe 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 ofthe 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 or in accordance with Section 4.09; (3) enter into any transaction outside the ordinary course of the Developer Parties' business; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations ofany other person or entity (except as required in connection with Lender Financing for the Project); or (5) enter into any transaction that would cause a material and detrimental change to the Developer Parties' financial condition;
(k) the Developer has not incurred, and. prior to the issuance ofa Certificate, shall not. without the prior written consent ofthe Commissioner of DPD. allow the existence ofany liens against the Property (or improvements thereon) other than the Permitted Liens: or incur any indebtedness, secured or to be secured by the Properly (or improvements thereon) or any fixtures now or hereafter attached thereto, except Lender Financing disclosed in the Project Budget; and

(1) Developer 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 ofthe Developer Parties in violation of Chapter 2-156-120 ofthe Municipal Code ofthe City; and

(m) none ofthe Developer Parties nor any Affiliate ofthe Developer 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 share ownership, a trust, a contract or otherwise.
Covenant to Redevelop. Upon DPD's approval of the Scope Drawings and Plans and Specifications as provided in Section 3.02, and DPD's approval of the Project Budget as provided in Section 3.03, and Developer's receipt of all required building permits and governmental approvals, Developer Parties will redevelop the Property in compliance vvith this Agreement, the TIF Ordinances, the Scope Drawings, the Plans and Specifications, the Project Budget and all amendments thereto, and all Federal, State and local laws, ordinances, rules, regulations, executive orders and codes applicable to the Project and/or Developer.

The covenants set forth in this Section 8.02 will run with the leasehold estate and will be binding upon any transferee ofthe Property, or a portion thereof, unless terminated in whole or in part by the City, acting through DPD. pursuant to a written instrument executed pursuant to Section 7.02 and recorded against the Property, or any portion thereof.
Redevelopment Plan. Developer Parties represent that the Project is and will be in compliance with all applicable terms of the Redevelopment Plan, as in effect on the date of this Agreement.
Use of Citv Funds. Cily Funds disbursed to Developer Parties will be used by Developer Parties solely to pay for or reimburse Developer Parties for their payment for the TIF-Funded Improvements as provided in this Agreement. If the City pays any ofthe City Funds to TCBDS. it shall be required to loan or contribute the City Funds to Oakwood Shores 3-1 Owner.
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to reimburse the Oakwood Shores 3-1 Owner for the costs of TIF-Funded Improvements or directly pay for the costs ofthe TTF-Funded Improvements.
Other Bonds. At the request of the City, Developer Parties will agree to any reasonable amendments to this Agreement that are necessary or desirable in order for the City to issue (in its sole and absolute discretion) TIF Bonds or other bonds ("Bonds") in connection with the Project or the Redevelopment Area, the proceeds of which are to be used to reimburse the City for expenditures made in connection with the TTF-Funded Improvements; provided. however, that any such amendments will not have a material adverse effect on Developer 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. Developer Parties will cooperate and provide reasonable assistance in connection vvith the marketing of any such Bonds, including but nol limited to providing written descriptions of the Project, making representations, providing information regarding its financial condition, and assisting the City in its preparation of an offering statement with respect thereto.
Employment Opportunitv; Progress Reports.

