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Record #: O2022-1700   
Type: Ordinance Status: Passed
Intro date: 5/23/2022 Current Controlling Legislative Body: Committee on Housing and Real Estate
Final action: 6/22/2022
Title: Negotiated sale of vacant City-owned property at 1433 S Kedzie Ave to GMO Properties LLC subject to requisite environmental remediation
Sponsors: Lightfoot, Lori E.
Topic: PROPERTY - Sale
Attachments: 1. O2022-1700.pdf
OFFICE OF THE MAYOR
CITY OF CHICAGO
LORI E. LIGHTFOOT
MAYOR

May 23, 2022










TO THE HONORABLE, THE CITY COUNCIL OF THE CITY OF Cl IICAGO


Ladies and Gentlemen:

At the request ofthe Commissioner of Planning and Development, I transmit herewith ordinances authorizing the sale of City-owned properties.

Your favorable consideration of these ordinances will be appreciated.


Very truly yours,

ORDINANCE

WHEREAS, the City of Chicago ("City") is a home rule unit of government by virtue ofthe provisions ofthe Constitution ofthe State of Illinois of 1970, and as such, may exercise any power and perform any function pertaining to its government and affairs; and

WHEREAS, pursuant to an ordinance adopted by the City Council of the City (the "City Council"^ on May 17, 2000, and published at pages 30775 through 30953 in the Journal ofthe Proceedings of the City Council for such date, the City Council: (i) approved a certain redevelopment plan and project (the "Redevelopment Plan") for the Midwest Tax Increment Financing Redevelopment Project Area (the "Redevelopment Area"), pursuant to the Illinois Tax Increment Allocation Redevelopment Act, as amended, 65 ILCS 5/11-74.4-1 er seq. (the "TIF Act"), (ii) designated the Redevelopment Area as a redevelopment project area pursuant to the TIF Act; and (iii) adopted tax increment allocation financing pursuant to the TIF Act as a means of financing certain Redevelopment Area redevelopment project costs (as defined in the TIF Act) incurred pursuant to the Redevelopment Plan; and
WHEREAS, the City is the owner ofthe vacant land located at 1433 South Kedzie Avenue, Chicago, Illinois 60623, which is legally described on Exhibit A attached hereto (the "Property") and is located in the Redevelopment Area; and

WHEREAS, GMO Properties LLC, an Illinois limited liability company ("Grantee"), is the owner ofthe property located immediately adjacent to the Property at 1423 S. Kedzie, which is improved with a building (the "Adjacent Improved Property"); and

WHEREAS, Grantee is renovating the adjacent building and has offered to purchase the Property from the City forthe sum of Twenty-two Thousand and No/100 Dollars ($22,000.00) (the "Purchase Price") to construct a parking lot to support a mixed-use development on the Adjacent Property (the "Project"); and
WHEREAS, the Purchase Price represents the appraised fair market value ofthe Property as of January 8, 2021, assuming the land has no adverse environmental conditions; and

WHEREAS, Grantee and the City's Department of Assets, Information, and Services ("AIS") obtained Phase I Environmental Site Assessments ("Phase I ESAs") of the Property in February 2021 and March 2021, respectively, which identified recognized environmental conditions ("RECs") on the Property and adjacent parcels; and

WHEREAS, Grantee obtained a Phase II Environmental Site Assessment ofthe Property prepared by Pioneer Engineering & Environmental Services, LLC, dated June 28, 2021 (the "Phase II ESA"). which disclosed the potential presence of a 1,000-gallon underground storage tank ("UST") and a former grease pit on the Property, and noted the presence of petroleum odors, elevated readings of volatile organic compounds, and an oily sheen in groundwater samples; and
WHEREAS, the City completed a test pit investigation, soil gas sampling, and grease pit removal activities to delineate site contamination and prepare the Property for the Project; and

WHEREAS, an analysis of soil and groundwater samples collected on the Property identified contamination above residential and commercial/industrial remediation objectives, as well as remediation objectives for construction worker inhalation and migration to groundwater; and

WHEREAS, the soil and groundwater analysis detected soil gas concentrations above laboratory reporting limits for several volatile chemicals included in TACO Appendix A, Table J, but below TACO Appendix B, Table H standards; and

WHEREAS, as a condition of the sale of the Property to Grantee, the City is requiring Grantee to comply with certain environmental requirements and use restrictions; and

