Office of the City Clerk - Record #: F2011-261

Record #:

F2011-261

Type:

Report

Status:

Placed on File

Intro date:

7/6/2011

Current Controlling Legislative Body:

Final action:

7/6/2011

Title:

Tax Increment Financing (TIF) Peterson/Pulaski Redevelopment Project Area Annual Report (2010)

Sponsors:

Dept./Agency

Topic:

TAX INCREMENT FINANCING DISTRICTS - Peterson/Pulaski T.I.F.

Attachments:

1. F2011-261.pdf

Date	Journal Page Number	Action By	Action	Result	Action Details	Meeting Details	Captions
7/6/2011	2028	City Council	Placed on File		Action details	Meeting details	Not available

OFFICE OF THE MAYOR

CITY OF CHICAGO

JUN 30 2011

RAHM EMANUEL

MAYOR

June 22, 2011

BY:_-

COMPTROLLER L.G.A.D.

Hand-delivered June M. Canello

TIF Administrator, Local Government Office of the Illinois Comptroller 100 West Randolph - Suite 15-500 Chicago, Illinois 60601

Re: Notice of the Designation of a City of Chicago TIF Administrator for Purposes of Filing the 2010 Tax Increment and Industrial Jobs Recovery Annual Reports for the City of Chicago (the "City")

Dear Ms. Canello:

This letter is intended to meet the requirements of your office as set forth in the "TIF Administrator Contact Information" section of your office's 'Tax Increment Finance Report Instructions" for fiscal year 2010.

Please be advised that the City's Department of Housing and Economic Development (the "Department"), which is the successor department to the prior Department of Community Development, has the primary responsibility for preparing and filing the Tax Increment and Industrial Jobs Recovery annual reports with the Illinois Comptroller as required by 65 ILCS 5/11-74.4 et seq. and 65 ILCS 5/11-74.6 et seq. The administrative head of the Department, and thus the TIF Administrator for the City, is the Commissioner of the Department of Housing and Economic Development (the "Commissioner").

Andrew J. Mooney has been the Commissioner of the Department since February 9,2011 and remains in that position to the present day. He is the TIF Administrator for the City for . purposes of filing the City's 2010 Tax Increment and Industrial Jobs Recovery Annual Reports.

Sincerely,

2010 Annual Report

Pursuant to 65 ILCS 5/ll-74.4-5(d)

June 30,2011

COM PTPOLUfeR

ANNUAL TAX INCREMENT FINANCE REPORT OFFICE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA

Name of Municipality: Chicago County: Cook UnitCode: 016/620/30

Reporting Fiscal Year: 2010 Fiscal Year End: 12/ 31 72010

First Name: Andrew J. Address: City Hall 121 N. LaSalle Telephone: (312)744-0025 E-Mail: TIFReports@cityofchicago.org

Last Name: Mooney Title: TIF Administrator City: Chicago, IL

Zip: 60602

I attest to the best of my knowledge, this report of the redevelopment project areas.in:

City/Village of Chicago_is complete and accurate at the end of this reporting

Fiscal year under theTax Increment Allocation Redevelopment Act [65 ILCS 5/11-74.4-3 et. seq.j , Or the Industrial Jobs Recovery Law [65 ILCS 5/11 -74.6-10 et. seq.j

Written signature o

dil-

e of TIF Aami

minlswator

Date

Section 1 .(65 ILCS 5/11-74.4-5 (d) (1.5) and 65 ILCS 5/11-74.6-22 (d) (1.5)*)

FILL OUT ©NESFOR-EACH TIF DISTRICT
Name of Redevelopment Project Area	Date Designated	Date Terminated
105thA/incennes	10/3/2001	12/31/2025
111th Street/Kedzie Avenue Business District	9/29/1999	9/29/2022
119th and Halsted	2/6/2002	12/31/2026
119th/l-57	11/6/2002	12/31/2026
126th and Torrence	12/21/1994	12/21/2017
134th and Avenue K	3/12/2008	3/12/2032
24th/Mlchigan	7/21/1999	7/21/2022
26th and King Drive	1/11/2006	12/31/2030
35th and Wallace	12/15/1999	12/31/2023
35th/Halsted	1/14/1997	12/31/2021
35th/State	1/14/2004	12/31/2028
40th/State	3/10/2004	12/31/2028
43rd/Cottage Grove	7/8/1998	7/8/2021
45th/Western Industrial Park Conservation Area	3/27/2002	12/31/2026
47th/Ashland	3/27/2002	12/31/2026
47th/Halsted	5/29/2002	12/31/2026
47th/King Drive	3/27/2002	12/31/2026
47th/State	7/21/2004	12/31/2028
49th Street/St. Lawrence Avenue	1/10/1996	12/31/2020
51st/ Archer	5/17/2000	12/31/2024
53rd Street	1/10/2001	12/31/2025
60th and Western	5/9/1996	5/9/2019

"All statutory citations refer to one of two sections of the Illinois Municipal Code: et seq.] or the Industrial Jobs Recovery Law [65 ILCS 5/11-74.6-10 et. seq.)

the Tax Increment Allocation Redevelopment Act [65 ILCS 5/11-74.4-3

Jam's K/n>omi>son Center t/)en] Cfwcniuu'iil Diviutm 100 SV. Itii.iiilolpli Slivcl. SliilV I.MIKI Cbienso. JUSOM!

Td.: 1877) 301 »«<)!) Ki.v, fllltl SI i-2986 K-nwil: l.xi|.«^iiiiiil.ioc.iliUfr.il.iu

ANNUAL TAX INCREMENT FINANCE REPORT OFFICE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA

Name of Municipality: Chicago Reporting Fiscal Year: 2010

County:Cook Fiscal Year End: 12 /31 /2010

UnitCode: 016/620/30

63rd/Ashland	3/29/2006	12/31/2030
63rd/Pulaskl	5/17/2000	12/31/2024
67th/Clcero	10/2/2002	12/31/2026
69th/Ashland	11/3/2004	12/31/2028
71st and Stony Island	10/7/1998	10/7/2021
72nd and Cicero	11/17/1993	11/17/2016
73rd and Kedzie	11/17/1993	11/17/2016
73rd/University	9/13/2006	12/31/2030
79th and Cicero	6/8/2005	7/8/2021
79th Street Corridor	7/8/1998	12/31/2025
79th Street/Southwest Highway	10/3/2001	12/31/2029
79thA/incennes	9/27/2007	12/31/2031
83rd/Stewart	3/31/2004	12/31/2028
87th/Cottage Grove	11/13/2002	12/31/2026
89th and State	4/1/1998	4/1/2021
95th and Western	7/13/1995	7/13/2018
95th Street and Stony Island	5/16/1990	5/16/2013
Addison Corridor North	6/4/1997	6/4/2020
Addison South	5/9/2007	12/31/2031
Archer Courts	5/12/1999	12/31/2023
Archer/ Central	5/17/2000	12/31/2024
Archer/Western	2/11/2009	12/31/2033
Armitage/Pulaski	6/13/2007	12/31/2031
Austin/Commercial	9/27/2007	12/31/2031
Avalon Park/South Shore	7/31/2002	12/31/2026
Avondale	7/29/2009	12/31/2033
Belmont/ Central	1/12/2000	12/31/2024
Belmont/Cicero	1/12/2000	12/31/2024
Bronzeville	11/4/1998	12/31/2022
Bryn Mawr/Broadway	12/11/1996	12/11/2019
Calumet Avenue/Cermak Road	7/29/1998	7/29/2021
Calumet River	3/10/210	12/31/2034
Canal/Congress	11/12/1998	12/31/2022
Central West	2/16/2000	12/31/2024
Chatham-Ridge	12/18/1986	12/31/2010(1)
Chicago/ Kingsbury	4/12/2000	12/31/2024
Chicago/Central Park	2/27/2002	12/31/2026
Chicago Lakeside Development - Phase 1 (USX)	5/12/2010	12/31/2034
Chinatown Basin	12/18/1986	12/31/2010
Cicero/Archer	5/17/2000	12/31/2024
Clark Street and Ridge Avenue	9/29/1999	9/29/2022
Clark/Montrose	7/7/1999	7/7/2022
Commercial Avenue	11/13/2002	12/31/2026
Devon/Sheridan	3/31/2004	12/31/2028

COMPTROLLER

(1) This TIF has been terminated; however, the sales tax portion continues to exist for the sole purpose of servicing outstanding obligations which may be retired early at which point the sales tax portion will also terminate.

C QM P.TROlLE R

ANNUAL TAX INCREMENT FINANCE REPORT OFFICE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA

Name of Municipality: Chicago Reporting Fiscal Year: 2010

County:Cook Fiscal Year End: 12/31 /2010

Unit Code: 016/620/30

Devon/Western	11/3/1999	12/31/2023
Diversey/ Narragansett	2/5/2003	12/31/2027
DIvlsion/Homan	6/27/2001	12/31/2025
Division/North Branch	3/15/1991	3/15/2014
DIvlslon-Hooker	7/10/1996	7/10/2019
Drexel Boulevard	7/10/2002	12/31/2026
Eastman/North Branch	10/7/1993	10/7/2016
Edgewater	12/18/1986	12/18/2009
Edgewater/ Ashland	10/1/2003	12/31/2027
Elston/Armstrong Industrial Corridor	7/19/2007	12/31/2031
Englewood Mall	11/29/1989	11/29/2012
Englewood Neighborhood	6/27/2001	12/31/2025
Ewing Avenue	3/10/2010	12/31/2034
Forty-first Street and Dr. Martin Luther King, Jr. Drive	7/13/1994	7/13/2017
Fuilerton/ Milwaukee	2/16/2000	12/31/2024
Galewood/Armitage Industrial	7/7/1999	7/7/2022
Goose Island	7/10/1996	7/10/2019
Greater Southwest Industrial Corridor (East)	3/10/1999	12/31/2023
Greater Southwest Industrial Corridor (West)	4/12/2000	12/31/2024
Harlern Industrial Park Conservation Area	3/14/2007	12/31/2031
Harrison/Central	7/26/2006	12/31/2030
Hollywood/Sheridan	11/7/2007	12/31/2031
Homan/Grand Trunk '	12/15/1993	12/15/2016
Homan-Arthington	2/5/1998	2/5/2021
Howard-Paulina	10/14/1988	10/14/2011
Humboldt Park Commercial	6/27/2001	12/31/2025
Irving Park/Elston	5/13/2009	12/31/2033
Irving/Cicero	6/10/1996	12/31/2020
Jefferson Park Business District	9/9/1998	9/9/2021
Jefferson/ Roosevelt	8/30/2000	12/31/2024
Kennedy/Kimball	3/12/2008	3/12/2032
Kinzie Industrial Corridor	6/10/1998	6/10/2021
Kostner Avenue	11/5/2008	11/5/2032
Lake Calumet Area Industrial	12/13/2000	12/31/2024
Lakefront	3/27/2002	12/31/2026
Lakeside/Clarendon	7/21/2004	12/31/2028
LaSalle Central	11/15/2006	12/31/2030
Lawrence/ Kedzie	2/16/2000	12/31/2024
Lawrence/Broadway	6/27/2001	12/31/2025
Lawrence/Pulaski	2/27/2002	12/31/2026
Lincoln Avenue	11/3/1999	12/31/2023
Lincoln-Belmont-Ashland	11/2/1994	11/2/2017
Little Village East	4/22/2009	12/31/2033
Little Village Industrial Corridor	6/13/2007	12/31/2031

ANNUAL TAX INCREMENT FINANCE REPORT OFFICE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA

Name of Municipality: Chicago Reporting Fiscal Year: 2010

County:Cook Fiscal Year End: 12 /31 /2010

Unit Code: 016/620/30

Madden/Wells	11/6/2002	12/31/2026
Madison/Austin Corridor	9/29/1999	12/31/2023
Michigan/Cermak	9/13/1989	9/13/2012
Midway Industrial Corridor	2/16/2000	12/31/2024
Midwest	5/17/2000	12/31/2024
Montclare	8/30/2000	12/31/2024
Montrose/Clarendon	6/30/2010	12/31/2034
Near North	7/30/1997	7/30/2020
Near South	11/28/1990	12/31/2014
Near West	3/23/1989	12/31/2013
North Branch (North)	7/2/1997	12/31/2021
North Branch (South)	2/5/1998	2/5/2021
North Pullman	6/30/2009	12/31/2033
North-Cicero	7/30/1997	7/30/2020
Northwest Industrial Corridor	12/2/1998	12/2/2021
Ogden/Pulaski	4/9/2008	4/9/2032
Ohio/Wabash	6/7/2000	12/31/2024
Pershing/King	9/5/2007	12/31/2031
Peterson/ Cicero	2/16/2000	12/31/2024
Peterson/ Pulaski	2/16/2000	12/31/2024
Pilsen Industrial Corridor	6/10/1998	12/31/2022
Portage Park	9/9/1998	9/9/2021
Pratt/Ridge Industrial Park Conservation Area	6/23/2004	12/31/2028
Pulaski Corridor	6/9/1999	6/9/2022
Randolph and Wells	6/9/2010	12/31/2034
Ravenswood Corridor	3/9/2005	12/31/2029
Read-Dunning	1/11/1991	12/31/2015
River South	7/30/1997	7/30/2020
River West	1/10/2001	12/31/2025
Roosevelt/Canal	3/19/1997	12/31/2021
Roosevelt/Cicero	2/5/1998	2/5/2021
Roosevelt/Racine	11/4/1998	12/31/2022
Roosevelt/Union	5/12/1999	5/12/2022
Roosevelt-Homan	12/5/1990	12/5/2013
Roseland/Mlchlgan	1/16/2002	12/31/2026
Sanitary Drainage and Ship Canal	7/24/1991	7/24/2014
South Chicago	4/12/2000	12/31/2024
South Works Industrial	11/3/1999	12/31/2023
Stevenson/Brighton	4/11/2007	12/31/2031
Stockyards Annex	12/11/1996	12/31/2020
Stockyards Industrial Commercial	3/9/1989	3/9/2012
Stockyards Southeast Quadrant Industrial	2/26/1992	2/26/2015
Stony Island Avenue Commercial and Burnslde Industrial Corridors	6/10/1998	6/10/2021
Touhy/Western	9/13/2006	12/31/2030

COMPTROLLER

ANNUAL TAX INCREMENT FINANCE REPORT OFFICE OF ILLINOIS COMPTROLLER JUDY BAAR TOPINKA

Name of Municipality: Chicago Reporting Fiscal Year: 2010

County:Cook Fiscal Year End: 12/31 /2010

UnitCode: 016/620/30

Weed/Fremont	1/8/2008	1/8/2032
West Grand	6/10/1996	6/10/2019
West Irving Park	1/12/2000	12/31/2024
West Pullman Industrial Park	3/11/1998	3/11/2021
West Ridge-Peterson Avenue	10/27/1986	12/31/2010
West Woodlawn	5/12/2010	12/31/2034
Western Avenue North	1/12/2000	12/31/2024
Western Avenue Rock Island	2/8/2006	12/31/2024
Western Avenue South	1/12/2000	12/31/2030
Western/Ogden	2/5/1998	2/5/2021
Wilson Yard	6/27/2001	12/31/2025
Woodlawn	1/20/1999	1/20/2022

COM PTROLLE R

SECTION 2 [Sections 2 through 5 must be completed for each redevelopment project area listed in Section 1.]