Developer Parties covenant and agree to abide by, and contractually obligate and use reasonable efforts to cause the General Contractor and, as applicable, to cause the General Contractor to contractually obligate each subcontractor to abide by the terms set forth in Section 8.08 and Section 10.
Developer Parties will deliver to the City written progress reports by draw, when the Project is 25%, 50%, 70% and 100% completed (based on the amount of expenditures incurred in relation to the Project Budget), detailing compliance with the requirements of Sections 8.08, 10.02 and 10.03 of this Agreement. If any such reports indicate a shortfall in compliance, Developer Parties will also deliver a plan to DPD which will outline, to DPD's satisfaction, the manner in which Developer Parties will correct any shortfall.
Employment Profile. The Developer 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. The Developer Parties covenant and agree to pay, and to contractually obligate and cause the General Contractor to pay and to contractually cause each subcontractor to pay, the prevailing wage rate as ascertained by the federal government pursuant to the Davis-Bacon Act. to all their respective employees working on constructing the Project or otherwise completing the TIF-Funded Improvements. All such contracts will list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If federal prevailing wage rates are revised, the revised rates will apply to all such conlracts. Upon the City's request, Developer Parties will provide the City with copies of all such contracts entered into by any Developer Party or the General Contractor to evidence compliance with this Seciion 8.08.
Arms-Length Transactions. Unless DPD has given its prior written consent with respect thereto, no Affiliate ofa Developer Parly may receive any portion of City Funds, directly or indirectly, in payment for work done, services provided or materials supplied in connection with any TTF-Funded Improvement. Developer Parties will provide information with
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respect lo any entity to receive City Funds directly or indirectly (whether through payment to an Affiliate by a Developer Party and reimbursement to such Developer Parly for such costs using City Funds, or otherwise), upon DPD's request, prior to any such disbursement.
No Conflict of Interest. Pursuant to Section 5/11-74.4-4(n) ofthe Act, each Developer Parly represents, warrants and covenants that, to the best of its knowledge, no member, official, or employee of the City, or of any commission or committee exercising authority over the Project, the Redevelopment Area or the Redevelopment Plan, or any consultant hired by the City or Developer Parties wilh 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 any Developer Party, the Property, the Project or any other property in the Redevelopment Area.
Disclosure of Interest. None ofthe Developer Parties' counsel has direct or indirect financial ownership interest in a Developer Party, the Property, or any other aspect ofthe Project.
Financial Statements. The Developer 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 ofthe Agreement. In addition, the Developer 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. Solely at their own expense, Developer Parties will comply with all provisions of Section 12 hereof.
Non-Governmental Charges.

(a) Payment of Non-Governmental Charges. Except for the Permitted Liens, and
subject to subsection (b) below, Developer Parties agree to pay or cause to be paid when due any
Non-Governmental Charges assessed or imposed upon the Project, or any fixtures that are or
may become attached thereto and which are owned by a Developer Party, which create, may
create, or appear to create a lien upon all or any portion ofthe Project; provided however, that if
such Non-Governmental Charges may be paid in installments, Developer Parties 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. Developer Parties will
furnish to DPD, within thirty (30) days of DPD's request, official receipts from the appropriate
entity, or other evidence satisfactory to DPD, evidencing payment of the Non-Governmental
Charges in question.

(b) Right to Contest. Developer Parties will have the right, before any delinquency
occurs:

(i) to contest or object in good faith to the amount or validity of any Non-Governmental Charges by appropriate legal proceedings properly and diligently instituted and prosecuted, in such manner as shall stay the collection of the contested Non-Governmental Charges, prevent the imposition ofa lien or remove such lien, or prevent the transfer or forfeiture ofthe Property (so long as no such contest or objection shall be deemed or construed to relieve, modify or extend Developer Parties' covenants lo pay any
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such Non-Governmental Charges al the time and in the manner provided in this Section 8.14): or

(ii) 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 will require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such transfer or forfeiture ofthe 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 Charges and all interest and penalties upon the adverse determination of such contest.
Developer's Liabilities. No Developer Party will enter into any transaction that would materially and adversely affect its ability to perform its obligations under this Agreement. Each Developer Party will immediately notify DPD ofany and all events or actions which may materially affect such party's ability to carry on its business operations or perform its obligations under this Agreement or any other documents and agreements related to this Agreement or the Project.
Compliance with Laws. To the best of each Developer Party's knowledge, after diligent inquiry, the Property and the Project are in compliance with all applicable Federal, State and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Property and the Project. Upon the City's request, Developer Parties will provide evidence satisfactory to the City of such current compliance.
Recording and Filing. Developer Parties will cause this Agreement, certain exhibits (as specified by Corporation Counsel) and 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. Developer Parties will pay all fees and charges incurred in connection with any such recording. Upon recording, Developer Parties will 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. Subject to subsection (ii) below. Developer Parties agree to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon Developer Parties, the Property or the Project, or become due and payable, and which create, may create, or appear to create a lien upon Developer Parties or all or any portion ofthe Property or the Project. "Governmental Charge" means 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, slates other than the State of Illinois, counties oflhe State other than Cook County, and municipalities other than the City) relating to Developer Parties, the Property, or the Project, including but not limited to real estate taxes.
Right lo Contest. Developer Parties have the right before any delinquency occurs to contest or object in good faith to the amount or validity ofany Governmental
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Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such, manner as shall stay the collection ofthe contested Governmental Charge and prevent the imposition ofa lien or the sale or transfer or forfeiture ofthe Property. No such contest or objection will be deemed or construed in any way as relieving, modifying or extending Developer Parties' covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless Developer has given prior written notice to DPD of a Developer Party's intent to contest or object to a Governmental Charge and. unless, at DPD's sole option:
Developer Parties will demonstrate to DPD's satisfaction that legal proceedings instituted by Developer Parties contesting or objecting to a Governmental Charge will conclusively operate to prevent or remove a lien against, or the sale or transfer or forfeiture of. all or any part ofthe Property lo satisfy such Governmental Charge prior to final determination of such proceedings, and/or;
Developer Parties will furnish a good and sufficient bond or other security satisfactory to DPD in such form and amounts as DPD may require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay ofany such sale or transfer of forfeiture ofthe Property during the pendency of such contest, adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest.