WHEREAS, the cost of compliance will increase Grantee's costs of constructing the Project; and

WHEREAS, the City has agreed to deposit the Purchase Price into an environmental escrow at closing for Grantee to utilize for environmental compliance; and

WHEREAS, by Resolution No. 22-016-21, adopted on April 21, 2022, the Chicago Plan Commission approved the disposition ofthe Property; and

WHEREAS, public notice advertising the Department of Planning and Development's intent to enter into a negotiated sale of the Property with Grantee and requesting alternative proposals appeared in the Chicago Tribune on March 25 and April 8, 2022; and

WHEREAS, no other responsive proposals were received by the deadline set forth in the aforesaid notices; now, therefore,

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

SECTION 1. The foregoing recitals, findings and statements of fact are hereby adopted as the findings ofthe City Council.

SECTION 2. The sale of the Property to Grantee for the Purchase Price is hereby approved. The Purchase Price shall be deposited into an escrow account to be held by a third-party title insurance company for purposes of funding certain environmental costs (the "Escrow Account"), pursuant to a written joint order environmental escrow agreement in substantially the form attached hereto as Exhibit B (the "Escrow Agreement"). The commissioner of the Department of Planning and Development (the "Department"), or a designee of the Commissioner, is each hereby authorized, with the approval ofthe City's Corporation Counsel as to form and legality, to negotiate, execute and deliver the Escrow Agreement, and such other supporting documents as may be necessary or appropriate to carry out and comply with the provisions of the Escrow Agreement, with such changes, deletions and insertions as shall be approved by the persons executing the Escrow Agreement and such other supporting documents.

SECTION 3. The Mayor or the Mayor's proxy is authorized to execute, and the City Clerk or the Deputy City Clerk is authorized to attest, a quitclaim deed ("Deed") conveying the Property to Grantee, or to a land trust of which Grantee is the sole beneficiary, or to a business entity of which Grantee is the sole controlling party. Without limiting the quitclaim nature ofthe Deed, the conveyance is subject to: (a) the standard exceptions in an ALTA title insurance policy; (b) general real estate taxes and any special assessments or other taxes; (c) all easements, encroachments, covenants and restrictions of record and not shown of record; (d) such other title defects that may exist; and (e) any and all exceptions caused by the acts of Grantee or its agents. In addition, the conveyance is subject to the following terms, covenants and conditions which are a part of the consideration for the Property and which shall run with the land and be binding upon and

|1010|enforceable against Grantee and Grantee's heirs, successors and assigns, in perpetuity (unless a shorter period is expressly stated below):
Covenant to Build Parking Lot. Grantee shall construct a surface parking lot on the Property in accordance with the general layout and landscaping depicted on Exhibit A attached hereto (the "Parking Lot Site Plan") and the environmental requirements set forth in Section 3 of this Deed within twelve (12) months of the date of the ordinance authorizing this conveyance, provided that plantings may be delayed for an additional six
' (6) months if consistent with good landscaping practices. No material deviation from the Parking Lot Site Plan is permitted without written approval from the Department. The parking lot shall also meet the parking requirements of Chapter 17-10 of the Chicago Zoning Ordinance and the Guide to the Chicago Landscape Ordinance. If these conditions are not met, the City will provide notice to Grantee of such deficiency and Grantee will have the opportunity to cure. If a cure is not diligently pursued by Grantee, the City may record a notice of default against the Property and shall have the right to exercise any and all remedies available to it at law or in equity, including the right to re­enter and revest title to the Property in the City. Grantee, at the request of the City, covenants to execute and deliver to the City a reconveyance deed to the Property to further evidence such revesting of title. Upon completion ofthe parking lot, Grantee shall submit a written request to the Department for a certificate of completion. If the Department determines that Grantee has completed the parking lot in accordance with this Deed, the Department shall provide Grantee with the certificate of completion. The certificate shall be in recordable form and shall, upon recording, constitute a conclusive determination of satisfaction and termination ofthe covenant in this section.
"As Is," "Where Is" and "With All Faults" Conveyance Grantee acknowledges that Grantee has had an opportunity to inspect the Property and is relying solely upon Grantee's own inspection and other due diligence activities in determining whether to acquire the Property, and not upon any information provided by or on behalf of the City with respect thereto. Grantee accepts the risk that any inspection may not disclose all material matters affecting the Property (and any improvements thereon). Grantee acknowledges and agrees that the Property is being conveyed, and Grantee accepts the Property, in its "AS IS," "WHERE IS" and "WITH ALL FAULTS" condition, without any covenant, representation or warranty, express or implied, of any kind, regarding the physical or environmental condition of the Property (or any improvements thereon), its compliance with any Laws, or the suitability or merchantability ofthe Property for any purpose whatsoever. Grantee acknowledges and agrees that Grantee is solely responsible for any investigation and remediation work necessary to put the Property in a condition which is suitable for its intended use.
Environmental Requirements. Grantee shall satisfy the following environmental requirements:
(a) As used herein, the following terms shall have the following meanings:
"Alternative Use" means a use other than a surface parking lot.