Name of Redevelopment Project Area: Peterson/Pulaski Redevelopment Project Area_

Primary Use of Redevelopment Project Area*: Combination/Mixed_

If "Combination/Mixed" List Component Types: Commercial/Industrial_

Under which section of the Illinois Municipal Code was Redevelopment Project Area designated? (check one): Tax Increment Allocation Redevelopment Act X _Industrial Jobs Recovery Law _

	No	Yes
Were there any amendments to the redevelopment plan, the redevelopment project area, or the State Sales Tax Boundary? [65 ILCS 5/11-74.4-5 (d) (1) and 5/11-74.6-22 (d) (1)j If ves, please enclose the amendment labeled Attachment A	X
Certification of the Chief Executive Officer of the municipality that the municipality has complied with all of the requirements ofthe Act during the preceding fiscal year. [65 ILCS 5/11-74.4-5 (d) (3) and 5/11-74.6-22 (d) (3)] Please enclose the CEO Certification labeled Attachment B	j « >_ *« ^ >	X
Opinion of legal counsel that municipality is in compliance with the Act. [65 ILCS 5/11-74.4-5 (d) (4) and 5/11-74.6-22 (d)(4)] Please enclose the Leqal Counsel Opinion labeled Attachment C	■f ^ it*	X
Were there any activities undertaken in furtherance of the objectives of the redevelopment plan, including any project implemented in the preceding fiscal year and a description of the activities undertaken? [65 ILCS 5/11-74.4-5 (d) (7) (A and B) and 5/11-74.6-22 (d) (7) (A and B)J If ves, please enclose the Activities Statement labeled Attachment D		X
Were any agreements entered into by the municipality with regard to the disposition or redevelopment of any property within the redevelopment project area or the area within the State Sales Tax Boundary? [65 ILCS 5/11-74.4-5 (d) (7) (C) and 5/11-74.6-22 (d) (7) (C)j If yes, please enclose the Aqreement(s) labeled Attachment E		X
Is there additional information on the use of all funds received under this Division and steps taken by the municipality to achieve the objectives of the redevelopment plan? [65 ILCS 5/11-74.4-5 (d) (7) (D) and 5/11-74.6-22 (d) (7) (D)j If yes, please enclose the Additional Information labeled Attachment F		X
Did the municipality's TIF advisors or consultants enter into contracts with entities or persons that have received or are receiving payments financed by tax increment revenues produced by the same TIF? [65 ILCS 5/11-74.4-5 (d) (7) (E) and 5/11-74.6-22 (d) (7) (E)j If yes, please enclose the contract(s) or description ofthe contract(s) labeled Attachment G	X
Were there any reports or meeting minutes submitted to the municipality by the joint review board? [65 ILCS 5/11-74.4-5 (d) (7) (F) and 5/11-74.6-22 (d) (7) (F)j If yes, please enclose the Joint Review Board Report labeled Attachment H	X
Were any obligations issued by municipality? [65 ILCS 5/11-74.4-5 (d) (8) (A) and 5/11-74.6-22 (d) (8) (A)] If ves, please enclose the Official Statement labeled Attachment 1	X
Was analysis prepared by a financial advisor or underwriter setting forth the nature and term of obligation and projected debt service including required reserves and debt coverage? [65 ILCS 5/11-74.4-5 (d) (8) (B) and 5/11-74.6-22 (d) (8) (B)j If ves, please enclose the Analysis labeled Attachment J	X
Cumulatively, have deposits equal or greater than $100,000 been made into the special tax allocation fund? 65 ILCS 5/11-74.4-5 (d) (2) and 5/11-74.6-22 (d) (2) If yes, please enclose Audited financial statements of the special tax allocation fund labeled Attachment K		X
Cumulatively, have deposits of incremental revenue equal to or greater than $100,000 been made into the special tax allocation fund? [65 ILCS 5/11-74.4-5 (d) (9) and 5/11-74.6-22 (d) (9)] If yes, please enclose a certified letter statement reviewing compliance with the Act labeled Attachment L		X
A list ot all intergovernmental agreements in ettect in FY 2010, to which the municipality is a part, and an accounting of any money transferred or received by the municipality during that fiscal year pursuant to those intergovernmental agreements. [65 ILCS 5/11-74.4-5 (d) (10)] If yes, please enclose list only ofthe intergovernmental agreements labeled Attachment M		X

* types include: Central Business District, Retail, Other Commercial, Industrial, Residential, and Combination/Mixed.

FY 2010 Section 2

SECTION 3.1 - (65 ILCS 5/11-74.4-5 (d) (5) and 65 ILCS 5/11-74.6-22 (d) (5)) Provide an analysis of the special tax allocation fund.

Fund Balance at Beginning of Reporting Period Revenue/Cash Receipts Deposited In Fund During Reporting FY:

| Reporting Year | Cumulative * | $ 4,829,848 |

			% of Total
Property Tax Increment	996,289	$ 7,280,257	100%
State Sales Tax Increment			0%
Local Sales Tax Increment			0%
State Utility Tax Increment			0%
Local Utility Tax Increment			0%
Interest	4,890		0%
Land/Building Sale Proceeds			0%
Bond Proceeds			0%
Transfers in from Municipal Sources (Porting in)			0%
Private Sources			0%
Other (identify source : if multiple other sources, attach schedule)			0%

Total Amount Deposited In Special Tax Allocation Fund During Reporting Period

Cumulative Total Revenues/Cash Receipts

Total Expenditures/Cash Disbursements (Carried forward from Section 3.2)

Transfers out to Municipal Sources (Porting out)

Distribution of Surplus

Total Expenditures/Disbursements

NET INCOME/CASH RECEIPTS OVER/(UNDER) CASH DISBURSEMENTS FUND BALANCE, END OF REPORTING PERIOD

1,001,179

670,051

331,128

$ 5,160,976

7,280,257

100%|

- if there is a positive fund balance at the end of the reporting period, you must complete Section 3.3

* Except as set forth in the next sentence, each amount reported on the rows below, if any, is cumulative from the inception of the respective Project Area. Cumulative figures for the categories of 'Interest,' land/Building Sale Proceeds' and 'Other' may not be fully available for this report due to either of the following: (i) the disposal of certain older records pursuant to the City's records retention policy, or (ii) the availability of records only from January 1, 1997 forward.

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

SECTION 3.2 A- (65 ILCS 5/11 -74.4-5 (d) (5) and 65 ILCS 5/11 -74.6-22 (d) (5))

ITEMIZED LIST OF ALL EXPENDITURES FROM THE SPECIAL TAX ALLOCATION FUND

(by category of permissible redevelopment cost, amounts expended during reporting period)

FOR AMOUNTS >$10,000 SECTION 3.2 B MUST BE COMPLETED

Category of Permissible Redevelopment Cost [65 ILCS 5/11-74.4-3 (q) and 65 ILCS 5/11-74.6-10 (o)]

Reporting Fiscal Year

1. Costs of studies, administration and professional sen/icesSubsections (q)(1) and (o) (1)
	18,353	-kT h cTH. -

		»■ vf 6,1^
		< f ' (*■>'

		it. *■ l" I'
		Si	**
		$ 18.353
2. Cost of marketing sitesSubsections (q)(1.6) and (o)(1.6)	mmsmm
		~i , r> \ - si¹ -






		$
3. Property assembly, demolition, site preparation and environmental site improvement costs. Subsection (q)(2), (o)(2) and (o)(3)
	150,000

		* 1* Its A'
		i 1



		$ 150.000
4. Costs of rehabilitation, reconstruction, repair or remodeling and replacement of existing public buildings. Subsection (q)(3) and (o)(4)	SIlSSIlMliii:;
	413,634
		f 4"-

		if > j.>-' i' i

		* _ ■> '

		$ 413.634
5. Costs of construction of public works and improvements. Subsection (q)(4) and (o)(5)	mmmmmmsm
	88,064	r ' i n






		$ 88.064
6. Costs of removing contaminants required by environmental laws or rules (o)(6) - Industrial Jobs Recovery TIFs ONLY		V IF ^{ T* \|. » ¹ J> -< <r\ <-
		1 Is - 1



		' -'v tr T?h ~ ^l"


		$

FY 2010 TIF Name: Peterson/Pulaski Redevelopment Proiect Area

7. Cost of job training and retraining, including "welfare to work" programs Subsection (q)(5), (o)(7) and (o)(12)

		«». «■f . i*

		. r ~" WSTZf*



		$
8. Financing costs. Subsection (q) (6) and (o)(8)







		$
9. Approved capital costs. Subsection (q)(7) and (o)(9)



		* 'j

		_Ai" , V > * ? " ^1

		$
10. Cost of Reimbursing school districts for their increased costs caused by TIF assisted housing projects. Subsection (q)(7.5) - Tax Increment Allocation Redevelopment TIFs ONLY	tfP 1	,^ 1 * * ¹



		v >:. ,*f »«
		- - ; . -s
		. - ,i
		" ■>
		$
11. Relocation costs. Subsection (q)(8) and (o)(10)







		$
12. Payments in lieu of taxes. Subsection (q)(9) and (o)(11)		- ;

		< »> V





		$
13. Costs of job training, retraining advanced vocational or career education provided by other taxing bodies. Subsection (q)(10) and (o)(12)		'S'ii

		^ 1





		$

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

14. Costs of reimbursing private developers for interest expenses Incurred on approved redevelopment projects. Subsection (q)(11)(A-E) and (o)(13)(A-E)
		f ' ! \| * ⁱ ^<
		i
		' \ V 1¹ '" ¹1'i' ■> - If,




		$
15. Costs of construction of new housing units for low income and very low-income households, Subsection (q)(11)(F) - Tax Increment Allocation Redevelopment TIFs ONLY




		i * U ^ i
		1 - " *
		f *■ j-
		$
16. Cost of day care services and operational costs of day care centers. Subsection (q) (11.5) -Tax Increment Allocation Redevelopment TIFs ONLY



		i f

		1 ^

		$

|TOTAL ITEMIZED EXPENDITURES 1 1 $ 670,05?!

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

Section 3.2 B

List all vendors, including other municipal funds, that were paid in excess of $10,000 during the current reporting year.*

Name	Service	Amount
City Staff Costs¹	Administration	$15,058
Centerpoint Properties Trust	Development	$150,000
SomerCor 504, Inc.	Rehabilitation Program	$413,634
H W Lochner Inc.	Public Improvement	$43,693
Chicago Department of Transportation	Public Improvement	$16,604
Roula Associates Chartered	Public Improvement	$16,217

¹ Costs relate directly to the salaries and fringe benefits of employees working solely on tax increment financing districts. * This table may include payments for Projects that were undertaken prior to 11/1/1999.

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

SECTION 3.3 ■ (65 ILCS 5/11-74.4-5 (d) (5) 65 ILCS 11-74.6-22 (d) (5))

Breakdown of the Balance in the Special Tax Allocation Fund At the End of the Reporting Period (65 ILCS 5/11-74.4-5 (d) (5) (D) and 65 ILCS 5/11-74.6-22 (d) (5) (D))

FUND BALANCE, END OF REPORTING PERIOD

1. Description of Debt Obligations

5,160,976

Amount of Original Issuance

Amount Designated

Reserved for debt service	$	$

Total Amount Designated for Obligations 2. Description of Project Costs to be Paid

Designated for future redevelopment project costs		$ 5,160,976

Total Amount Designated for Project Costs

TOTAL AMOUNT DESIGNATED SURPLUSV(DEFICIT)

5,160,976 5,160,976

*NOTE: If a surplus is calculated, the municipality may be required to repay the amount to overlapping taxing districts.

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

SECTION 4 [65 ILCS 5/11-74.4-5 (d) (6) and 65 ILCS 5/11-74.6-22 (d) (6)]

Provide a description of all property purchased by the municipality during the reporting fiscal year within the redevelopment project area.

X No property was acquired by the Municipality Within the Redevelopment Project Area

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

SECTION 5 - 65 ILCS 5/11-74.4-5 (d) (7) (G) and 65 ILCS 5/11-74.6-22 (d) (7) (G)

Please include a brief description of each project.

See "General Notes" Below.

11/1/99 to Date

Estimated Investment for Subsequent Fiscal Year

Total Estimated to Complete Project

TOTAL:
Private Investment Undertaken	$		$				$ 25,249,387
Public Investment Undertaken	$ 670,807		$ 551,398				$ 7,500,000
Ratio of Private/Public Investment	0		mmmmmmm				3 11/30
Project 1: Small Business Improvement Fund (SBIF) **	Project is Ongoing ***
Private Investment Undertaken					$ 2,250,000
Public Investment Undertaken	$ 370,807			$ 376,398	$ 1,500,000
Ratio of Private/Public Investment	0				1 1/2
Project 2: CCH	Project is Ongoing ***
Private Investment Undertaken					$ 16,253,113
Public Investment Undertaken					$ 5,000,000
Ratio of Private/Public Investment	0		ilSltllfllSlif iitit		3 1/4
Project 3: Center Point Properties Trust (Beltone Building)	Project is Ongoing ***
Private Investment Undertaken (See Instructions)						$ 6,746,274
Public Investment Undertaken	$ 300,000	$ 175,000				$ 1,000,000
Ratio of Private/Public Investment	0					6 50/67

** Depending on the particular goals of this type of program, the City may: i) make an advance disbursement of the entire public investment amount to the City's program administrator, ii) disburse the amounts through an escrow account, or iii) pay the funds out piecemeal to the program administrator as each ultimate grantee's rehabilitation work is approved under the program.

*** As of the last date of the reporting fiscal year, the construction of this Project was ongoing; the Private Investment Undertaken and Ratio figures for this Project will be reported on the Annual Report for the fiscal year in which the construction of the Project is completed and the total Private Investment figure is available.

General Notes

(a) Each actual or estimated Public Investment reported here is, to the extent possible, comprised only of payments financed by tax increment revenues. In contrast, each actual or estimated Private Investment reported here is, to the extent possible, comprised of payments financed by revenues that are not tax increment revenues and, therefore, may include private equity, private lender financing, private grants, other public monies, or other local, state or federal grants or loans.

(b) Each amount reported here under Public Investment Undertaken, Total Estimated to Complete Project, is the maximum amount of payments financed by tax increment revenues that could be made pursuant to the corresponding Project's operating documents, but not including interest that may later be payable on developer notes, and may not necessarily reflect actual expenditures, if any, as reported in Section 3 herein. The total public investment amount ultimately made under each Project will depend upon the future occurrence of various conditions, including interest that may be payable on developer notes as set forth in the Project's operating documents.