(b) Developer Parties' Failure to Pay Or Discharge Lien. If Developer Parties fail to pay or contest any Governmental Charge or to obtain discharge ofthe same as required by this Section 8.18, Developer Parties will advise DPD thereof in writing, at which time DPD may, but will not be obligated to, and without waiving or releasing any obligation or liability of Developer Parties 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, will be promptly disbursed to DPD by Developer Parties. Notwithstanding anything contained herein to the contrary, this paragraph must not be construed to obligate the City to pay any such Governmental Charge. Additionally, if Developer Parties fail to pay any Governmental Charge, the City, in its sole discretion, may require Developer Parties to submit to the City audited Financial Statements at Developer Parties' own expense.

8.19 Affordable Housing Covenant. Developer Parties agree and covenant to the City that, prior to any foreclosure ofthe Properly by a lender providing Lender Financing, the provisions ofthe Extended Use Agreement and the RAD Use Agreement shall govern the terms of Developer Parties' obligation to provide affordable bousing. Following foreclosure, if any, and from the date of such foreclosure through the Term of the Agreement, the following provisions shall govern ihe terms of the obligation to provide affordable housing under this Agreement:
The Project shall be operated and maintained solely as residential rental bousing:
Eight (8) ofthe units in the Project shall be leased at market-rate rents:

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Nine (9) ol'the units in the Project shall have monthly rents not in excess of thirty percent (30%) ofthe 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) oflhe 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.
Thirteen (13) ofthe units in the Project shall have monthly rents not in excess of sixty percent (60%) 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) ofthe 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.

(e) 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 sixty percent (60%) 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.

The covenants set forth in this Section 8.19 shall run with the leasehold estate and be binding upon any transferee.
The City and the Developer Parties may enter into a separate agreement to implement the provisions of this Section 8.19;

Job Readiness Program. If requested by the City, Developer Parties will use their best efforts to encourage its tenants al the Project to participate in job readiness programs established by the City lo help prepare individuals to work for businesses located within the Redevelopment Area.
Broker's Fees. Developer Parties have no liability or obligation to pay any fees or commissions to any broker, linder. or agent with respect lo any of the transactions contemplated by this Agreement for which the City could become liable or obligated.
No Business Relationship with Citv Elected Officials. Developer Parties acknowledge receipt of a copy of Section 2-156-030(b) of the Municipal Code and that Developer Parties have read and understands such provision. Under Section 2-156-03()(b) ofthe Municipal Code, 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
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amended from time-to-lime (the "Human Rights Ordinance"). Each Employer must take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex. national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a non-discriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, must 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 will comply with all applicable 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 State Human Rights Act, 775 ILCS 5/1-101 et seg (2002 State Bar Edition, as amended), and any subsequent amendments and regulations promulgated thereto.
Each Employer, in order to demonstrate compliance with the terms of this Section, will 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 will include the foregoing provisions of subparagraphs (a) through (d) in every construction contract entered into in connection with the Project, and will 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 will be binding upon each contractor, subcontractor or Affiliate, as the case may be.

(1) Failure to comply with the employment obligations described in this Section 10.01 will be a basis for the City to pursue remedies under the provisions of Section 15.02 hereoL subject to the cure rights under Section 15.03.