"Contaminant" means any of those materials set forth in 415 ILCS 5/3.165 and 35 III. Adm. Code Part 742.305, as amended from time to time, that are subject to regulation under any Environmental Law.

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"Environmental Compliance Work" means all activities necessary to satisfy the requirements set forth in subsections (b), (c) and (d) below relating to the construction ofthe surface parking lot.

"Environmental Laws" means all Laws pertaining to health, safety, Hazardous Substances or Other Regulated Material, or the environment (including, but not limited to, ground, air, water or noise pollution or contamination, and underground or above-ground tanks), now or hereafter in effect, as amended or supplemented from time to time, including, without limitation, the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §5101 er seq.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6901 er seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 er seq. ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"); the Occupational Safety and Health Act, 29 U.S.C. § 651 er seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 er seq.; the Illinois Environmental Protection Act, 415 ILCS 5/1 er sec?.; the Gasoline Storage Act, 430 ILCS 15/0.01 et seq.; the Sewage and Waste Control Ordinance of the Metropolitan Water Reclamation District of Greater Chicago; the Municipal Code of the City of Chicago; and all rules, regulations, orders, and decrees now or hereafter promulgated under any of the foregoing Laws, as any of the foregoing Laws now exist or may be changed or amended or come into effect in the future.

"Final NFR Letter" means a final comprehensive "No Further Remediation" letter issued by the IEPA approving the use of the Property for the construction, development, and operation ofthe Alternative Use, which may include remediating the Property to residential remediation objectives and meeting the building requirements of TACO Appendix B, Table H. The Final NFR Letter may be reasonably conditioned upon use and maintenance of engineered barriers and other institutional or engineering controls acceptable to the IEPA.

"Hazardous Substance(s)" has the meaning set forth in 415 ILCS 5/3.215, as amended from time to time.

"IEPA" means the Illinois Environmental Protection Agency, or any successor agency.

"Laws" means any and all applicable federal, state, county, municipal or other laws (including common law), statutes, codes, ordinances, rules, regulations, permits, executive orders or other requirements, now or hereafter in effect, as amended or supplemented from time to time, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative orders, consent decrees or judgments.

"Losses" means any and all debts, liens (including, without limitation, lien removal and bonding costs), claims, actions, suits, demands, complaints, legal or administrative proceedings, losses, damages, obligations, liabilities, judgments,

|1010|amounts paid in settlement, arbitration or mediation awards, interest, fines, penalties, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and expenses, consultants' fees and expenses, costs of investigation, and court costs).

"Other Regulated Material" means any Waste, Contaminant, or any other material, not otherwise specifically listed or designated as a Hazardous Substance, that (a) is or contains: petroleum, including crude oil or any fraction thereof, motor fuel, jet fuel, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel or mixtures of natural gas and such synthetic gas, asbestos, radon, any polychlorinated biphenyl, urea, formaldehyde foam insulation, explosive or radioactive material, materials known to contain per- and polyfluoroalkyl substances, i.e. PFAS, or (b) is a hazard to the environment or to the health or safety of persons.

"Phase I ESA" means a Phase I environmental site assessment of the Property in accordance with ASTM E-1527-13.

"Phase II ESA" means a Phase II environmental site assessment of the Property in accordance with ASTM E-1903-19.

"RAP Approval Letter" means written approval from the IEPA of a Remedial Action Plan for 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 RAP Approval Letter, all requirements ofthe IEPA and all applicable Laws, including, without limitation, all applicable Environmental Laws.