(c)Each amount reported here under Public Investment Undertaken, 11/1/1999 to Date, is cumulative from the Date of execution ofthe corresponding Project to the end ofthe reporting year, and may include interest amounts paid to finance the Public Investment amount. Projects undertaken prior to 11/1/1999 are not reported on this table.

(d) Intergovernmental agreements, if any, are reported on Attachment M hereto.

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

STATE OF ILLINOIS COUNTY OF COOK

)

) SS )

Attachment B

CERTI

TO:

Judy Baar Topinka

Comptroller of the State of Illinois

James R. Thompson Center

100 West Randolph Street, Suite 15-500

Chicago, Illinois 60601

Attention: June Canello, Director of Local

Government

Dolores Javier, Treasurer

City Colleges of Chicago

226 West Jackson Boulevard, Room 1125

Chicago, Illinois 60606

Herman Brewer Director

Cook County Bureau of Planning & Dev. 69 West Washington Street, Suite 2900 Chicago, Illinois 60602

ICATI'ON

Jean-Claude Brizard Chief Executive Officer Chicago Board of Education 125 South Clark Street, 5th Floor Chicago, Illinois 60603

Jacqueline Torres, Director of Finance Metropolitan Water Reclamation District of Greater Chicago

100 East Erie Street, Room 2429 Chicago, Illinois 60611

Douglas Wright

South Cook County Mosquito Abatement District

155th & Dixie Highway P.O.Box 1030 Harvey, Illinois 60426

Dan Donovan, Comptroller Forest Preserve District of Cook County 69 W. Washington Street, Suite 2060 Chicago, IL 60602

Michael P. Kelly, Interim General Superintendent & CEO Chicago Park District 541 North Fairbanks Chicago, Illinois 60611

I, Rahm Emanuel, in connection with the annual report (the "Report") of information required by Section 1 l-74.4-5(d) of the Tax Increment Allocation Redevelopment Act, 65 ILCS5/11-74.4-1 et seg,, (the "Act") with regard to the Peterson/Pulaski Redevelopment Project Area (the "Redevelopment Project Area"), do hereby certify as follows:

Attachment B

1. I am the duly qualified and acting Mayor of the City of Chicago, Illinois (the "City") and, as such, I am the City's Chief Executive Officer. This Certification is being given by me in such capacity.

2. During the preceding fiscal year of the City, being January 1 through December 31, 2010, the City complied, in all material respects, with the requirements of the Act, as applicable from time to time, regarding the Redevelopment Project Area.

3. In giving this Certification, I have relied on the opinion of the Corporation Counsel of the City furnished in connection with the Report.

4. This Certification may be relied upon only by the addressees hereof.

IN WITNESS WHEREOF, I have hereunto affixed my official signature as of this 30th day of June, 2011.

Rahm Emanuel, Mayor City of Chicago, Illinois

Department of Law

June30,2011 CITY OF CHICAGO

Attachment C

Judy Baar Topinka

Comptroller of the State of Illinois

James R. Thompson Center

100 West Randolph Street, Suite 15-500

Chicago, Illinois 60601

Attention: June Canello, Director of Local

Government

Dolores Javier, Treasurer

City Colleges of Chicago

226 West Jackson Boulevard, Room 1125

Chicago, Illinois 60606

Jean-Claude Brizard Chief Executive Officer Chicago Board of Education 125 South Clark Street, 5th Floor Chicago, Illinois 60603

Jacqueline Torres, Director of Finance Metropolitan Water Reclamation District of Greater Chicago 100 East Erie Street, Room 2429 Chicago, Illinois 60611

Herman Brewer Director

Cook County Bureau of Planning & Dev. 69 West Washington Street, Suite 2900 Chicago, Illinois 60602

Douglas Wright

South Cook County Mosquito Abatement District

155th & Dixie Highway P.O.Box 1030 Harvey, Illinois 60426

Dan Donovan, Comptroller Forest Preserve District of Cook County 69 W. Washington Street, Suite 2060 Chicago, IL 60602

Michael P. Kelly, Interim General Superintendent & CEO Chicago Park District 541 North Fairbanks Chicago, Illinois 60611

Re: Peterson/Pulaski

Redevelopment Project Area (the "Redevelopment Project Area")

Dear Addressees:

I am the Corporation Counsel of the City of Chicago, Illinois (the "City") and, in such capacity, I am the head of the City's Law Department. In such capacity, I am providing the opinion required by Section 1 l-74.4-5(d)(4) of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11 -74.4-1 et sea., (the "Act"), in connection with the submission of the report (the "Report") in accordance with, and containing the information required by, Section 1 l-74.4-5(d) of the Act for the Redevelopment Project Area.

121 NORTH LASALLE STREET, ROOM 600, CHICAGO. ILLINOIS 60602

Attachment C

Opinion of Counsel for 2010 Annual Report Page 2

June 30, 2011

Attorneys, past and present, in the Law Department of the City and familiar with the requirements of the Act, have had general involvement in the proceedings affecting the Redevelopment Project Area, including the preparation of ordinances adopted by the City Council of the City with respect to the following matters: approval of the redevelopment plan and project for the Redevelopment Project Area, designation of the Redevelopment Project Area as a redevelopment project area, and adoption of tax increment allocation financing for the Redevelopment Project Area, all in accordance with the then applicable provisions ofthe Act. Various departments of the City, including, if applicable, the Law Department, Department of Housing and Economic Development, Department of Finance and Office of Budget and Management (collectively, the "City Departments"), have personnel responsible for and familiar with the activities in the Redevelopment Project Area affecting such Department(s) and with the requirements of the Act in connection therewith. Such personnel are encouraged to seek and obtain, and do seek and obtain, the legal guidance of the Law Department with respect to issues that may arise from time to time regarding the requirements of, and compliance with, the Act.

In my capacity as Corporation Counsel, I have relied on the general knowledge and actions of the appropriately designated and trained staff of the Law Department and other applicable City Departments involved with the activities affecting the Redevelopment Project Area. In addition, I have caused to be examined or reviewed by members of the Law Department of the City the certified audit report, to the extent required to be obtained by Section 1 l-74.4-5(d)(9) of the Act and submitted as part of the Report, which is required to review compliance with the Act in certain respects, to determine if such audit report contains information that might affect my opinion. I have also caused to be examined or reviewed such other documents and records as were deemed necessary to enable me to render this opinion. Nothing has come to my attention that would result in my need to qualify the opinion hereinafter expressed, subject to the limitations hereinafter set forth, unless and except to the extent set forth in an Exception Schedule attached hereto as Schedule 1.

Based on the foregoing, I am of the opinion that, in all material respects, the City is in compliance with the provisions and requirements ofthe Act in effect and then applicable at the time actions were taken from time to time with respect to the Redevelopment Project Area.

This opinion is given in an official capacity and not personally and no personal liability shall derive herefrom. Furthermore, the only opinion that is expressed is the opinion specifically set forth herein, and no opinion is implied or should be inferred as to any other matter. Further, this opinion may be relied upon only by the addressees hereof and the Mayor ofthe City in providing his required certification in connection with the Report, and not by any other party.

Stephen R. Patton Corporation Counsel

ATTACHMENT C

SCHEDULE 1 (Exception Schedule)

(X) ( )

No Exceptions

Note the following Exceptions:

ATTACHMENTS D, E and F

ATTACHMENT D

Activities Statement

Projects that were implemented during the preceding fiscal year, if any, are set forth below:

Name of Proiect CCH

Redevelopment activities undertaken within this Project Area during the preceding fiscal year, if any, have been made pursuant to: (i) the Redevlopment Plan for the Project Area, and (ii) any Redevelopment Agreements affecting the Project Area, and are set forth in Section 3 herein by TIF-eligible expenditure category.

ATTACHMENT E

Agreements

Agreements entered into concerning the disposition or redevelopment of property within the Project Area during the preceding fiscal year, if any, are attached hereto.

None

ATTACHMENT F

Additional Information

The amounts shown elsewhere in this report, including those shown in Section 3 herein, have been used to pay for project cost within the Project Area and for debt service (if applicable), all in furtherance of the objectives of the Redevelopment Plan for the Project Area.

FY 2010

TIF Name: Peterson/Pulaski Redevelopment Proiect Area

ATTACHMENT D

S:\Finance\CCH\Redevelopment Agreement-v10.doc

Doc#: 1014734037 Fee: $190.00 Eugene "Qene" Moote RHSP Fee:$10.00 Cook County Recorder of Deeds Date: 05/27/2010 01:29 PM Pg: 1 of 78

CCH INCORPORATED REDEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF CHICAGO AND

CCH INCORPORATED

This agreement was prepared by and after recording return to: Randall Johnson, Esq. City of Chicago Law Department 121 North LaSalle Street, Room 600 Chicago, IL 60602

■M......

Peterson/Pulaski Redevelopment Project Area

1014734037 Page: 2 of 78

TABLE OF CONTENTS

PAGE

SECTION 3. THE PROJECT 8

3.01 The Project 8

3.02 Scope Drawings and Plans and Specifications 8

3.03 Proiect Budget 8

3.04 Change Orders 9

3.05 DCD Approval 9

3.06 Other Approvals 9

3.07 Progress Reports and Survey Updates 9

3.08 Inspecting Agent or Architect 10

3.09 Barricades 10

3.10 Signs and Public Relations 10

3.11 Utility Connections 10

3.12 Permit Fees 10

SECTION 4. FINANCING 10

4.01 Total Proiect Cost and Sources of Funds 10

4.02 Developer Funds 10

4.03 City Funds 11

4.04 Reguisition Form 12

4.05 Treatment of Prior Expenditures and Subseguent Disbursements 13

4.06 Cost Overruns 13

4.07 Preconditions of Disbursement or Execution of Certificate of Expenditure 13

4.08 Conditional Grant 15

SECTION 5. CONDITIONS PRECEDENT 15

5.01 Proiect Budget 15

5.02 Scope Drawings and Plans and Specifications 15

5.03 Other Governmental Approvals 15

5.04 Financing 15

5.05 Acguisition and Title 15

5.06 Evidence of Clean Title 16

5.07 Surveys 16

5.08 Insurance 16

5.09 Opinion of the Developer's Counsel 16

5.10 Evidence of Prior Expenditures 16

5.11 Financial Statements 16

5.12 Documentation 16

5.13 Environmental 16

5.14 Corporate Documents; Economic Disclosure Statement 17

5.15 Litigation 17

1014734037 Page: 3 of 78

SECTION 6. AGREEMENTS WITH CONTRACTORS 17

6.01 Bid Requirement for General Contractor and Subcontractors 17

6.02 Construction Contract 18

6.03 Performance and Payment Bonds 18

6.04 Employment Opportunity . ■- ... 18

6.05 Other Provisions ■ ■ ■ ₁₈

SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION 18

7.01 Certificate of Completion of Construction or Rehabilitation 19

7.02 Effect of Issuance of Certificate; Continuing Obligations 19

7.03 Failure to Complete 20

7.04 Notice of Expiration of Term of Agreement 20

SECTION 8. COVENANTS/REPRESENTATIONS/WARRANTIES OF THE DEVELOPER 20

8.01 General 20

8.02 Covenant to Redevelop 22

8.03 Redevelopment Plan 22

8.04 Use of Citv Funds 22

8.05 Other Bonds 22

8.06 Job Creation and Retention; Covenant to Remain in the Citv 23

8.07 Employment Opportunity!; Progress Reports! 23

8.08 Employment Profile 24

8.09 Prevailing Wage 24

8.10 Arms-Length Transactions 24

8.11 Conflict of Interest -,, 24

8.12 Disclosure of Interest. . 24

8.13 Financial Statements ¹ 24

8.14 Insurance 24

8.15 Non-Governmental Charges 25

8.16 Developer's Liabilities 25

8.17 Compliance with Laws 25

8.18 Recording and Filing 25

8.19 Real Estate Provisions 26

8.20 Intentionally Omitted 28

8.21 Intentionally Omitted 28

8.22 Public Benefits Program 28

8.23 Job Readiness Program 28

8.24 Survival of Covenants 28

SECTION 9. COVENANTS/REPRESENTATIONSA/VARRANTIES OF CITY 29

9.01 General Covenants 29

9.02 Survival of Covenants 29

SECTION 10. DEVELOPER'S EMPLOYMENT OBLIGATIONS 29

10.01 Employment Opportunity 29

10.02 Citv Resident Construction Worker Employment Reouirement 30

10.03 MBEAA/BE Commitment 32

SECTION 11. ENVIRONMENTAL MATTERS 34

1014734037 Page: 4 of 78

SECTION 12. INSURANCE 34

SECTION 13. INDEMNIFICATION 38

13.01 General Indemnity 38

SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT 39

14.01 Books and Records 39

14.02 Inspection Rights 39

SECTION 15. DEFAULT AND REMEDIES ' 39

15.01 Events of Default ' 39

15.02 Remedies _:, 41

15.03 Curative Period 41

SECTION 16. MORTGAGING OF THE PROJECT 41

SECTION 17. NOTICE 42

SECTION 18. MISCELLANEOUS 43

18.01 Amendment 43

18.02 Entire Agreement 43

18.03 Limitation of Liability 43

18.04 Further Assurances 44

18.05 Waiver 44

18.06 Remedies Cumulative 44

18.07 Disclaimer 44

18.08 Headings 44

18.09 Counterparts 44

18.10 Severability 44

18.11 Conflict 44

18.12 Governing Law _;;, 44

18.13 Form of Documents 45

18.14 Approval 45

18.15 Assignment 45

18.16 Binding Effect 45

18.17 Force Majeure 45

18.18 Exhibits 45

18.19 Business Economic Support Act 45

18.20 Venue and Consent to Jurisdiction 46

18.21 Costs and Expenses 46

18.22 Business Relationships 46

iii

1014734037 Page: 5 of 78

LIST OF EXHIBITS

Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H-l Exhibit H-2 Exhibit I Exhibit J Exhibit K. Exhibit K-2 Exhibit I, Exhibit M Exhibit N Exhibit 0 Exhibit P Exhibit Q

* Redevelopment Area

* Property

TIF-Funded Improvements Redevelopment Plan Construction Contract Escrow Agreement *Permitted Liens

* Project Budget *MBE/WBE Budget

Approved Prior Expenditures

Opinion of Developer's Counsel

*Prcliminary TIF Projection - Real Estate Taxes

Payment Schedule For City Note

Requisition Form [use if no escrow]

*Form of City Note *Public Benefits Program Form of Subordination Agreement Form of Payment Bond Employment Plan

(An asterisk (*) indicates which exhibits are to be recorded.)

1014734037 Page: 6 of 78

[leave blank 3" x 5" space for recorder's office]

This agreement was prepared by and

after recording return lo:

Randall Johnson, Esq.

City of Chicago Law Department

121 North LaSalle Street, Room 600

Chicago, IL 60602

CCH INCORPORATED REDEVELOPMENT AGREEMENT

This CCH Redevelopment Agreement (this "Agreement") is made as of this_day

of May, 2010, by and between the City of Chicago, an Illinois municipal corporation (the "City"), through its Department of Community Development ("DCD"), and CCH Incorporated, a Delaware corporation (the "Developer").