10.02 Citv Resident Construction Worker Employment Requirement.

(a) Developer Parties agree for themselves and their successors and assigns, and will contractually obligate its General Conlractor and will cause the General Contractor lo contractually obligate its subcontractors, as applicable, to agree, that during the construction of the Project they will comply vvith the minimum percentage of total worker hours performed by actual residents ofthe City as specified in Section 2-92-330 oflhe Municipal Code (al least 50 percent ofthe total worker hours worked by persons on the site ofthe Project will be performed
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employee with respect lo any matter involving any person with whom the elected official has a ''Business Relationship"" (as defined in Section 2-156-080(b)(2) oflhe Municipal Code), or to participate in any discussion of any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person vvith whom an elected official has a Business Relationship. Violation of Section 2-156-030(b) by any elected official, or any person acting at the direction of such official, with respect to this Agreement, or in connection with the transactions contemplated thereby, will be grounds for termination of this Agreement and the transactions contemplated thereby. Developer Parties hereby represent and warrant that, to the best of its knowledge after due inquiry, no violation of Section 2-156-030(b) has occurred with respect to this Agreement or the transactions contemplated thereby.
Annual Compliance Report. Beginning with the issuance of the Certificate and continuing throughout the Term of the Agreement, the Developer Parties 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.
Survival of Covenants. All warranties, representations, covenants and agreements of Developer Parties contained in this Section 8 and elsewhere in this Agreement are true, accurate and complete at the time of Developer Parties' execution of this Agreement, and will survive the execution, delivery and acceptance by the parties and (except as provided in Section 7 upon the issuance of the Certificate) will be in effect throughout the Term of the Agreement.

SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS 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 ofthe 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 ofthe Agreement.

SECTION 10. DEVELOPER PARTIES' EMPLOYMENT OBLIGATIONS

10.01 Employment Opportunity. Developer Parties, on behalf of themselves and their successors and assigns, hereby agrees, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of Developer Parties operating on the Project (collectively, with Developer Parties, such parties are defined herein as the "Employers," and individually defined herein as an "Employer") to agree, that for the T erm of this Agreemenl with respect to Developer Parties and during the period ofany other party's provision of services in connection with the construction ofthe Project or occupation ofthe Property:

(a) 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 el seci., Municipal Code, except as otherwise provided by said ordinance and as
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by actual residents of the City); provided, however, that in addition lo complying with this percentage. Developer Parties, their General Contractor and each subcontractor will be required to make good faith efforts to utilize qualified residents oflhe Cily in both unskilled and skilled labor positions. Developer Parties, the General Contractor and each subcontractor will use their respective best efforts to exceed the minimum percentage of hours stated above, and to employ neighborhood residents in connection with the Project.
Developer 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 in accordance with standards and procedures developed by the Chief Procurement Officer ofthe City.
"Actual residents of the City" means persons domiciled within the City. The domicile is an individual's one and only true, fixed and permanent home and principal establishment.
Developer Parties, the General Contractor and each subcontractor will provide for the maintenance of adequate employee residency records to show lhat actual Chicago residents are employed on the Project. Each Employer will 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 WIT-347 or equivalent) will be submitted to the Commissioner of DPD in triplicate, which will 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.
Upon 2 Business Days prior written notice, Developer Parties, the General Contractor and each subcontractor will provide full access to their employment records related to the Construction ofthe Project to the Chief Procurement Officer, the Commissioner of DPD, the Superintendent ofthe Chicago Police Department, the Inspector General or any duly authorized representative ofany of them. Developer Parties, the General Contractor and each subcontractor will maintain all relevant personnel data and records related to the Construction ofthe Project for a period of at least three (3) years after final acceptance ofthe work constituting the Project.
At the direction of DPD, affidavits and other supporting documentation will be required of Developer Parties, the General Contractor and each subcontractor to verily or clarify an employee's actual address when doubt or lack of clarity has arisen.

(b) Good faith efforts on the part of Developer Parties, the General Contractor and each subcontractor to provide utilization of actual Chicago residents (but not sufficient for the granting of a waiver request as provided for in the standards and procedures developed by the Chief Procurement Officer) will not suffice to replace the actual, verified achievement of the requirements of this Section concerning the worker hours performed by actual Chicago residents.

(i) When work at the Project is completed, in the event that the City has determined that Developer Parties have failed to ensure the fulfillment ofthe requirement of this Section concerning the worker hours performed by actual residents ofthe City 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) ofthe aggregate
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hard construction costs set forth in the Project Budget undertaken by Developer Parties (and specifically excluding any tenant improvements which are not undertaken by Developer Parties) (the product of .0005 x such aggregate hard construction costs) (as the same will be evidenced by approved contract value for the actual contracts) will be surrendered by Developer 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 will result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject Developer Parties, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to Developer Parties pursuant to Section 2-92-250 of the Municipal Code may be withheld by the City pending the Chief Procurement Officer's determination as to whether Developer Parties must surrender damages as provided in this paragraph.