"SRP" means the lEPA's Site Remediation Program.
"TACO" shall mean the Tiered Approach to Corrective Action Objectives codified at 35 III. Adm. Code Part 742 et seq.

"Waste" means those materials defined in the Illinois Environmental Protection Act, 415 ILCS 5/1 er seq. as waste and identified subcategories thereof, including but not limited to, construction or demolition debris, garbage, household waste, industrial process waste, landfill waste, landscape waste, municipal waste, pollution control waste, potentially infectious medical waste, refuse, or special waste.

(b) Engineered Barriers. Except for landscaped areas, Grantee shall pave the Property in its entirety with concrete or asphalt that acts as an engineered barrier and maintain and regularly inspect the concrete or asphalt engineered barrier for any surface cracks or damage. Grantee shall repair any such cracks or damage immediately or prohibit access to the area. Landscaped areas must have an lEPA-approved geotextile membrane overlain by a minimum of 18 inches of clean soil (meeting TACO Tier 1 residential criteria). Landscaped areas where trees are to be planted must have three (3) feet of clean fill.

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Health and Safety Plan. The environmental investigation of the Property identified concentrations of contaminants exceeding the construction worker inhalation exposure route. Grantee shall develop a Health and Safety Plan ("HASP") for the Property prior to any surface demolition or subsurface work and provide the HASP to Grantee's contractors.
Removal Work. The environmental investigation of the Property did not identify any contamination that exceeds the requirements of 35 III. Adm. Code Section 742.305. But if Grantee encounters any evidence of contamination that exceeds these requirements, Grantee shall remove such contamination from the Property ("Removal Work") prior to paving over any affected portion of the Property. Grantee acknowledges and agrees that the City will not issue a Certificate of Completion until the City has approved Grantee's Removal Work. Grantee shall cooperate and consult with the City at all relevant times (and in all cases upon the City's request) with respect to the Removal Work. In addition, Grantee shall remove and close any USTs it may encounter in accordance with applicable regulations, including 41 III. Adm. Code Part 175, and shall properly address any leaking USTs in accordance with 35 III. Adm. Code Part 734.
Groundwater Restrictions. Grantee shall not use groundwater as a water source for any purpose or for any use whatsoever.
Use Restriction; No Construction. Grantee acknowledges and agrees that the City is conveying the Property for use as a surface parking lot only, and that no other use is permitted without the City's prior review and written approval. The City shall have the right to exercise all remedies available at law and in equity for violation of this use restriction and may record a notice of default against the Property if Grantee fails to obtain the Department's prior written approval prior to commencing construction of an Alternative Use.
Permitted Redevelopment. If Grantee wishes to develop the Property for an Alternative Use or if Grantee wishes to remove or substantially alter any portion of the paved surface parking lot or landscaped areas (collectively, "Redevelopment Activities"), then Grantee shall enroll the Property in the SRP and take all necessary and proper steps to obtain a RAP Approval Letter. Grantee acknowledges and agrees that construction on the Property may not commence until the IEPA issues, and AIS approves, a RAP Approval Letter for the Property. AIS shall have the right to review in advance and approve all documents submitted to the IEPA under the SRP, as amended or supplemented from time to time. After AIS approves the RAP Approval Letter for the Property, Grantee covenants and agrees to complete all Remediation Work necessary to obtain a Final NFR Letter for the Property. If Redevelopment Activities include the construction of a building on the Property, the building must meet the requirements of 35 III. Adm. Code 742, Appendix B, Table H. Grantee shall bear sole responsibility for all costs of the Remediation Work and any other investigative and cleanup costs associated with the Property. Grantee shall promptly transmit to the City copies of all documents prepared or received with respect to the Remediation Work, including, without limitation, any written communications delivered to or received from the IEPA or other regulatory agencies. After the IEPA has issued and AIS has approved a Final NFR Letter, Grantee shall record the letter with the Cook County Clerk's

|1010|Office, Recordings Division. Grantee covenants and agrees to abide by the terms and conditions ofthe Final NFR Letter