RECITALS

A. Constitutional Authority: As a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois (the "State"), the City has the power to regulate for the protection of the public health, safety, morals and welfare of its inhabitants, and pursuant thereto, has the power to encourage private development in order to enhance the local tax base, create employment opportunities and to enter into contractual agreements with private parties in order to achieve these goals.'

B. Statutory Authority: The City is authorized under the provisions of the Tax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq., as amended from time to

1014734037 Page: 7 of 78

time (the "Act"), to finance projects that eradicate blighted conditions and conservation area factors through the use of tax increment allocation financing for redevelopment projects.

C. Citv Council Authority: To induce redevelopment pursuant to the Act, the City Council ofthe City (the "City Council") adopted the following ordinances on February 16, 2000: (1) "An Ordinance ofthe City of Chicago, Illinois Approving a Redevelopment Plan for the "Peterson/Pulaski Redevelopment Project Area"; (2) "An Ordinance ofthe City of Chicago, Illinois Designating the Peterson/Pulaski Redevelopment Project Area as a Redevelopment Project Area Pursuant to the Tax Increment Allocation .Redevelopment Act"; and (3) "An Ordinance ofthe City of Chicago, Illinois Addpting'Tax Increment Allocation Financing for the "Peterson/Pulaski 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.

D. The Proiect: The Developer has recently purchased (the "Acquisition") certain improved real property located within the Redevelopment Area at 4025 West Peterson Avenue, Chicago, Illinois 60646 and legally described on Exhibit B hereto (the "Property"), and, within the time frames set forth in Section 3.01 hereof, shall commence and complete rehabilitation of the primary improvement on the Property which is an approximately two hundred six thousand (206,000) square foot building used as a production, assembly and light manufacturing facility (the "Facility") thereon which Developer has leased for over 53 years and used for the production of legal and business publications. Rehabilitation of the Facility shall include installation of (i) a new roof (including a green roof) and (ii) improvements to major systems of the Facility including plumbing, electrical and HVAC, and a number of Facility service areas (including elevators, escalators, restrooms and cafeteria); the rehabilitation shall also include interior redesign, asbestos abatement, window replacement, installation of a new diesel engine generator and repair, re-surfacing and rehabilitation of the parking lot attendant to the Facility. Rehabilitation of the Facility and all related and attendant improvements (including but not limited to those TIF-Funded Improvements.as;._:defjned below and set forth on Exhibit C) are collectively referred to herein as the "Project,",, Theysompletion of the Project would not reasonably be anticipated without the .financing contemplated in this Agreement.

E. Redevelopment Plan: The Project will be carried out in accordance with this Agreement and the City of Chicago Peterson/Pulaski Tax Increment Financing Redevelopment Plan and Project (the "Redevelopment Plan") attached hereto as Exhibit D.

F. Citv Financing: The City agrees to use, in the amounts set forth in Section 4.03 hereof, the proceeds of the City Note (defined below) and/or Incremental Taxes (as defined below), to pay for or reimburse the Developer for the costs of TIF-Funded Improvements pursuant to the terms and conditions of this Agreement and the City Note.

In addition, the City may, in its discretion, issue tax increment allocation bonds ("TIF Bonds") secured by Incremental Taxes pursuant to a TIF bond ordinance (the TIF Bond Ordinance") at a later date as described in Section 4.03(c) hereof, the proceeds of which (the "TIF Bond Proceeds") may be used to pay for the costs of the TIF-Funded Improvements not previously paid for from Incremental Taxes (including any such payment made pursuant to any City Note provided to the Developer pursuant to this Agreement), to make payments of principal

1014734037 Page: 8 of 78

and interest on the City Note, or in order to reimburse the City for the costs of TIF-Funded Improvements.

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

SECTION 1. RECITALS

The foregoing recitals are hereby incorporated into this agreement by reference.

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 set forth below:

"Act" shall have the meaning set forth in the Recitals hereof.

"Actual Residents of the Citv" shall mean persons domiciled within the City.

"Acquisition" shall have the meaning set forth in the Recitals hereof.

"Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by or under common control with the Developer.

"Annual Compliance Report" shall mean a signed report from the Developer to the City (a) itemizing each of the Developer's obligations under the RDA during the preceding calendar year, (b) certifying the Developer's 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 is not in default with respect to any provision of the RDA, the agreements evidencing the Lender Financing, if any, or any related agreements; provided, that the obligations to be covered by the Annual Compliance Report shall include the following: (1) compliance with the Operating Covenant (Section 8.06); (2) compliance with the Jobs Covenant (Section 8.06): (3) delivery of Financial Statements and unaudited financial statements (Section 8.13); (4) delivery of updated insurance certificates, if applicable (Section 8.14); (5) delivery of evidence of payment of Non-Governmental Charges, if applicable (Section 8.15); and (6) compliance with all other executory provisions ofthe RDA.

"Available Incremental Taxes" shall mean an amount equal to the sum of the Incremental Taxes deposited in the Peterson/Rulaski Special Tax Allocation Redevelopment Project Special Tax Allocation Fund attributable to (i) ninety percent (90%) of the taxes levied on the Property beginning with the collection year in which the Certificate is issued pursuant to Section 7.01 hereof, and (ii) up to ninety percent (90%) of Incremental Taxes that has not been previously pledged to secure other City financial (or other) obligation due from the balance of the real property in the Peterson/Pulaski Redevelopment Project Area but no more than that required to, along with the amount referred to in clause (i) above, meet the payment schedule for the City Note attached thereto and to this. Agreement as Exhibit K-2; said sum of funds deposited also being adjusted to reflect the amount of the City Fee described in Section 4.05(c)

1014734037 Page: 9 of 78

hereof. Notwithstanding anything hereunder, under no circumstances shall the sum of funds which equals the Available Incremental' Taxes hereunder include any Incremental Taxes previously pledged by the City for repayment'bf. 'dr'security for, other obligations.

"Bond(s)" shall have the meaning set forth for such term in Section 8.05 hereof.

"Bond Ordinance" shall mean the City ordinance authorizing the issuance of Bonds.

"Certificate" shall mean the Certificate of Completion of Rehabilitation described in Section 7.01 hereof.

"Certificate of Expenditure" shall mean any Certificate of Expenditure referenced in the City Note pursuant to which the principal amount of the City Note will be established.

"Change Order" shall mean any amendment or modification to the Scope Drawings, Plans and Specifications or the Project Budget as described in Section 3.03, Section 3.04 and Section 3.05, respectively.

"City Council" shall have the meaning set forth in the Recitals hereof.

"City Fee" shall mean the fee described in Section 4.05(c) hereof.

"Citv Funds" shall mean the funds-pajd tp'the, Developer pursuant to the City Note.

"Citv Note" shall mean the 'Tax Increment Allocation Revenue Note (CCH, Inc. Redevelopment Project) Taxable Series [A]", to be in the form attached hereto as Exhibit fvl, in the maximum principal amount of $5,000,000, issued by the City to the Developer upon issuance of the Certificate referred to in Section 7.01 as provided herein. The City Note shall bear interest from the date of issuance at an annual rate based on the ten (10) year U.S. Treasury constant maturity as published in the daily Federal Reserve Statistical Release plus 300 basis points; the actual interest rate on the City Note shall be the median of the above-referenced calculation for fifteen (15) business days prior to the issuance of the City Note but in any event not to exceed eight percent (8%) and shall provide for accrued, but unpaid, interest to bear interest at the same annual rate.

"Closing Date" shall mean 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.

"Completion Certificate" shall mean the certificate of completion that the City may issue with respect to the construction phase of the Project pursuant to Section 7.01 hereof.

"Construction Contract" shall mean that certain contract, if any, substantially in the form attached hereto as Exhibit E, to be...entered, irifo. between the Developer and the General Contractor providing for construction of the^Project.-

"Corporation Counsel" shall mean the City's Office of Corporation Counsel.

1014734037 Page: 10 of 78

"Employees)" shall have the meaning set forth in Section 10 hereof.

"Environmental Laws" shall mean 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 secj.); (ii) any so-called "Superfund" or "Superlien" law; (iii) the Hazardous Materials Transportation Act (49 U.S.C. Section 1802 et seg.); (iv) the Resource. Conservation and Recovery Act (42 U.S.C. Section 6902 et seg.); (v) the Clean Air Act (fe'O'S.'O' Section 7401 et seg.); (vi) the Clean Water Act (33 U.S.C. Section 1251 et seq); {vii) the Toxic Substances Control Act (15 U.S.C. Section 2601 et seg.); (viii) the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136 et seg.); (ix) the Illinois Environmental' Protection Act (415 ILCS 5/1 et seg); and (x) the Municipal Code of Chicago.

"Equity" shall mean funds of the Developer (other than funds derived from Lender Financing) irrevocably available for the Project, in the amount set forth in Section 4.01 hereof, which amount may be increased pursuant to Section 4.06 (Cost Overruns) or Section 4.03.

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

"Escrow Agreement" shall mean the Escrow Agreement, if any, establishing a construction escrow, to be entered into as of the date hereof by the Title Company (or an affiliate of the Title Company), the Developer and the Developer's lender(s), if any, substantially in the form of Exhibit F attached hereto. The City shall be a party to any such Escrow Agreement in order to receive copies of all disbursement statements.

"Event of Default" shall have the meaning set forth in Section 15 hereof.

"Facility" shall have.the meaning setforthi'j^the Recitals hereof.

"Financial Statements" shall mean; complete audited financial statements of Wolters Kluwer N.V., the parent corporation of Developer, prepared by a certified public accountant in accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods and un-audited financial statements of Developer prepared in accordance with generally accepted accounting principles and practices consistently applied throughout the appropriate periods.

"General Contractor" shall mean the general contractor(s), if any, hired by the Developer; any of whom would be hired pursuant to Section 6.01. [Note: As of this date Developer does not intend to hire a General Contractor but relevant terms are left in the Agreement, in case those plans change and a General Contractor is hired}.

"Hazardous Materials" shall mean any toxic substance, hazardous substance, hazardous material, hazardous chemical or hazardous, toxic or dangerous waste defined or qualifying as such in (or for the purposes of) any Environmental Law, or any pollutant or contaminant, and shall include, but not be limited to, petroleum (including crude oil), any

1014734037 Page: 11 of 78

radioactive material or by-product material, polychlorinated biphenyls and asbestos in any form or condition.

"Incremental Taxes" shall mean such ad valorem taxes which, pursuant to the TIF Adoption Ordinance and Section 5/11-74.4-8(b) of the Act, are allocated to and when collected are paid to the Treasurer of the City of Chicago for deposit by the Treasurer into the Peterson/Pulaski Special Tax Allocation Redevelopment Project Area Special Tax Allocation TIF Fund established to pay Redevelopment Project Costs and obligations incurred in the payment thereof.

"Lender Financing" shall mean funds borrowed by the Developer from lenders and irrevocably available to pay for Costs of the Project, in the amount set forth in Section 4.01 hereof.

"MBE(sV 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.

[Note: insert the following definition if DCD wants to have the Developer's MBE/WBE compliance measured with respect to a separate project budget.]

"MBEAA/BE Budget" shall mean the budget attached hereto as Exhibit H-2, as described in Section 10.03

"MBEAA/BE Program"

"Municipal Code" shall mean the Municipal Code of the City of Chicago.

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

"Permitted Liens" shall mean those liens and encumbrances against the Property and/or the Project set forth on Exhibit G hereto.

"Permitted Mortgage" shall have,the.definition.set forth in Section 16 of this Agreement.

■ >.:■■■ ) of ■

"Peterson/Pulaski Special Tax Allocation, Redevelopment Proiect Area Special Tax Allocation TIF Fund" shall mean the special tax allocation fund created by the City in connection with the Redevelopment Area into which the Incremental Taxes will be deposited.

"Plans and Specifications" shall mean [final] [initial] 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)" shall have the meaning set forth in Section 4.05(a) hereof.

"Proiect" shall have the meaning set forth in the Recitals hereof.

1014734037 Page: 12 of 78

"Proiect Budget" shali mean the budget attached hereto as Exhibit H, showing the total cost of the Project by line item, furnished,by-{he-Developer to DCD, in accordance with Section 3.03 hereof.

"Property" shall have the meaning set forth in the Recitals hereof.

"Redevelopment Area" shall have the meaning set forth in the Recitals hereof.

"Redevelopment Plan" shall have the meaning set forth in the Recitals hereof.

"Redevelopment Proiect Costs" shall mean redevelopment project costs as defined in Section 5/11 -74.4-3(q) of the Act that are included in the budget set forth in the Redevelopment Plan or otherwise referenced in the Redevelopment Plan.

"Reguisition Form" shali mean the document, in the form attached hereto as Exhibit L, to be delivered by the Developer to DCD pursuant to Section 4.04 of this Agreement.

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

"Survey" shall mean a Class. A plat .of survey in the most recently revised form of ALTA/ACSM [land title] [urban] survey.pf 4.jie [Property dated within 45 days prior to the Closing Date, acceptable in form and content-,tp th§,C,ity and the Title Company, prepared by a surveyor registered in the State of Illinois, certified to the City and the Title Company, and indicating whether the Property is in a flood hazard area as identified by the United States Federal Emergency Management Agency (and updates thereof to reflect improvements to the Property in connection with the construction of the Facility and related improvements as required by the City or lender(s) providing Lender Financing).

"Term of the Agreement" shall mean the period of time commencing on the Closing Date and ending on the later of: (a) [any date to which DCD and the Developer have agreed] or (b) the date on which the Redevelopment Area is no longer in effect (through and including February 16, 2023).

"TIF Adoption Ordinance" shall have the meaning set forth in the Recitals hereof.

"TIF Bonds" shall have the meaning set forth in the Recitals hereof.

"TIF Bond Ordinance" shall have the meaning set forth in the Recitals hereof.

"TIF-Funded Improvements" shall mean those improvements of the Project which (i) qualify as Redevelopment Project Costs, .fliX are eligible costs under the Redevelopment Plan and (iii) the City has agreed to payi'fpryputj.iof-jJheyCity Funds, subject to the terms of this Agreement. Exhibit C lists the TIF-Fu^de^lrnproyefrients for the Project.

"TIF Ordinances" shall have the meaning set forth in the Recitals hereof.

1014734037 Page: 13 of 78

"Title Company" shall mean Chicago Title and Trust Company.

"Title Policy" shall mean a title insurance policy in the most recently revised ALTA or equivalent form, showing the Developer 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^a^^e- Property related to Lender Financing, if any, issued by the Title Company. ; , XI'■ :'.*£>■■,■■

"WARN Act" shall mean 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

3.01 The Proiect, With respect to the Facility, the Developer shall, pursuant to the Plans and Specifications and subject to the provisions of Section 18.17 hereof: (i) commence the rehabilitation of the Facility as part of the Project no later than August 1, 2009; and (ii) complete the construction portion of the rehabilitation and conduct business operations therein no later than December 31, 2011; provided however that if all work on the parking lot attendant to the Facility (which is part of the Project) is completed by December 31, 2010 then the date by which Developer must complete the construction portion of the Project and conduct business operations at the Facility shall be extended lo, June .30, 2012 .