(j) Nothing herein provided will 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.

(k) Developer Parties will 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 Developer Parties, MBE/WBE Commitment. The Developer Parties agree for itself and its successors and assigns, and, if necessary to meet the requirements set forth herein, shall contractually obligate the General Contractor to agree that during the Project:

(a) Consistent with the findings which support, as applicable, (i) the Minority-Owned and Women-Owned Business Enterprise Procurement Program, Section 2-92-420 et seq. of the Municipal Code (the "Proeurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et sec], of the Municipal Code (the "Construction Program," and collectively with the Procurement Program, the "MBE/WBE Program"), and in reliance upon the provisions ofthe MBE/WBE Program to the extent contained in, and as qualified by. the provisions of this Section 10.03, during the course of the Project, at least the following percentages ofthe MBE/WBE Budget (as set forth in Exhibit C-2 hereto) shall be expended for contract participation by MBEs and by WBEs:
At least 26 percent by MBEs.
At least six percent by WBEs.

For purposes of this Section 10.03 only, the Developer Parties (and any party to whom a contract is let by Developer Parties in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by Developer Parties in connection with the Project) shall be deemed a "contract" or a "construction contract" as such terms are defined in Sections 2-92-420 and 2-92-670 ofthe Municipal Code, as applicable.
Consistent with Sections 2-92-440 and 2-92-720 ofthe Municipal Code, Developer Parties MBE/WBE commitment may be achieved in part by Developer Parlies" status as an MBE or WBE (but only to the extent of any actual work performed on the Project by Developer Parties) or by a joint venture with one or more MBEs or WBEs (but only to the extent ofthe
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lesser of (i) the MBE or WBE partieipation in such joint venture or (ii) the amount ofany actual work performed on the Project by the MBE or WBE), by Developer Parties utilizing a MBE or a WBE as the General Contractor (but only to the extent of any actual work performed on the Project by the General Contractor), by subcontracting or causing the General Contractor to subcontract a portion of the Project to one or more MBEs or WBEs, or by the purchase of materials or services used in the Project from one or more MBEs or WBEs, or by any combination ofthe foregoing. Those entities which constitute both an MBE and a WBE shall not be credited more than once with regard to Developer Parties' MBE/WBE commitment as described in this Section 10.03. In accordance with Section 2-92-730 ofthe Municipal Code, Developer Parties shall not substitute any MBE or WBE General Contractor or subcontractor without the prior written approval of DPD.
The Developer Parties shall deliver quarterly reports to the City's monitoring staff 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 Developer Parties or the General Contractor to work on the Project, and the responses received from such solicitation, the name and business address of each MBE or WBE actually involved in the Project, a description of the work performed or products or services supplied, the date and amount of such work, product or service, and such other information as may assist the City's monitoring staff in determining Developer Parties' compliance with this MBE/WBE commitment. The Developer 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 the City's monitoring staff shall have access to all such records maintained by Developer Parties, on five Business Days' notice, to allow the City to review Developer Parties' compliance with its commitment to MBE/WBE participation and the status ofany MBE or WBE performing any portion ofthe Project.
Upon the disqualification ofany MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, Developer Parties shall be obligated to discharge or cause to be discharged the disqualified General Contractor or subcontractor, and, if possible, identify and engage a qualified MBE or WBE as a replacement. For purposes of this subsection (e), the disqualification procedures are further described in Sections 2-92-540 and 2-92-730 ofthe Municipal Code, as applicable.
Any reduction or waiver of Developer Parties' MBE/WBE commitment as described in this Section 10.03 shall be undertaken in accordance with Sections 2-92-450 and 2-92-730 of the Municipal Code, as applicable.