(h) Release. Grantee, on behalf of itself and its officers, directors, employees, successors, assigns and anyone claiming by, through or under any of them, including, without limitation, each and every person, firm, corporation, limited liability company, trust or other entity owning, leasing, occupying, using or possessing any portion of the Property under or through Grantee following the date ofthe Deed (collectively, the "Grantee Parties"), hereby releases, relinquishes and forever discharges the City, its officers, agents and employees (collectively, the "Citv Parties"), from and against any and all Losses which Grantee Parties ever had, now have, or hereafter may have, whether grounded in tort or contract or otherwise, in any and all courts or other forums, of whatever kind or nature, whether known or unknown, foreseen or unforeseen, now existing or occurring after the date of the Deed, based upon, arising out of or in any way connected with, directly or indirectly: (i) any environmental contamination, pollution or hazards associated with the Property or any improvements, facilities or operations located or formerly located thereon, including, without limitation, any release, emission, discharge, generation, transportation, treatment, storage or disposal of Hazardous Substances, or threatened release, emission or discharge of Hazardous Substances; (ii) the structural, physical or environmental condition ofthe Property, including, without limitation, the presence or suspected presence of Hazardous Substances in, on, under or about the Property or the migration of Hazardous Substances from or to other property; (iii) any violation of, compliance with, enforcement of or liability under any Environmental Laws, including, without limitation, any governmental or regulatory body response costs, natural resource damages or Losses arising under CERCLA; and (iv) any investigation, cleanup, monitoring, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party in connection or associated with the Property or any improvements, facilities or operations located or formerly located thereon (collectively, "Released Claims"). Grantee Parties waive their rights of contribution and subrogation against the City Parties.

Grantee acknowledges and agrees that the foregoing covenant of release constitutes a material inducement to the City to convey the Property, and that, but for such release, the City would not have agreed to convey the Property to Grantee. It is expressly agreed and understood by and between Grantee and the City that, should any future obligation of Grantee or Grantee Parties arise or be alleged to arise in connection with any environmental, soil or other condition ofthe Property, neither Grantee nor any other Grantee Parties shall assert that those obligations must be satisfied in whole or in part by the City, because this covenant contains a full, complete and final release of all such claims.

4. Affordable Housing. Grantee acknowledges that the sale of City-owned
land may trigger Section 2-44-085 of the Municipal Code of Chicago (as hereafter
amended, supplemented or replaced, the "Affordable Requirements Ordinance"), and
therefore, that a future residential project on the Property may be subject to the
requirements ofthe Affordable Requirements Ordinance.
5. Midwest Tax Increment Financing Redevelopment Project Area. The
Property is located in the Midwest Tax Increment Financing Redevelopment Project Area

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established pursuant to ordinances adopted by the City Council on May 17, 2000, and published at pages 30775 through 30953 in the Journal of the Proceedings of the City Council for such date. Grantee is obligated to use the Property only for uses permitted under the redevelopment plan for the redevelopment area, until such redevelopment plan expires. Grantee's acceptance of the Deed shall be deemed to be Grantee's agreement to comply with such use restrictions.

SECTION 5. If any provision ofthis ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such provision shall not affect any ofthe other provisions of this ordinance.
SECTION 6. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict.

SECTION 7. This ordinance shall be in full force and effect immediately upon its passage and approval.





































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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
THE SOUTH 52 FEET OF LOTS 28, 29, 30 AND 31, IN BLOCK 2 IN DOUGLAS PARK ADDITION TO CHICAGO, A SUBDIVISION IN SECTIONS 23 AND 24, TOWNSHIP 39 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
ADDRESS: 1433 SOUTH KEDZIE AVENUE CHICAGO, ILLINOIS 60623

16-24-104-010-0000
EXHIBIT B

FORM OF JOINT ORDER ESCROW AGREEMENT



Escrow No. Date: , 2022
To: [name of title company] ("Escrowee")