3.02 Scope Drawings and Plans.jarid Specifications . The Developer has delivered the Scope Drawings and Plans and Specifications to DCD and DCD has approved same. [Note: if delivery and approval of Plans and Specifications will not have occurred by Closing Date, the first sentence must be revised.] After such initial approval, subsequent proposed changes to the Scope Drawings or Plans and Specifications shall be submitted to DCD as a Change Order pursuant to Section 3.04 hereof. The Scope Drawings and Plans and Specifications shall at all times conform to the Redevelopment Plan and all applicable federal, state and local laws, ordinances and regulations. The Developer shall submit all necessary documents to the City's Building Department, Department of Transportation and such other City departments or governmental authorities as may be necessary to acquire building permits and other required approvals for the Project.

3.03 Proiect Budget. The Developer has furnished to DCD, and DCD has approved, a Project Budget showing total costs for the Project in an amount not less than Twenty One Million Two Hundred Fifty Three Thousand One Hundred Thirteen Dollars ($21,253,113). The Developer hereby certifies to the City that (a) the City Funds, together with Lender Financing and Equity described in Section 4.02 hereof, shall be sufficient to complete the Project [where the City will reimburse from [Available] Incremental Taxes only: The Developer hereby certifies to the City that (a) it has Lender Financing and Equity in an amount sufficient to pay for all Project costs]; and (b) the Project Budget is true, correct and complete in all material respects.

'"i-Y'' :.:■ -liTpiV:.. t -'--Vs.

■1014734037 Page: 14 of 78

The Developer shall promptly deliver to DCD certified copies of any Change Orders with respect to the Project Budget for approval pursuant to Section 3.04 hereof.

3.04 Change Orders . Except as provided below, 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 the Developer to DCD concurrently with the progress reports described in Section 3.07 hereof; provided, that any Change Order relating to any of the following must be submitted by the Developer to DCD for DCD's prior written approval: (a) a reduction in the square footage of the Facility by more than five percent (5%) or elimination of any accessibility or adaptability features; (b) a change in the use of the Property to a use other than a light industrial facility which produces legal and business publications; (c) a delay in the completion of the Project by more than ninety (90) days; or (d) Change Orders costing more than ten percent (10%) of the Project budget. The Developer shall not authorize or permit the performance of any work relating to any Change Order or the furnishing of materials in connection therewith prior to .the receipt by the Developer of DCD's written approval (to the extent required in this section). The Construction Contract, if any, and each contract between the General Contractor, if any, or.the Developer and any subcontractor, shall contain a provision to this effect. An approved Change Order shall not be deemed to imply any obligation on the part of the City to increase the amount of City Funds which the City has pledged pursuant to this Agreement or provide any other additional assistance to the Developer. Notwithstanding anything to the contrary in this Section 3.04, Change Orders costing less than ten percent (10%) of the Project Budget, do not require DCD's prior written approval as set forth in this Section 3.04, but DCD shall be notified in writing of all such Change Orders prior to the implementation thereof and the Developer, in connection with such notice, shall identify to DCD the source of funding therefor.

3.05 DCD Approval . Any approval granted by DCD of the Scope Drawings, Plans and Specifications and the Change Orders is for the purposes of this Agreement only and does not affect or constitute any approval required by any other City department or pursuant to any City ordinance, code, regulation or any other governmental approval, nor does any approval by DCD pursuant to this Agreement constitute approval of the quality, structural soundness or safety of the Property or the Project.

3.06 Other Approvals . Any DCD approval under this Agreement shall have no effect upon, nor shall it operate as a waiver of; the Developer's obligations to comply with the provisions of Section 5.03 (Other Govern^exit^Approvals) hereof. The Developer shall not commence construction of the Project until the. Developer has obtained all necessary permits and approvals (including but not limited to DCD's approval of the Scope Drawings and Plans and Specifications) and proof ofthe bonding as. required hereunder ofthe General Contractor, if any, and each subcontractor.

3.07 Progress Reports and Survey Updates . The Developer shall provide DCD with written quarterly progress reports (in addition to the reports submitted pursuant to Section 8.07 hereof) detailing the status of the Project, including a revised completion date, if necessary (with any change in completion date being considered a Change Order, requiring DCD's written approval pursuant to Section 3.04). The Developer shall provide three (3) copies of an updated Survey to DCD upon the request of DCD or any lender providing Lender Financing, reflecting improvements made to the Property.

1014734037 Page: 15 of 78

3.08 Inspecting Agent or Architect. Ah independent agent or architect (other than the Developer's architect) approved by DCD'shall be selected to act as the inspecting agent or architect, at the Developer's expense, for the Project. The inspecting agent or architect shall perform periodic inspections with respect to the Project, providing certifications with respect thereto to DCD, prior to requests for disbursement for costs related to the Project hereunder or pursuant to the Escrow Agreement, if any.

3.09 Barricades . Prior to commencing any construction requiring barricades, the Developer shall install a construction barricade of a type and appearance satisfactory to the City and constructed in compliance with all applicable federal, state or City laws, ordinances and regulations. DCD retains the right to approve the maintenance, appearance, color scheme, painting, nature, type, content and design of all barricades.

3.10 Signs and Public Relations . The Developer shall erect a sign of size and style approved by the City in a conspicuous location on the Property during the Project, indicating that financing has been provided by the City. The City reserves the right to include the name, photograph, artistic rendering of the Project and other pertinent information regarding the Developer, the Property and the Project in the City's promotional literature and communications.

3.11 Utility Connections . The Developer may connect all on-site water, sanitary, storm and sewer lines constructed on the. Property to City utility lines existing on or near the perimeter of the Property, provided-the^Develofoer' first complies with all City requirements governing such connections, including the payment of customary fees and costs related thereto.

3.12 Permit Fees , In connection with the Project, the Developer shall be obligated to pay only those building, permit, engineering, tap on and inspection fees that are assessed on a uniform basis throughout the City of Chicago and are of general applicability to other property within the City of Chicago.

SECTION 4. FINANCING

4.01 Total Proiect Cost and Sources of Funds . The cost of the Project is estimated to be $21,253,113, to be applied in the manner set forth in the Project Budget. Such costs shall be funded from the following sources;

Equity (subject to Sections [4.03(b)1 and 4.06) $21,253,113 Estimated City Funds (subject to Section 4.03) **[$5,000,000j ESTIMATED TOTAL $21,253,113

"City Funds to be used to reimburse (or pay directly if need be) Developer for TIF-Funded Improvements and paid through annual payments-qf- principal and interest pursuant to the City Note issued upon issuance of the Certificate; as,^e,t-forth in Section 7.

4.02 Developer Funds . Equity,and/or.lender Financing may be used to pay any Project cost, including but not limited to Redevelopment Project Costs. Equity and/or Lender Financing shall be used to initially pay all Project Costs and the City Funds shall then be used to

1014734037 Page: 16 of 78

reimburse Developer for TIF Funded Improvements that constitute Redevelopment Project Costs through payments on the City Note as set forth below.

4.03 City Funds.

(a) Uses of Citv Funds. City -Funds' may only be used to pay directly or reimburse the Developer for costs of TIF-Funded ImpVoVernen'fs'-lh'at constitute Redevelopment Project Costs. Exhibit C sets forth, by line item, the TIF-Funded Improvements for the Project, and the maximum amount of costs that may be paid by or reimbursed from City Funds for each line item therein (subject to Sections 4.03(b) and 4.05(d)), contingent upon receipt by the City of documentation satisfactory in form and substance to DCD evidencing such cost and its eligibility as a Redevelopment Project Cost. City Funds shall be paid to the Developer in the form of annual payments of principal and interest on a taxable not be paid to the Developer hereunder prior to the issuance of a Certificate.]

(b) Sources of Citv Funds. Conditions Prior to Disbursement. Subject to the terms and conditions of this Agreement, including but not limited to this Section 4.03 and Section 5 hereof, the City hereby agrees to provide City funds from the sources and in the amounts described directly below (the "City Funds") to pay for or reimburse the Developer for the costs of the TIF-Funded Improvements:

Source of City Funds_Maximum Amount

Available Incremental Taxes and/or $5,000,000 TIF Bond Proceeds

. I ■0,1/ : ■ -

provided, however, that the total amount c££tftyb£ur\ds expended for TIF-Funded Improvements shall be an amount not to exceed the, lesser of .Five Million Dollars ($5,000,000) or Twenty Three and one-half percent (23.5%)._;qf the, .actual certified total Project costs; and provided further, that the up to $5,000,000 to be derived from Available Incremental Taxes and/or TIF Bond proceeds, if any shall be available to pay costs related to TIF-Funded Improvements and allocated by the City for that purpose only so long as:

(i) The amount of the Available Incremental Taxes deposited into the Peterson/Pulaski Redevelopment Area Project Fund shall be sufficient to pay for such costs; and

(ii) The City has been reimbursed from Available Incremental Taxes for any the amount previously disbursed by the City for TIF-Funded Improvements.

The Developer acknowledges and agrees that the City's obligation to pay for TIF-Funded Improvements is contingent upon the fulfillment of the conditions set forth in parts (i), and (ii) above. In the event that such conditions are not fulfilled, either the amount of Equity to be contributed by the Developer pursuant to Section 4.01 hereof shall increase proportionately or the City may simply reduce the value of the City Note.

1014734037 Page: 17 of 78

Issuance, Amount and Payments pursuant to Citv Note. 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 issue the City Note to the Developer upon issuance of the Certificate indicating completion of the construction portion of the Project pursuant to Section 7 hereof. The principal amount of the City Note shall be in an amount equal to the costs of the TIF-Funded Improvements which have been incurred by the Developer and are to be reimbursed by the City through payments of principal and interest on the City Note, subject to the provisions hereof; provided, however, that the maximum principal amount of the City Note shall be an amount not to exceed the lesser of $5,000,000 or twenty three and one-half percent (23.5%) of the actual total Project costs. Payments under the City Note shall be made by the City on an annual basis upon the presentation of a Requisition Form and any supporting documentation required by the City. The first payment under the City Note will be made as set forth in the paragraph below Payments on the City Note will be paid according to a payment schedule for a term hot fc exceed 12 years with annual payments funded from future annual increment within the entire Redevelopment area.

Timing and Application of Payments on the Citv Note; Additional Conditions Prior to Disbursement of City Note Payments. The City shall make payments on the City Note by the later of March 1^st or two (2) months after receiving a completed Requisition Form for payment due for the prior calendar year (e.g. payment of Available Incremental Taxes for the year 2011 will by paid by March 1, 2012, if requested by January 1, 2012). The first payment date will be March 1^st of the year following issuance of the Certificate of Completion. Payments on the City Note shall first be applied toward the costs of interest then towards payment of the outstanding principal amount due under the City Note. Disbursement by the City of payments due under the City Note shall also be subject to satisfaction by Developer of all applicable conditions and requirements of this Agreement including, but not limited to, those set forth in Sections 8.09, 8.20, 8.23, 10.01 and 10.02. The City Note may be assigned or pledged to lenders as security for financing but may not be sold or otherwise transferred without specifically adhering to other conditions herein including, without limitation, the prior written consent of the City as set forth in Section 18.15.

. h ~ -. ■.■ .-

(c) TIF Bonds. The CommisSidKe'r''-bf_? t>CD may, in his or her sole discretion, recommend that the City Council approve an'oraihance or ordinances authorizing the issuance of TIF Bonds in an amount which, in' the opinion of the Comptroller, is marketable under the then current market conditions. The proceeds of TIF bonds may be used to pay amounts due to Developer under this Agreement and for other purposes as the City may determine. The costs of issuance of the TIF Bonds would be borne by the City. Developer will cooperate with the City in the issuance of the TIF Bonds, as provided in Section 8.05.

4.04 Requisition Form . Annually after the Closing Date on the later of (i) each March 1^st or (ii) two months after the City receives a completed Requisition Form (along with any supporting documentation requested by the City, acting in its sole discretion), beginning in the year the construction portion of the rehabilitation is completed and continuing throughout the earlier of (iii) the Term of the Agreement or (iv) the date that the Developer has been reimbursed in full under this Agreement, the Developer shall provide DCD with a Requisition

1014734037 Page: 18 of 78

Form, along with the documentation described therein. Requisition for reimbursement of TIF-Funded Improvements shall be made not more than one time per calendar year. On each December 1 (or such other date as may be acceptable to the parties), beginning in the year prior to that year the first payment is made and continuing throughout the Term of the Agreement, the Developer shall meet with DCD at the request of DCD to discuss the Requisition Form(s) previously delivered.

4.05 Treatment of Prior Expenditures and Subsequent Disbursements .

(a) Prior Expenditures. Only those expenditures made by the Developer with respect to the Project prior to the Closing Date, evidenced by documentation satisfactory to DCD and approved by DCD as satisfying costs covered in the Project Budget, shall be considered previously contributed Equity or Lender Financing hereunder (the Prior Expenditures"). DCD shall have the right, in its sole discretion, to disallow any such expenditure as a Prior Expenditure. Exhibit I hereto sets forth the prior expenditures approved by DCD [as of the date hereof] as Prior Expenditures. Prior Expenditures made for items other than TIF-Funded Improvements shall not be reimbursed to the Developer, but shall reduce the amount of Equity and/or Lender Financing required to be contributed by the Developer pursuant to Section 4.01 hereof.

(b) Purchase of Property. . A pbrtion'of'the purchase price of the Property, exclusive of transaction costs, in an amount not.tp exceed trie-lesser of five million dollars ( $5,000,000) or twenty three and one-half percent (23.5%) of the total Project Costs, shall be reimbursed to the Developer from City Funds as payments of principal and interest due on the City Note after the Certificate is issued pursuant to Section 7.01 hereof, and on the dates and in the manner set forth in this Agreement.

(c) Citv Fee. Annually, the City may allocate an amount not to exceed ten percent (10%) of the Incremental Taxes for payment of costs incurred by the City for the administration and monitoring of the Redevelopment Area, including the Project. Such fee shall be in addition to and shall not be deducted from or considered a part ofthe City Funds, and the City shall have the right to receive such funds prior to any payment of City Funds hereunder.

(d) Allocation Among Line Items. Disbursements for expenditures related to TIF-Funded Improvements may be allocated to and charged againsl the appropriate line only, with transfers of costs and expenses from one line item to another, without the prior written consent of DCD, 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 DCD.

4.06 Cost Overruns . If the aggregate.cost of the TIF-Funded Improvements exceeds City Funds available pursuant to Section^:r4,Q3, hereof; or if the cost of completing the Project exceeds the Project Budget, the Deve.lpper.eShall be. solely responsible for such excess cost, and shall hold the City harmless from any and all costs and expenses of completing the TIF-Funded Improvements in excess of City Funds and of completing the Project.