(g) Prior to the commencement ofthe Project. Developer Parties shall be required to meet with the City's monitoring staff with regard to Developer Parties' compliance with its obligations under this Section 10.03. T he General Contractor and all major subcontractors shall be required to attend this pre-construction meeting. During said meeting, Developer Parties shall demonstrate to the City's monitoring staff its plan to achieve its obligations under this Section 10.03. the sufficiency of which shall be approved by the City's monitoring staff. During the Project, Developer Parties shall submit the documentation required by this Section 10.03 to the City's monitoring staff, including the following: (i) subcontractor's activity report; (ii) contractor's certification concerning labor standards and prevailing wage requirements; (iii) contractor letter of understanding: (iv) monthly utilization report; (v) authorization for payroll agent: (vi) certified payroll; (vii) evidence that MBE/WBE contractor associations have been informed ofthe Project via written notice and hearings; and (viii) evidence of compliance with

job creation/job retention requirements. Failure to submit such documentation on a timely basis, or a determination by the City's monitoring staff, upon analysis of the documentation, that Developer Parties are not complying with its obligations under this Section 10.03. shall, upon the delivery of written notice to Developer Parties, be deemed an Event of Default. Upon the occurrence of any such Event of Default, in addition to any other remedies provided in this Agreement, the City may: (1) issue a written demand to Developer Parties to halt the Project, (2) withhold any further payment ofany City Funds to Developer Parties or the General Contractor, or (3) seek any other remedies against Developer Parties available at law or in equity.

SECTION 11. ENVIRONMENTAL MATTERS

Developer Parties hereby represent and warrant to the City that Developer Parties have conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with all Environmental Laws (taking into account the anticipated issuance and applicability ofany NFR Letters(s) issued or to be issued with respect to the Property), this Agreement and all Exhibits, the Scope Drawings, the Plans and Specifications and all amendments thereto, the TIF Bond Ordinance, if any, and the Redevelopment Plan.

The Phase I ESA for the Property identified Recognized Environmental Conditions ("RECs"). A previously conducted Comprehensive Site Investigation Report ("CSIR") identified contamination above residential remediation objectives as determined by Title 35, Part 742 of the Illinois Administrative Code. The Developer Parties have enrolled the Property (or any portion thereof) in the lEPA's SRP. The Developer Parties shall perform an additional CSIR, or other site investigations, per IEPA direction to ascertain the presence of any environmental impacts that may be associated wilh the RECs.

The Developer Parties acknowledge and agree that it may not commence construction on the Property until the IEPA issues a Remedial Action Plan Approval Letter ("RAP Approval Letter") for the Property. The Developer Parties shall provide to the City the RAP Approval Letter, any Remediation Documents, and evidence of lEPA's approval ofthe plans detailed in the Remediation Documents as soon as they are available.

Upon receipt of the RAP Approval Letter for the Property, the Developer Parties covenant and agree to complete all Remediation Work necessary to obtain a final comprehensive residential No Further Remediation Letter ("NFR Letter") for the Property using all reasonable means. The City shall have the right to review in advance and approve all documents submitted lo the IEPA under the SRP, as amended or supplemented from time to time, including, without limitation, the SRP documents and any changes thereto, and the Developer Parties' estimate of the cost to perform the Remediation Work. T he Developer Parties shall bear sole responsibility for all costs of the Remediation Work necessary to obtain the final comprehensive residential NFR Letter, and the costs of any other investigative and cleanup costs associated with the Property. T he Developer Parties shall promptly transmit to the City copies of all environmental-related documents prepared or received with respect to the Remediation Work, including, without limitation, any written communications delivered lo or received from the IEPA or other regulatory agencies. T he Developer Parlies acknowledge and agree thai the City will not permit occupancy and will nol issue a Certificate until the IEPA has issued, the Developer has recorded with the Cook County Clerk, and the City has approved, a final comprehensive residential NFR Letter for the Property. If the Developer Parties fail to obtain the final comprehensive NFR Letter within six (6) months ofthe submission oflhe Remedial Action Completion Report lo the IEPA, then the City shall have the right to record a notice of delault of this RDA against the
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Properly. The Developer Parlies must abide by the terms and conditions of the Final Comprehensive residential NFR letter.

Without limiting any other provisions hereof, Developer Parties agree to indemnify, defend and hold the City (except vvith respect to Existing Materials and any gross negligence or wanton or willful misconduct by the City) harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses or claims ofany 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 Developer Parties: (i) the presence of any Hazardous Materials on or under, or the escape, seepage, leakage, spillage, emission, discharge or release of any Hazardous Materials from all or any portion of the Property, or (ii) any liens against the Property permitted or imposed by any Environmental Laws, or any actual or asserted liability or obligation ofthe City or Developer Parties or any of its Affiliates under any Environmental Laws relating to the Property.


SECTION 12. INSURANCE

12.01. Insurance. The Developer Parties must provide and maintain, at Developer Parties' 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.