Chicago, IL 606
Parties: (a) GMO Properties LLC, an Illinois limited liability company ("Grantee"):
(b) City of Chicago, an Illinois municipal corporation ("City"): and
(c) ("Lender").
1. The accompanying Twenty-two Thousand Dollars ($22,000) is deposited by the City and Grantee with the Escrowee and shall be used solely to reimburse Grantee for the costs shown on Schedule 4 attached hereto, otherwise known as the "Approved Project Costs," relating to Grantee's performance of the "Environmental Compliance Work" as defined in the Quitclaim
Deed to Grantee from the City dated , 20 ("Deed"). The Environmental
Compliance Work will be performed on the Property legally described in Schedule 1 attached hereto and commonly known as 1433 South Kedzie Avenue, Chicago, Illinois 60623.
2. The funds shall be disbursed by Escrowee only upon the written joint order of (1)
, in her/his capacity as the of Grantee, or her/his duly
authorized designee, (2) the Commissioner or any Managing Deputy Commissioner of the Department of Assets, Information and Services, and (3) any officer of Lender. That written order must be substantially in the form of Schedule 2 attached hereto. The joint order shall be
accompanied by a written statement from , Grantee's general contractor or
environmental remediation contractor, in substantially the form of Schedule 3 attached hereto, which statement shall be attached to the joint order. Draw requests can be submitted on a monthly basis (i.e., within 30 days of Grantee incurring the expense for Approved Project Costs.
3. Escrowee is hereby expressly authorized to disregard, in its sole discretion, any
and all notices or warnings not given jointly by all of the parties to this Agreement, but Escrowee
is hereby expressly authorized to regard and to comply with and obey any and all orders,
judgments or decrees entered or issued by any court with or without jurisdiction, and in case
Escrowee obeys or complies with any such order, judgment or decree of any court, it shall not be
liable to any ofthe parties to this Agreement or any other person, firm or corporation by reason of
such compliance, notwithstanding any such order, judgment or decree being entered without
jurisdiction or being subsequently reversed, modified, annulled, set aside or vacated. In case of
any suit or proceeding regarding this Agreement, to which Escrowee is or may at any time become
a party, Escrowee shall have a lien on the escrow funds for any and all costs and attorneys' fees,
whether such attorney shall be regularly retained or specifically employed, and any other
expenses that Escrowee may have incurred or become liable for on account thereof out of said

escrow funds, and the parties to this Agreement jointly and severally agree to pay Escrowee upon demand all such costs, fees and expenses so incurred.
Except as set forth in Paragraph 10 hereof, in no case shall escrow funds be surrendered except on a joint order signed by Grantee and the City or their respective legal representatives or successors or as directed pursuant to Paragraph 2 above or in obedience of the process or order of court as provided in this Agreement.
If conflicting demands are made upon Escrowee or legal action is brought in connection with this Agreement, Escrowee may withhold all performance without liability therefore, or Escrowee may file suit for interpleader or declaratory relief. If Escrowee is required to respond to any legal summons or proceedings, or if any action of interpleader or declaratory relief is brought by Escrowee, or if conflicting demands or notice by parties to this Agreement or by others are served upon Escrowee, the parties jointly and severally agree to pay escrow fees and all costs, expenses, and attorneys' fees expended or incurred by Escrowee as a result of any of the above-described events. The undersigned parties further agree to save Escrowee harmless from all losses and expenses, including reasonable attorneys' fees and court costs incurred by reason of any claim, demand, or action filed with respect to this Agreement. The undersigned jointly and severally agree to pay the fees of Escrowee and reimburse Escrowee for all expenses incurred in connection with this Agreement and direct that all sums due to Escrowee pursuant to this Agreement be deducted from the escrow funds. The undersigned hereby grant Escrowee a lien against the escrow funds to secure all sums due Escrowee. The Escrowee shall not be liable for any act which it may do or omit to do hereunder in good faith and the reasonable exercise of its own best judgment. Any act done or omitted by the Escrowee pursuant to the advice of its legal counsel shall be deemed conclusively to have been performed in good faith by the Escrowee.
This Agreement is intended to implement the terms of the Deed. It is not intended to cancel, supersede or modify such terms. The duties and responsibilities of Escrowee are limited to this Agreement and the Escrowee shall not be subject to nor obligated to recognize any other agreement between the parties, provided, however, that these escrow instructions may be amended at any time by an instrument in writing signed by all ofthe undersigned.
Grantee and the City warrant to and agree with Escrowee that, unless otherwise expressly set forth in this Agreement: (a) there is no security interest in the escrow funds or any part thereof; (b) no financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the escrow funds or any part thereof; and (c) Escrowee shall have no responsibility at any time to ascertain whether or not any security interest exists in the escrow funds or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the escrow funds or any part thereof.
8. The fee for establishing the escrow is $ , payable by Grantee at the time the
escrow funds are deposited. An annual fee of $ will be payable by Grantee for each year
(or part thereof) the escrow account remains open (with any part of the deposit not disbursed) after the anniversary of the date first set forth above. Wire transfer or overnight delivery fees will
be assessed at the rate of $ each. All fees relating to this escrow account shall be billable
to and payable solely by Grantee. Funds from the escrow account may not be used to pay any such fees, including fees for check payments after the first ten (10) such payments. The Escrowee shall disburse all funds in the escrow account to the City if Grantee fails to timely pay Escrowee such fees.