4.07 Preconditions of Disbursement or Execution of Certificate of Expenditure . Prior to each disbursement of City Funds hereunder or execution of a Certificate of Expenditure by

1014734037 Page: 19 of 78

the City, the Developer shall submit documentation regarding the applicable expenditures to DCD, which shall be satisfactory to DCD in its sole discretion. Delivery by the Developer to DCD of any request for disbursement of City Funds or execution by the City of a Certificate of Expenditure hereunder shall, in addition tp the items therein expressly set forth, constitute a certification to the City, as of the date ^!b| sCicl^[ request for disbursement or execution of a Certificate of Expenditure, that: ~^;-^x": ■'■

(a) the total amount of the disbursement request or request for Certificate of Expenditure represents the actual cost of the Acquisition or 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;

(b) all amounts shown as previous payments on the current disbursement request or request for Certificate of Expenditure have been paid to the parties entitled to such payment;

(c) the Developer has approved all work and materials for the current disbursement request or request for Certificate of Expenditure, and such work and materials conform to the Plans and Specifications;

(d) the representations and warranties contained in this Redevelopment Agreement are true and correct and the Developer is in compliance with all covenants contained herein;

(e) the Developer has received no notice and has no knowledge of any liens or claim of lien either filed or threatened against the Property except for the Permitted Liens;

(f) no Event of Default or coqp|ition^;or^yertt 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 ("In Balance") only if the total of the available Project funds equals or exceeds the aggregate of the amount necessary to pay all unpaid Project costs incurred or to be incurred in the completion of the Project. "Available Project Funds" as used herein shall mean: (i) the un-disbursed City Funds; (ii) the un-disbursed Lender Financing, if any; (iii) the un-disbursed Equity and (iv) any other amounts deposited by the Developer pursuant to this Agreement. The Developer hereby agrees that, if the Project is not In Balance, the Developer shall, within 10 days after a written request by the City, will either (A) deposit with the escrow agent, if any, or (B) make available (in a manner acceptable to the City), cash in an amount that will place the Project In Balance, which deposit or other funds shall first be exhausted before any further disbursement of the City Funds shall be made.

The City shall have the right, in its discretion, to require the Developer to submit further documentation as the City may require in order to verify that the matters certified to above are true and correct, and any disbursement or execution of a Certificate of Expenditure 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. In addition, the Developer shall have satisfied all othe.(.,pFQCQnd\t\qps, pf either a disbursement of City Funds for each disbursement or the execution pf .a f^rtifica'te.of Expenditure, including but not limited to

1014734037 Page: 20 of 78

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, if any.

4.08 Conditional Grant. The City Funds being provided hereunder are being granted on a conditional basis, subject to the Developer's compliance with the provisions of this Agreement. The City Funds are subject to being reimbursed as otherwise provided in this Agreement including, without limitation, Section 8.06.

SECTION 5. CONDITIONS PRECEDENT

The following conditions have; been.^bm'p[jed with to the City's satisfaction on or prior to the Closing Date:

5.01 Proiect Budget. The Developer has submitted to DCD, and DCD has approved, a Project Budget in accordance with the provisions of Section 3.03 hereof.

5.02 Scope Drawings and Plans and Specifications . The Developer has submitted to DCD, and DCD has approved, the Scope Drawings and Plans and Specifications accordance with the provisions of Section 3.02 hereof,

5.03 Other Governmental Approvals . The Developer has secured all other necessary approvals and permits required by any state, federal, or local statute, ordinance or regulation and has submitted evidence thereof to DCD.

5.04 Financing . The Developer has furnished proof reasonably acceptable to the City that the Developer has Equity and Lender Financing, if any, in the amounts set forth in Section 4.01 hereof to complete the Project and satisfy its obligations under this Agreement. If a portion of such funds consists of Lender Financing, the Developer has furnished proof as of the Closing Date that the proceeds thereof are available to be drawn upon by the Developer as needed and are sufficient (along with the Equity set forth in. /Section 4.011) to complete the Project. Any liens against the Property in existence at the Closing Date have been subordinated to certain encumbrances of the City set forth hWeip. pursuant to a Subordination Agreement, in a form acceptable to the City, executed.on or prior to the dosing Date, which is to be recorded, at the expense of the Developer, with the Office of the Recorder of Deeds of Cook County.

5.05 Acquisition and Title . On the Closing Date, the Developer has furnished the City with a copy of the Title Policy for the Property, certified by the Title Company, showing the Developer as the named insured. The Title Policy is dated as of the Closing Date and contains only those title exceptions listed as Permitted Liens on Exhibit G hereto and evidences the recording of this Agreement pursuant to the provisions of Section 8.18 hereof. The Title Policy also contains such endorsements as shall be required by Corporation Counsel, including but not limited to an owner's comprehensive endorsement and satisfactory endorsements regarding zoning (3.1 with parking), contiguity, location, access and survey. The Developer has provided to DCD, on or prior to the Closing Date, documentation related to the purchase of the Property and certified copies of all easements and encumbrances of record with respect to the Property not addressed, to DCD's satisfaction, by the Title Policy and any endorsements thereto.

1014734037 Page: 21 of 78

5.06 Evidence of Clean Title . The Developer, at its own expense, has provided the City with searches under the Developer's name (and the following trade names of the Developer: as follows:

Secretary of State Secretary of State Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder Cook County Recorder U.S. District Court Clerk of Circuit Court, Cook County

UCC search Federal tax search UCC search Fixtures search Federal tax search State tax search

Memoranda of judgments search Pending suits and judgments Pending suits and judgments

showing no liens against the Developer, the Property or any fixtures now or hereafter affixed thereto, except for the Permitted Liens.

5.07 Surveys . The Developer, has furnished the City with three (3) copies of the

Survey.

5.08 Insurance . The Developer, at its own expense, has insured the Property in accordance with Section 12 hereof, and has delivered certificates required pursuant to Section 12 hereof evidencing the required coverages to DCD.

5.09 Opinion of the Developer's Counsel . On the Closing Date, the Developer has furnished the City with an opinion of counsel, substantially in the form attached hereto as Exhibit J, with such changes as required by or acceptable to Corporation Counsel. If the Developer has engaged special counsel in connection with the Project, and such special counsel is unwilling or unable to give some of the opinions set forth in Exhibit J hereto, such opinions were obtained by the Developer from its general corporate counsel.

5.10 Evidence of Prior Expenditures . The Developer has provided evidence satisfactory to DCD in its sole discretion of the Prior Expenditures in accordance with the provisions of Section 4.05(a) hereof.

5.11 Financial Statements . The Developer has provided Financial Statements to DCD for its most recent fiscal year, and audited or unaudited interim financial statements.

5.12 Documentation . The . 0,eyelo.Rer_: ^:has provided documentation to DCD, satisfactory in form and substance to DCD, with respect to current employment matters.

5.13 Environmental . The Developer has provided DCD with copies of that certain phase I environmental audit completed with respect to the Property. The Developer has provided the City with a letter from the environmental engineer(s) who completed such audit(s), authorizing the City to rely on such audits.

1014734037 Page: 22 of 78

5.14 Corporate Documents: Economic Disclosure Statement. The Developer has provided a copy of its Articles or Certificate of Incorporation containing the original certification of the Secretary of State of its state of incorporation; certificates of good standing from the Secretary of State of its state of incorporation.and all other states in which the Developer is qualified to do business; a secretary's c'emficafe'ifv such form and substance as the Corporation Counsel may require; by-laws of the' corporation; and such other corporate documentation as the City has requested. The Developer has provided to the City an Economic Disclosure Statement ("EDS") or a recertification (or other acceptable update) of a previously submitted EDS, in the City's then current form, dated as of the Closing Date. The Developer shall provide additional updates of the relevant Economic Disclosure Statements prior to issuance of the City Note.

5.15 Litigation. The Developer has provided to Corporation Counsel and DCD, a description of all pending or threatened litigation or administrative proceedings involving the Developer, 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) Except as set forth in Section 6.01(b) below, prior to entering into an agreement with a General Contractor, if any, or any subcqntractpr for construction of the Project, the Developer shall solicit, or shall cause the General_:,Cofltractqr to solicit, bids from qualified contractors eligible to do business with, and hayjng?iah,qffie'e located in, the City of Chicago, and shall submit all bids received to DCD for its. inspection and written approval, (i) For the TIF-Funded Improvements, the Developer shall select the General Contractor or subcontractor (or shall cause the General Contractor to select the subcontractor) submitting the lowest responsible bid who can complete the Project in a timely manner. If the Developer selects a General Contractor or subcontractor (or the General Contractor selects any subcontractor) 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, (ii) For Project work other than the TIF-Funded Improvements, if the Developer selects a General Contractor or subcontractor (or the General Contractor selects any subcontractor) who has not submitted the lowest responsible bid, the difference between the lowest responsible bid and the higher bid selected shall be subtracted from the actual total Project costs for purposes of the calculation of the amount of City Funds to be contributed to the Project pursuant to Section 4.03(b) hereof. The Developer shall submit copies of the Construction Contract, if any, to DCD in accordance with Section 6.02 below. Photocopies of all subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to DCD within five (5) business days of the execution thereof [and DCD's request for such photocopies]. The Developer shall ensure that the General Contractor or the subcontractor(s) shall not (and shall cause the General Contractor to ensure that the subcontractors employed by the General Contractor shall not) begin work on the Project until the Plans and jSpecifications have been approved by DCD and all requisite permits have been o^tained^ _Vj . ,-_;, ,

1014734037 Page: 23 of 78

(b) If, prior to entering into an agreement with a General Contractor for construction of the Project, the Developer does not solicit bids pursuant to Section 6.01(a) hereof, then the fee

of the General Contractor proposed to be paid out of City Funds shall not exceed_% of the

total amount of the Construction Contract. Except as explicitly stated in this paragraph, all other provisions of Section 6.01(a) shall apply, including but not limited to the requirement that the General Contractor, if any, shall solicit competitive bids from all subcontractors.

6.02 Construction Contract . If Developer hires a General Contractor, prior to the execution thereof, the Developer shall deliver to DCD a copy of any proposed Construction Contract with the General Contractor.(if. any) selected, to handle the Project in accordance with Section 6.01 above, for DCD's prior written .approval, which shall be granted or denied within ten (10) business days after delivery thereof. Within ten (10) business days after execution of such contract by the Developer, the General Contractor and any other parties thereto, the Developer shall deliver to DCD and Corporation Counsel a certified copy of such contract together with any modifications, amendments or supplements thereto.

6.03 Performance and Payment Bonds . Prior to the commencement of any portion of the Project which includes work on the public way, the Developer shall require that the General Contractor, if any, be bonded for its payment by sureties having an AA rating or better using a bond in the form attached as Exhibit P hereto. The City shall be named as obligee or co-obligee on any such bonds.

6.04 Employment Opportunity . The Developer shall contractually obligate and cause the General Contractor, if any, and each subcontractor to agree to the provisions of Section 10 hereof. The Developer will work with the Business Development Services Division of DCD and the Office of the Alderman for the ward (the "Ward") in which the Project is located to develop a strategy to maximize the number of qualified local residents hired by Developer. Developer will also assist in the development of career path opportunities through continued training of new and incumbent workers. Activities to ensure local hiring and career path development may include but not be limited to customized recruiting and screening efforts, working in partnership with local community groups through DCD; Assisting in the development of curriculum for pre-employment skills training, assistance in thq development of curriculum for incumbent workers and Participation in one or more employmentica'reer jnformation fairs in the Ward. CCH may co-host the fair with other companies or community organizations. Job fair may be held when positions are available or in anticipation of positions being available.

6.05 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 8.09 (Prevailing Wage), Section 10.01(e) (Employment Opportunity), Section 10.02 (City Resident Employment Requirement) [Note: confirm with DCD whether City residency requirements are to apply to each contract, or to the Project as a whole.] Section 10.03 (MBEAA/BE Requirements, as applicable), Section 12 (Insurance) and Section 14.01 (Books and Records) hereof. Photocopies of all contracts or subcontracts entered or to be entered into in connection with the TIF-Funded Improvements shall be provided to DCD within five (5) business days of the execution thereof.

SECTION 7. COMPLETION OF CONSTRUCTION OR REHABILITATION

1014734037 Page: 24 of 78

7.01 Certificate of Completion of Construction or Rehabilitation . Upon completion of the rehabilitation of the Project in accordance with the terms of this Agreement, and upon the Developer's written request, DCD shall issue to the Developer a Certificate in recordable form certifying that the Developer has fulfilled its obligation to complete the Project in accordance with the terms of this Agreement. DCD shall respond to the Developer's written request for a Certificate within forty-five (45) days by issuing either a Certificate or a written statement detailing the ways in which the Project does not conform to this Agreement or has not been satisfactorily completed, and the measures which must be taken by the Developer in order to obtain the Certificate. The Developer may resubmit a written request for a Certificate upon completion of such measures. The Certificate will not be issued until the following conditions have been met:

(a) the Developer has notified the City in writing that the Project has been completed as it is defined in this Agreement;

(b) verification in writing by the City's Monitoring and Compliance Unit that the developer is in full and complete compliance with the City's MBEAA/BE, City residency and prevailing wage requirements;

(c) the Developer has satisfied all environmental requirements with respect to matters described in Section 11 of this Agreement; and

(d) the City has issued a Certificate of Occupancy for the Project.

7.02 Effect of Issuance of Certificate; Continuing Obligations . The Certificate relates only to the [construction/rehabilitation] of the Project, and upon its issuance, the City will certify that the terms of the Agreement specifically related to the Developer's obligation to complete such activities have been satisfied. After the issuance of a Certificate, however, all executory terms and conditions of this Agreement and all representations and covenants contained herein will continue to remain in full force and effect throughout the Term of the Agreement as to the parties described in the following paragraph, and the issuance of the Certificate shall not be construed as a waiver by the City of any of its rights and remedies pursuant to such executory terms.

Those covenants specifically described at Sections 8.02, 8.06, 8.19, and 8.23 as covenants that run with the land are the only covenants in this Agreement intended to be binding upon any transferee of the Property (including an assignee as described in the following sentence) throughout the Term of the Agreement, nptwithstanding the issuance of a Certificate; provided, that upon the issuance of a Certificate, the covenants set forth in Section 8.02 shall be deemed to have been fulfilled. The other executory terms of this Agreement that remain after the issuance of a Certificate shall be binding only upon the Developer or a permitted assignee of the Developer who, pursuant to [Section 18.151 of this Agreement, has contracted to take an assignment of the Developer's rights under this Agreement and assume the Developer's liabilities hereunder.

1014734037 Page: 25 of 78

7.03 Failure to Complete . If the Developer fails to complete the Project in accordance with the terms of this Agreement, then the City has, but shall not be limited to, any of the following rights and remedies; , . , , ,.-.....