(a) Prior to 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 Properly Insurance at replacement value of the property to protect against loss of, damage to. or destruction ofthe building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.

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(b) Construction Prior to the construction of any portion of the Project, Developer Parties 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:
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.
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 Llmbrella)

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, Developer Parties 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 Developer Parties undertake any construction, including improvements, betterments, and/or repairs, the Developer Parties 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 ofthe project. The City is lo be named as an additional insured and loss payee/mortgagee if applicable.
Professional Liability
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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 re-creation and reconstruction of such records.
Contractors Pollution Liability

When any remediation work is performed which may cause a pollution exposure, the Developer Parties 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: All Risk Property Insurance al replacement value of the property to protect against loss of, damage to, or destruction ofthe building/facility. The City is to be named as an additional insured and loss payee/mortgagee if applicable.
Other Requirements: The Developer Parties 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 Developer Parties must submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to closing. The receipt ofany 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 certitlcates or other insurance evidence from Developer Parties is not a waiver by the City ofany requirements for the Developer Parties to obtain and maintain the specified coverages. The Developer Parties shall advise all insurers of the Agreement provisions regarding insurance. Non-conforming insurance docs not relieve Developer Parties ofthe 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.
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The insurance must provide for 60 days prior written notice to he 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 Developer Parties and Contractors.

The Developer Parties 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 Developer Parties in no way limit the Developer Parties' 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 Developer Parties 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 Developer Parties are a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.

The Developer Parties must require Contractor and subcontractors to provide the insurance required herein, or Developer Parties may provide the coverages for Contractor and subcontractors. All Contractors and subcontractors are subject to the same insurance requirements of Developer Parties unless otherwise specified in this Agreement.

If Developer Parties, 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. Each of Developer Parties agrees to severally, but not jointly, indemnify, pay 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 (arising out ofa third party action against the City), 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 wilh any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees by a third party in any manner relating to or arising out of:

(i) Such Developer Party's failure to comply with any of the lerms. covenants and conditions contained within this Agreement; or
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Such Developer Party's or any contractor's failure to pay General Contractors, subcontractors or materialmen in connection with the TIF-Funded Improvements or any other Project feature or improvement; or
the existence of any material misrepresentation or omission in this Agreement, any offering memorandum or the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by such Developer Party or any of its Affiliates or any of their respective agents, employees, contractors or persons acting under the control or at the request of such Developer Party or any of its Affiliates; or
a Developer Party's failure to cure any misrepresentation in this Agreemenl or any other document or agreement relating hereto; or
any act or omission by such Developer Party or any of its Affiliates.

provided, however, that no Developer Party shall have any 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 is violative of any law or public policy, such Developer Party will contribute the maximum portion that it is permitted to pay and satisfy under 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 will survive the termination of this Agreement.

SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT
Books and Records. Developer Parties will keep and maintain separate, complete, accurate and detailed books and records necessary to reflect and fully disclose the total actual costs 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 Developer Parties" loan statements, if any, General Contractors' and contractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, will be available at Developer Parties' offices for inspection, copying, audit and examination by an authorized representative of the City, at Developer Parties' expense. No Developer Party will pay for salaries or fringe benefits of auditors or examiners. Developer Parties must incorporate this right to inspect, copy, audit and examine all books and records into all contracts entered into by a Developer Party with respect to the Project.
Inspection Rights. Upon three (3) Business Days' notice, any authorized representative ofthe City will have access to all portions ofthe Project and the Property during normal business hours forthe Term ofthe Agreement.

SECTION 15. DEFAULT AND REMEDIES

15.01 Events of Default. The occurrence ofany one or more of the following events, subject to the provisions of Sections 15.03, will constitute an "Event of Default" by a Developer Party, as applicable, hereunder:

(a) the failure ofa Developer Party to perform, keep or observe anv oflhe covenants.
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conditions, promises, agreements or obligations of such party under this Agreement or any related agreement;
the failure ofa Developer Party to perform, keep or observe any ofthe covenants, conditions, promises, agreements or obligations of such party under any other agreement with any person or entity if such failure may have a material adverse effect on such party's business, property (including the Property or the Project), assets (including the Properly or the Project), operations or condition, financial or otherwise;
the making or furnishing by a Developer Party to ihe Cily ofany 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 when made;
except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt by a Developer Parly to create, any lien or other encumbrance upon the Property