Escrowee may resign as escrow agent by giving ten (10) days prior written notice by certified mail, return receipt requested, sent to Grantee and the City care of their designated representatives and at the addresses set forth below, and thereafter Escrowee shall deliver all remaining escrow funds to a successor escrow agent named by Grantee and the City in a joint written and signed order. If Grantee and the City do not agree on a successor escrow agent, then Escrowee shall deliver all remaining escrow funds to the City.
This Agreement shall terminate ten (10) days following the earlier of: (i) the date on which Grantee completes the Environmental Compliance Work in accordance with the terms of the Deed, as evidenced by the City's issuance of a Certificate of Completion, or (ii)
, 20 , as such date may be extended in writing by the City. All funds,
including accumulated interest on the escrow funds, remaining in the escrow account on such termination date will belong to the City and the City will have the sole right to direct the Escrowee to disburse the funds in the escrow account to the City.
Any notice which the parties hereto are required or desire to give hereunder to any of the undersigned shall be in writing and may be given by mailing or delivering the same to the address ofthe undersigned by certified mail, return receipt requested, or overnight courier:
City: City of Chicago
Department of Assets, Information and Services 2 North LaSalle Street, Suite 200 Chicago, Illinois 60602 Attn: Commissioner

With copies to: City of Chicago
Department of Planning & Development 121 North LaSalle Street, Room 1000 Chicago, Illinois 60602 Attn: Commissioner

City of Chicago
Department of Law
121 North LaSalle Street, Suite 600
Chicago, Illinois 60602
Attn: Real Estate and Land Use Division
Grantee: GMO Properties LLC
1010 Lake Street, Suite 200
Oak Park, Illinois 60301
Attn:

With a copy to:


Chicago, Illinois 606
Attn: '

If Lender:

Chicago, Illinois 606 Attn: '

Escrowee.


Chicago, Illinois 606
Attn: '






GMO PROPERTIES LLC, an Illinois limited CITY OF CHICAGO liability company
By:
By: Name:
Name: Its:
Its:


LENDER: ESCROWEE:

By: By:
Name: Name:
Its: Its:
SCHEDULE 1 TO JOINT ORDER ESCROW AGREEMENT

LEGAL DESCRIPTION OF PROPERTY

See Exhibit A to Ordinance
SCHEDULE 2 TO JOINT ORDER ESCROW AGREEMENT


Disbursement Direction
I,
the
limited liability company, hereby direct
Number to pay to
the cash Deposit held in said Escrow.
of GMO Properties LLC, an Illinois
, Escrowee, under its Escrow
the sum of $ from


GMO Properties LLC, an Illinois limited liability company

By:
Name:
Its:
the




[Commissioner / Managing Deputy
Commissioner] of the City of Chicago Department of Assets, Information and Services, hereby authorize the disbursement requested above approving its payment as so directed.

City of Chicago, acting by and through its Department of Assets, Information and Services

By:_ Name: Its:
I,
[Lender], hereby direct
to pay to
cash Deposit held in said Escrow.
of
, Escrowee, under its Escrow Number
the sum of $ from the

JLender]

By:
Name: Its:

SCHEDULE 3 TO JOINT ORDER ESCROW AGREEMENT

The undersigned has served as the general contractor or remediation contractor to GMO Properties LLC, an Illinois limited liability company ("Grantee") and hereby certifies that the accompanying joint written order seeks funds to reimburse Grantee for "Approved Project Costs" incurred by Grantee for the "Environmental Compliance Work" as defined in the Quitclaim Deed
to Grantee from the City dated , 20 . The undersigned has obtained and has
included with this certification lien waivers for all the work for which reimbursement is sought.