■. '''i(it.ci;

(a) the right to terminate this Agr.eemen^and cease all disbursement of City Funds not yet disbursed pursuant hereto; ,;

(b) the right {but not the obligation) to complete those TIF-Funded Improvements that are public improvements and to pay for the costs of TIF-Funded Improvements (including interest costs) out of City Funds or other City monies. In the event that the aggregate cost of completing the TIF-Funded Improvements exceeds the amount of City Funds available pursuant to Section 4.01. the Developer shall reimburse the City for all reasonable costs and expenses incurred by the City in completing such TIF-Funded Improvements in excess of the available City Funds; and

(c) the right to seek reimbursement of the City Funds from the Developer, provided that the City is entitled to rely on an opinion of counsel that such reimbursement will not jeopardize the tax-exempt stalus ofthe [City Note] [TIF Bonds].

7.04 Notice of Expiration of Term of Agreement. Upon the expiration of the Term of the Agreement, DCD shall provide the Developer, at the Developer's written request, with a written notice in recordable form stating that the Term of the Agreement has expired.

SECTION 8. COVENANTS/REPRESENTATIONSAA/ARRANTIES OF THE DEVELOPER

8.01 General. The Developej^pnesentSi, warrants and covenants, as of the date of this Agreement and as of the date of each disbursement of City Funds hereunder, that:

(a) the Developer is a Delaware corporation duly organized, validly existing, qualified to do business in its state of incorporation/organization and 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;

(b) the Developer has the right, power and authority to enter into, execute, deliver and perform this Agreement;

(c) the execution, delivery and performance by the Developer of this Agreement has been duly authorized by all necessary [corporate] action, and does not and will not violate its Articles of Incorporation or by-laws as amended and supplemented, 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 Developer is now a party or by which the Developer is now or may become bound;

(d) unless otherwise permitted or not prohibited pursuant to or under the terms of this Agreement (and not withstanding any terms stated., or implied herein, including without limit, Section 8.01 (j) below), the Developer shall acquire and shall maintain good, indefeasible and merchantable fee simple title to the Property (arid all improvements thereon) free and clear of all

1014734037 Page: 26 of 78

liens (except for the Permitted Liens, Lender Financing, if any, and non-governmental charges that the Developer is contesting in good faith pursuant to Section 8.15 hereof);

(e) the Developer is now and for the Term of the Agreement shall remain solvent and able to pay its debts as they mature;

(f) there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, threatened or affecting the Developer which would impair its ability to perform under this Agreement;

(g) the Developer has and shall^-maiiiitain ^a'l government permits, certificates and consents (including, without limitation, appropriate environmental approvals) necessary to conduct its business and to construct, complete and operate the Project;

(h) the Developer is 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 the Developer is a party or by which the Developer is bound;

(i) the Financial Statements are, and 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 of the Developer, and there has been no material adverse change in the assets, liabilities, results of operations or financial condition of the Developer since the date of the Developer's most recent Financial Statements;

(j) prior to the issuance of a Certificate, the Developer shall not do any of the following without the prior written consent of DCD: (1) be a party to any merger, liquidation or consolidation other than among current related entities which now own, are owned by or are under common control with the Developer; (2) sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets or any portion of the Property (including but not limited to any fixtures or equipment now or hereafter attached thereto) except in the ordinary course of business; (3) enter into any transaction outside the ordinary course of the Developer's business which either has a material detrimental change, itythe Developer's financial condition or affects the Developer's ability to perform its duties¹ and obligations under this Agreement; (4) assume, guarantee, endorse, or otherwise become liable in connection with the obligations of any other person or entity which either has a material detrimental change in the Developer's financial condition or affects the Developer's ability to perform its duties and obligations under this Agreement; or (5) enter into any transaction that would cause a material and detrimental change to the Developer's financial condition; after the issuance of a Certificate, Developer must provide DCD with written notice of any proposed sale to an unrelated entity; though approval by the City of such a sale is not required, upon consummation of such a sale the City, acting in its sole discretion, may discontinue providing all City Funds and terminate this Agreement;

(k) the Developer has not incurred, and, prior to the issuance of a Certificate, shall not, without the prior written consent of the Commissioner of DCD, allow the existence of any liens against the Property (or improvements thereon) other than the Permitted Liens; or incur any indebtedness, secured or to be secured by the Property (or improvements thereon) or any

1014734037 Page: 27 of 78

fixtures now or hereafter attached thereto, except Lender Financing disclosed in the Project Budget; and

(I) has 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 the Developer in violation of Chapter 2-156-120 ofthe Municipal Code ofthe City; and

(m) neither the Developer nor any affiliate of the Developer 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.

8.02 Covenant to Redevelop . Upon DCD's approval of the Project Budget, the Scope Drawings and Plans and Specifications as provided in Sections 3.02 and 3.03 hereof, and the Developer's receipt of all required building permits and governmental approvals, the Developer shall redevelop the Property in accordance with this Agreement and all Exhibits attached hereto, the TIF Ordinances, [the Bond Ordinance, the TIF Bond Ordinance], the Scope Drawings, Plans and Specifications, Project Budget and all amendments thereto, and all federal, state and local laws, ordinances, rules, regulations, executive orders and codes applicable to the Project, the Property and/or the Developer. The covenants set forth in this Section shall run with the land and be binding upon any transferee, but shall be deemed satisfied upon issuance by the City of a Certificate with respect thereto.

8.03 Redevelopment Plan , The Developer .represents that the Project is and shall be in compliance with all of the terms of the-_; Redeyeiqpment Plan.

8.04 Use of Citv Funds . City Funds disbursed to the Developer shall be used by the Developer solely to pay for (or to reimburse the Developer for its payment for) the TIF-Funded Improvements as provided in this Agreement.

8.05 Other Bonds . Developer will, at the request of the City, agree to any reasonable amendments to this Agreement that are necessary or desirable in order for the City to issue (in its sole discretion) any TIF Bonds or other bonds ("Bonds") in connection with the Project or the Redevelopment Area, the proceeds of which may be used to reimburse the City for expenditures made in connection with, or provide a source of funds for the payment for, the TIF-

1014734037 Page: 28 of 78

Funded Improvements; provided, however, that any such amendments shall not have a material adverse effect on the Developer or the Project: Developer will, at the Developer's expense, cooperate and provide reasonable assistance in'connection with the marketing of any such Bonds, including but not limited tp providing written descriptions of the Project, making representations, providing information'regarding its¹ financial condition and assisting the City in preparing an offering statement with respect thereto.

8.06 Job Creation and Retention; Covenant to Remain in the Citv . Not less than four hundred (400) full-time equivalent, permanent jobs shall be retained by the Developer at the Facility; not less than forty (40) additional full-time equivalent, permanent jobs shall be created by the Developer within one (1) year of the completion of the Project for a total of four hundred forty four (440) full-time equivalent, permanent jobs to be retained or created by the Developer at the Facility through February, 29, 2023. For purposes of administering this Agreement, any new full-time equivalent jobs Developer fills after June 15, 2009 shall be counted toward the forty (40) additional full-time equivalent, permanent jobs to be created as required by this Section 8.06. Developer agrees to maintain the new jobs for a period equal to the longer of ten (10) years or the time required for full repayment of the City Note. Any year the Developer is out of compliance with the job creation requirement set forth herein shall be considered an Event of Default hereunder by Developer; for any such Event of Default by Developer due to a year Developer is out of compliance with the job creation requirement shall cause the following: (i) payment due under the City Note shall be withheld, (ii) said out of compliance year shall not count toward the requirement of maintaining the new jobs for at least ten (10) years and (iii) interest shall not accrue on the withheld amount, Payments shall only resume, and the withheld payment disbursed, when the DeveJpper iis jagah in compliance with the job creation requirement. The Developer is entitled to^cure a default of the new jobs requirement two times; upon the third default of the new jobs requirement the City, acting in its sole discretion, may cancel the City Note and be under no further obligations to make any disbursements hereunder. If the first default by Developer of the new jobs requirement occurs within the first three (3) years of the issuance of the Certificate, Developer shall reimburse the City for all City Funds paid until the time of the initial default of the new jobs requirement. After Developer has maintained the new jobs requirement for ten (10) years, continued payments under the City Note shall only be made on condition that Developer continues to operate a subscription and publications business on the Property. The .Developer hereby covenants and agrees to maintain its operations as a subscription and publications business within the City of Chicago at the Facility or on the Property through a period equal to the greater of ten (10) years or until the City Note is fully repaid. The covenants set forth in this Section shall run with the land and be binding upon any transferee.

8.07 Employment Opportunity; Progress Reports . The Developer covenants and agrees to abide by, and contractually obligate and use reasonable efforts to cause the General Contractor and each subcontractor to abide by the terms set forth in Section 10 hereof. The Developer shall deliver to the City written progress reports each month detailing compliance with the requirements of Sections 8.09, 10.02 and 10.03 of this Agreement. Such reports shall be delivered to the City monthly. . If ,any sqch reports indicate a shortfall in compliance, the Developer shall also deliver a plaa, to rj£D,_nwhich shall outline, to DCD's satisfaction, the manner in which the Developer shall, correct any,shprtfall.

1014734037 Page: 29 of 78

8.08 Employment Profile . The Developer shall submit, and contractually obligate and cause the General Contractor, if any, or any subcontractor to submit, to DCD, from time to time, statements of its employment profile upon DCD's request.

8.09 Prevailing Wage . The Developer covenants and agrees to pay, and to contractually obligate and cause the General Contractor, if any, and each subcontractor to pay, the prevailing wage rate as ascertained by the Illinois Department of Labor (the "Department"), to all Project employees. All such,^cpntr^cts/shfl! list the specified rates to be paid to all laborers, workers and mechanics fpf 'ea'ch^.qr.a'ft' ,br_; type of worker or mechanic employed pursuant to such contract. If the Department "revises such prevailing wage rates, the revised rates shall apply to all such contracts. Upon the City's request, the Developer shall provide the City with copies of all such contracts entered into by the Developer or the General Contractor, if any, to evidence compliance with this Section 8.09.

8.10 Arms-Length Transactions . Unless DCD has given its prior written consent with respect thereto, no Affiliate of the Developer may receive any portion, of City Funds, directly or indirectly, in payment for work done, services provided or materials supplied in connection with any TIF-Funded Improvement. The Developer shall provide information with respect to any entity to receive City Funds directly or indirectly (whether through payment to the Affiliate by the Developer and reimbursement to the Developer for such costs using City Funds, or otherwise), upon DCD's request, prior to any such disbursement.

8.11 Conflict of Interest. Pursuant to Section 5/11-74.4-4(n) of the Act, the Developer 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 the Developer with respect thereto, owns or controls, has owned or controlled or will own or control any interest, and no such person shall represent any person, as agent or otherwise, who owns or controls, has owned or controlled, or will/ownor. control any interest, direct or indirect, in the Developer's business, the Property or-.ahyj^th^r 'pFpRerty in the Redevelopment Area.

8.12 Disclosure of Interest . The.'Developer's counsel has no direct or indirect financial ownership interest in the Developer, the Property or any other aspect of the Project. {Note: may need to include exception for small percentage ownership of shares of stock of the Developer which are publicly-traded.)

8.13 Financial Statements. The Developer shall obtain and provide to DCD Financial Statements for the Developer's fiscal year ended 2008 and each year thereafter for the Term of the Agreement. In addition, the Developer shall submit unaudited financial statements as soon as reasonably practical following the close of each fiscal year and for such other periods, and at such other times, as DCD may request including, without limitation, attaching any such subsequent financial statements to any requisition form submitted pursuant to this agreement.

8.14 Insurance . The Developer, at its own expense, shall comply with all provisions of Section 12 hereof.

1014734037 Page: 30 of 78

8.15 Non-Governmental Charges, (a) Payment of Non-Governmental Charges. Except for the Permitted Liens, the Developer agrees to pay or cause to be paid when due any Non-Governmental Charge assessed or imposed upon the Project, the Property or any fixtures that are or may become attached thereto, which creates, may create, or appears to create a lien upon all or any portion of the Property or Project; provided however, that if such Non-Governmental Charge may be paid in installments, the Developer may pay the same together with any accrued interest thereon in installments as they become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment. The Developer shall furnish to DCD, within thirty (30) days of DCD's request, official receipts from the appropriate entity, or other proof satisfactory to DCD, evidencing payment of the Non-Governmental Charge in question.

(b) Right to Contest. The Developer has the right, before any delinquency occurs:

(i) to contest or object in good faith to the amount or validity of any Non-Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted, in such manner as shall stay the collection of the contested Non-Governmental Charge, prevent the imposition of a lien or remove such lien, or prevent the sale or forfeiture of the Property (so long as no such contest or objection shall be deemed or construed to relieve, modify or extend the Developer's covenants to pay any such Non-Governmental Charge at the time and in the manner provided in this Section 8.15): or

(ii) at DCD's sole option, to furnish a good and sufficient bond or other security satisfactory to DCD in such form and amounts as DCD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property or any portion thereof or any fixtures that are or may be attached thereto, during the pendency of such contest, adequate to pay fully any such contested Non-Governmental Charge and all interest and penalties upon the adverse determination of such contest.

8.16 Developer's Liabilities. The Developer shall not enter into any transaction that would materially and adversely affect its ability to perform its obligations hereunder or to repay any material liabilities or perform any material obligations of the Developer to any other person or entity. The Developer shall immediately notify DCD of any and all events or actions which may materially affect the Developer's ability to carry on its business operations or perform its obligations under this Agreement or any other documents and agreements.

8.17 Compliance with Laws, 'To thebest ,qf.the Developer's knowledge, after diligent inquiry, the Properly and the Projecfare.and.shall be in compliance with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, executive orders and codes pertaining to or affecting the Project and the Property. Upon the City's request, the Developer shall provide evidence satisfactory to the City of such compliance.

8.18 Recording and Filing . The Developer shall cause this Agreement, certain exhibits (as specified by Corporation Counsel), all amendments and supplements hereto to be recorded and filed against the Property on the date hereof in the conveyance and real property

1014734037 Page: 31 of 78

records of the county in which the Projects located. - This Agreement shall be recorded prior to any mortgage made in connection with .Lender Financing, if any. The Developer shall pay all fees and charges incurred in connection with any such recording. Upon recording, the Developer shall immediately transmit to the City an executed original of this Agreement showing the date and recording number of record.

8.19 Real Estate Provisions .

(a) Governmental Charges.

(i) Payment of Governmental Charges. The Developer agrees to pay or cause to be paid when due all Governmental Charges (as defined below) which are assessed or imposed upon the Developer, the Property or the Project, or become due and payable, and which create, may create, or appear to create a lien upon the Developer or all or any portion of the Property or the Project. "Governmental Charge" shall mean all federal, State, county, the City, or other governmental (or any instrumentality, division, agency, body, or department thereof) taxes, levies, assessments, charges, liens, claims or encumbrances (except for those assessed by foreign nations, states other than the State of Illinois, counties of the State other than Cook County, and municipalities other than the City) relating to the Developer, the Property or the Project including but not limited to real estate taxes.