Dated:
[General Contractor or Remediation Contractor]


By:_ Name: Title:
SCHEDULE 4 TO JOINT ORDER ESCROW AGREEMENT

APPROVED PROJECT COSTS
The funds in the Escrow Account will be used solely to reimburse Grantee for the following categories of environmental costs incurred by Grantee in the performance of the Environmental Compliance Work:
Excavation, transportation and disposal of Hazardous Substances and contaminated soils, but not including soil removal required for routine construction;
Import and compaction of CA-6 or clean soil to backfill soil area contaminated with Hazardous Substances;
Incremental costs for disposal of the construction spoils, defined as the difference between tipping fees for clean construction or demolition debris and tipping fees for special waste;
Environmental consultant costs;
Installation of vapor barriers, geotextile and soil barriers to the extent required; and
UST removal.
Such environmental costs must be based on Grantee's actual costs, verified by actual receipts, with no markup by Grantee for these costs. Such receipts must include hourly billing rates for the prime environmental consultant and any environmental subcontractors, as proposed by Grantee and approved by the City, which approval shall not be unreasonably withheld, conditioned or delayed.
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I -- GENERAL INFORMATION
Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
MO. ?/^.W?Ier f~ l o
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[^J the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: _ _
OR "
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:
Business address ofthe Disclosing Party: )0J 0 cfV, S U~i &
CaJC X L (*6$ol
Telephone?.Z3r ^.^^-^Fax: . __ Email: 0 prop*. ? jj4S&
Name of contact person:
Federal Employer Identification No. (ifyou have one):

Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable): y>/ N ^-^^-JO1! " 0/0 - C O
1>wok a St. c-( \/'4(cVnJ /J-QA hj^i-e fCk\Cc^o D^
Which City agency or department is requesting this EDS? / 0

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
¦Specification # . _ _ and Contract #
Ver.2018-1 Page lof 15
- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party:
[ ] Person [^Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [ ] Other (please specify)
For legal entities, the state (or foreign country) of incorporation or organization, if applicable:
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [ ] No [VfOrganized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any. which are legal entities (if there are no such members, write "no members which are legal entities"); (hi) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name /° _ ^ f \ ^1, Title.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 of 15

limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."

NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address j*.5(SO Percentage Interest, in the Applicant
£ on^ \o\.o uaa S±t ode* (k*ic ,
- ¦ - . .



SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [JYes [Cj"r3o

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

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



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

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).



SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

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

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Name (indicate whether Business Relationship to Disclosing Party-
retained or anticipated Address (subcontractor, attorney,
to be retained) lobbyist, etc.)
Fees ("indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is
not an acceptable response.





(Add sheets if necessary)
[t^tJheck here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
A. COURT-ORDERED CHILD SUPPORT COMPLIANCE

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

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes \^Y^> [ ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No

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


Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) ofthis EDS:

are not presently debarred, suspended,.proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date ofthis EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the
¦ ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired o'r to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:
Lb.

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").




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



C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Partypertifies that the Disclosing Party (check one)
[ ] is M>s not

a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):




If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes U*To~

NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning ofthis Part D.

Does the Matter involve a City Property Sale?

[ ] Yes [ ] No
Ifyou checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature ofthe financial interest:

Name Business Address Nature of Financial Interest






4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

_^_1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names ofany and all slaves or slaveholders described in those records:






SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes ofthis Section VI, tax credits allocated by the City and proceeds of debt obligations of tlie City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay-
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ J No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No

Ifyou checked "No" to question (1) or (2) above, please provide an explanation:




Page 10 of 15

- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text ofthis ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly-available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of infonnation contained in this EDS and also authorizes the City to verify the accuracy ofany information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION

Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

(oto^a-i OMjz, 6f GUO ^n^-^s lLCL
(Print or type exact legal name of Disclosing Party)
Bv. r'Z. J-^Ocb^
(Sign here) _(Print or type name of person signing)
ARkd^ot .S.k
(Print or type title of person signing)

Signed and sworn to before me on (date)

A-OUIltY,


Commission expires:













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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section JJ.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ JYes

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLA W/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

1. Pursuant to MCC Section 2-154-010. is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ]Yes

2. If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section
2-92-416?

[ ]Yes


3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.

























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defmed in MCC Section 2-92-385. That section, which should be consulted (wvvw.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary-history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes f ]No
l^N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). Ifyou checked "no" to the above, please explain.





















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