(ii) Right to Contest. The $eyeJoperhas the right before any delinquency occurs to contest or object in good faith to-the amount or validity of any Governmental Charge by appropriate legal proceedings properly and diligently instituted and prosecuted in such manner as shall stay the collection of the contested Governmental Charge and prevent the imposition of a lien or the sale or forfeiture of the Property. [Note: The following sentence should be deleted if the proceeds of tax exempts bonds will be used in the transaction.] [The Developer's right to challenge real estate taxes applicable to. the Property is limited as provided for in Section 8.19(c) below; provided, that such real estate taxes must be paid in full when due and may be disputed only after such payment is made.] No such contest or objection shall be deemed or construed in any way as relieving, modifying or extending the Developer's covenants to pay any such Governmental Charge at the time and in the manner provided in this Agreement unless the Developer has given prior written notice to DCD of the Developer's intent to contest or object to a Governmental Charge and, unless, at DCD's sole option,

(iii) the Developer shall demonstrate to DCD's satisfaction that legal proceedings instituted by the Developer contesting or objecting to a Governmental Charge shall conclusively operate to prevent or remove a lien against, or the sale or forfeiture of, all or any part of the Property to satisfy such Governmental Charge prior to final determination of such proceedings; and/or

(iv) the Developer shajl,.finish,[a gpod and sufficient bond or other security satisfactory to DCD in such fqrm-and; amounts as DCD shall require, or a good and sufficient undertaking as may be required or permitted by law to accomplish a stay of any such sale or forfeiture of the Property during the pendency of such contest,

1014734037 Page: 32 of 78

adequate to pay fully any such contested Governmental Charge and all interest and penalties upon the adverse determination of such contest.

(b) Developer's Failure To Pav Or Discharge Lien. If the Developer fails to pay any Governmental Charge or to obtain discharge of the same, the Developer shall advise DCD thereof in writing, at which time DCD may, but shall not be obligated to, and without waiving or releasing any obligation or liability of the Developer under this Agreement, in DCD's sole discretion, make such payment, or any.part,thereof, or obtain such discharge and take any other action with respect thereto which DCD_: deem? advisable. All sums so paid by DCD, if any, and any expenses, if any, including reasonable, attorneys' fees, court costs, expenses and other charges relating thereto, shall be promptly disbursed to DCD by the Developer. Notwithstanding anything contained herein to the contrary, this paragraph shall not be construed to obligate the City to pay any such Governmental Charge. Additionally, if the Developer fails to pay any Governmental Charge, the City, in its sole discretion, may require the Developer to submit to the City audited Financial Statements at the Developer's own expense.

(i) Acknowledgment of Real Estate Taxes. The Developer agrees that (A) for the purpose of this Agreement, the total projected minimum assessed value of the Property that is necessary to support the debt service indicated (Minimum Assessed Value") is shown on Exhibit K attached hereto and incorporated herein by reference for the years noted on Exhibit K; (B) Exhibit K sets forth the extent to which the Facility and other improvements will generate the fair market values, assessments, equalized assessed values and taxes shown thereon; and (C) the real estate taxes anticipated to be generated and derived from the respective portions of the Property and the Project for the years shown are fairly and accurately indicated in Exhibit K.

(ii) Real Estate Tax Exemption.;. -iWith respect to the Property or the Project, neither the Developer nor anyiagent, representative, lessee, tenant, assignee, transferee or successor in interest to the Developer shall, during the Term of this Agreement, seek, or authorize any exemption (as such term is used and defined in the Illinois Constitution, Article IX, Section 6 (1970)) for any year that the Redevelopment Plan is in effect.

(iii) No Reduction in Real Estate Taxes. Neither the Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Developer shall, during the Term of this Agreement, directly or indirectly, initiate, seek or apply for proceedings in order to lower the assessed value of all or any portion of the Property or the Project below the amount of the Minimum Assessed Value as shown in Exhibit K for the applicable year.

(iv) No Objections. Neither the Developer nor any agent, representative, lessee, tenant, assignee, transferee or successor in interest to the Developer, shall object to or in any way seek to interfere with, on procedural or any other grounds, the filing of any Underassessment Complaint or subsequent proceedings related thereto with the Cook County Assessor or with the Cook County Board of Appeals, by either the City or any taxpayer. The term "Underassessment Complaint" as used in this Agreement shall

1014734037 Page: 33 of 78

mean any complaint seeking to increase the assessed value of the Property up to (but not above) the Minimum Assessed Value as shown in Exhibit K,

(v) Covenants Running with the Land. The parties agree that the restrictions contained in this Section 8.19(c) are covenants running with the land and this Agreement shall be recorded by the Developer as a memorandum thereof, at the Developer's expense, with the Cook County Recorder of Deeds on the Closing Date. These restrictions shall be binding upon the Developer and its agents, representatives, lessees, successors, assigns and transferees from and after the date hereof, provided however, that the covenants shall be released when the Redevelopment Area is no longer in effect. The Developer agrees that any sale, lease, conveyance, or transfer of title to all or any portion of the Property or Redevelopment Area from and after the date hereof shall be made explicitly subject to such covenants and restrictions. Notwithstanding anything contained in this Section 8.19(c) to the contrary, the City, in its sole discretion and by its sole action, without-th©'-joinder or concurrence of the Developer, its successors or assigns, may waive and terminate the Developer's covenants and agreements set forth in this Section 8.19(c).

8.20 Intentionally Omitted.

8.21 Intentionally Omitted.

8.22 Public Benefits Program. The Developer shall undertake a public benefits program as described on Exhibit N. On a semi-annual basis, the Developer shall provide the City with a status report describing, in sufficient detail, the Developer's compliance with the public benefits program until the program is completed.

8.23 Job Readiness Program. The Developer will work with The Business Development Services Division of DCD and the office of the Alderman in which the Property is located in developing a strategy to maximize the number of qualified local residents hired at the Facility. Developer will also assist in the development of career path opportunities through continued training of new and incumbent workers. Activities to ensure local hiring and career path development may include but not be limited to customized recruiting and screening efforts, working in partnership with local community groups through DCD, Assisting in the development of curriculum for pre-employment skills training; assistance in the development of curriculum for incumbent workers and participation ,in. pn%^:or njqre employment/career information fairs in the 39th ward. Developer shall co-host the fair with other companies or community organizations. Job fair may be held when positions are available or in anticipation of positions being available. The standards and requirements for developing the strategy to maximize the number of qualified local residents hired at the Facility shall be written and attached hereto as Exhibit Q.

8.24 Survival of Covenants. All warranties, representations, covenants and agreements of the Developer contained in this Section 8 and elsewhere in this Agreement shall be true, accurate and complete at the time of the Developer's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and (except as provided in Section 7 hereof upon the issuance of a Certificate) shall be in effect throughout the Term of the Agreement.

1014734037 Page: 34 of 78

8.25 Annual Compliance Report'.' Beginning with the issuance of the Certificate and continuing throughout the Term of the Agreement, the Developer shall submit to DCD the Annual Compliance Report within 30 days after the end of the calendar year to which the Annual Compliance Report relates. The Annual Compliance Report shall also be submitted with each Requisition Form submitted by Developer for payment of City Funds.

SECTION 9. COVENANTS/REPRESENTATIONS/WARRANTIES OF CITY

9.01 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.

9.02 Survival of Covenants. All warranties, representations, and covenants of the City contained in this Section 9 or elsewhere in this Agreement shall be true, accurate, and complete at the time of the City's execution of this Agreement, and shall survive the execution, delivery and acceptance hereof by the parties hereto and be in effect throughout the Term of the Agreement.

SECTION 10. DEVELOPER'S; EMPLOYMENT OBLIGATIONS

10.01 Employment Opportunity . The Developer, on behalf of itself and its successors and assigns, hereby agrees, and shall contractually obligate its or their various contractors, subcontractors or any Affiliate of the Developer operating on the Property (collectively, with the Developer, the "Employers" and individually an "Employer") to agree, that for the Term of this Agreement with respect to Developer and during the period of any other party's provision of services in connection with the construction of the 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 et seg., Municipal Code, except as otherwise provided by said ordinance and as amended from time to time (the "Human Rights Ordinance"). Each Employer shall take affirmative action to ensure that applicants are hired and employed without discrimination based upon race, religion, color, sex, national origin or ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income and are treated in a nondiscriminatory manner with regard to all job-related matters, including without limitation: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Each Employer agrees.tcr;ppsfifq^:.conspicuous places, available to employees and applicants for employment, notices tb.be provided by the City setting forth the provisions of this nondiscrimination clause. In addition, the Employers, in all solicitations or advertisements for employees, shall state that all qualified applicants shall receive consideration for employment without discrimination based upon race, religion, color, sex, national origin or

1014734037 Page: 35 of 78

ancestry, age, handicap or disability, sexual orientation, military discharge status, marital status, parental status or source of income.

(b) To the greatest extent feasible, each. Employer is required to present opportunities for training and employment of low- and mode.rate-incQme residents of the City and preferably of the Redevelopment Area; and to provide 4,baji contracts for work in connection with the construction of the Project be awarded tb .busineVs concerns that are located in, or owned in substantial part by persons residing in, the City and preferably in the Redevelopment Area.

(c) Each Employer shall comply with all federal, state and local equal employment and affirmative action statutes, rules and regulations, including but not limited to the City's Human Rights Ordinance and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seg,. (1993), and any subsequent amendments and regulations promulgated thereto.

(d) Each Employer, in order to demonstrate compliance with the terms of this Section, shall cooperate with and promptly and accurately respond to inquiries by the City, which has the responsibility to observe and report compliance with equal employment opportunity regulations of federal, state and municipal agencies.

(e) Each Employer shall include the foregoing provisions of subparagraphs (a) through (d) in every contract entered into in connection with the Project, and shall require inclusion of these provisions in every subcontract entered into by any subcontractors, and every agreement with any Affiliate operating on the Property, so that each such provision shall be binding upon each contractor, subcontractor or Affiliate, as the case may be.

(f) Failure to comply with the ;emRlqy.ment_; _i.qbligations described in this Section 10.01 shall be a basis for the City to pursue_;rpm^.dies;under the provisions of Section 15.02 hereof.

10.02 Citv Resident Construction Worker 'Employment Requirement . The Developer agrees for itself and its successors and assigns, and shall (i) contractually obligate its General Contractor, if any, (ii) cause the General Contractor, if any, to contractually obligate its subcontractors, as applicable, and (iii) contractually obligate its subcontractors to agree, that during the construction of the Project they shall each and all comply with the minimum percentage of total worker hours performed by actual residents of the City as specified in Section 2-92-330 of the Municipal Code of Chicago (at least 50 percent of the total worker hours worked by persons on the site of the Project shall be performed by actual residents ofthe City); provided, however, that in addition to complying with this percentage, the Developer, its General Contractor and each subcontractor shall be required to make good faith efforts to utilize qualified residents ofthe City in both unskilled and skilled labor positions.

The Developer may request a reduction or waiver of this minimum percentage level of Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicago in accordance with standards and procedures developed by the Chief Procurement Officer of the City.

"Actual residents ofthe City" shall mean persons domiciled within the City. The domicile is an individual's one and only true, fixed apd_; perrti.anent home and principal establishment.

1014734037 Page: 36 of 78

The Developer, the General Contractor and each subcontractor shall provide for the maintenance of adequate employee residency records to show that actual Chicago residents are employed on the Project. Each Employer shall maintain copies of personal documents supportive of every Chicago employee's actual record of residence.

Weekly certified payroll reports (U.S. Department of Labor Form WH-347 or equivalent) shall be submitted to the Commissioner of DCD in triplicate, which shall identify clearly the actual residence of every employee on each submitted certified payroll. The first time that an employee's name appears on a payroll, the date that the Employer hired the employee should be written in after the employee's name. _t ,_; _; .,

The Developer, the General Coritr'actbr, if any, and each subcontractor shall provide full access to their employment records to the Chief Procurement Officer, the Commissioner of DCD, the Superintendent of the Chicago Police Department, the Inspector General or any duly authorized representative of any of them. The Developer, the General Contractor, if any, and each subcontractor shall maintain all relevant personnel data and records for a period of at least three (3) years after final acceptance of the work constituting the Project.

At the direction of DCD, affidavits and other supporting documentation will be required of the Developer, the General Contractor, if any, and each subcontractor to verify or clarify an employee's actual address when doubt or lack of clarity has arisen.

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

When work at the Project is completed, in the event that the City has determined that the Developer has failed to ensure the fulfillment of the requirement of this Section concerning the worker hours performed by actual Chicago' residents or failed to report in the manner as indicated above, the City will thereby bgrdarnage^l in the failure to provide the benefit of demonstrable employment to Chicagoans tp the degree stipulated in this Section. Therefore, in such a case of non-compliance, it is agreed, that 1/20 of 1 percent (0.0005) of the aggregate hard construction costs set forth in the Project budget (the product of .0005 x such aggregate hard construction costs) (as the same shall be evidenced by approved contract value for the actual contracts) shall be surrendered by the Developer to the City in payment for each percentage of shortfall toward the stipulated residency requirement. Failure to report the residency of employees entirely and correctly shall result in the surrender of the entire liquidated damages as if no Chicago residents were employed in either of the categories. The willful falsification of statements and the certification of payroll data may subject the Developer, the General Contractor and/or the subcontractors to prosecution. Any retainage to cover contract performance that may become due to the Developer pursuant to Section 2-92-250 of the Municipal Code of Chicago may be withheld by the City pending the Chief Procurement Officer's

1014734037 Page: 37 of 78

determination as to whether the Developer must surrender damages as provided in this paragraph.

Nothing herein provided shall be construed to be a limitation upon the "Notice of Requirements for Affirmative Action to Ensure Equal Employment Opportunity, Executive Order 11246" and "Standard Federal Equal Employment Opportunity, Executive Order 11246," or other affirmative action required for equal opportunity under the provisions of this Agreement or related documents.

The Developer shall cause or require the provisions of this Section 10.02 to be included in all construction contracts and subcontracts related to the Project.

10.03 MBEAA/BE Commitment. The Developer agrees 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., Municipal Code of Chicago (the "Procurement Program"), and (ii) the Minority- and Women-Owned Business Enterprise Construction Program, Section 2-92-650 et seg., Municipal Code of Chicago (the "Construction Program," and collectively with the Procurement Program, the "MBEAA/BE Program"), and in reliance upon the. provisions ofthe MBEAA/BE Program to the extent contained in, and as qualified by, the provisions of this Section 10.03, during the course ofthe Project, at least the following percentages of the MBEAA/BE Budget (as set forth in Exhibit H-2 hereto) shall be expended for contract participation by MBEs and by WBEs:

(1) At least 24 percent by MBEs.

(2) At least four percent by WBEs.

(b) For purposes of this Section 10.03 only, the Developer (and any party to whom a contract is let by the Developer in connection with the Project) shall be deemed a "contractor" and this Agreement (and any contract let by the Developer 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, Municipal Code of Chicago, as applicable.

(c) Consistent with Sections 2-92-440 and 2-92-720, Municipal Code of Chicago, the Developer's MBEAA/BE commitment may be achieved in part by the Developer's status as an MBE or WBE (but only to the extent of any actual work performed on the Project by the Developer) or by a joint venture with one or more MBEs or WBEs (but only to the extent of the lesser of (i) the MBE or WBE participation in such joint venture or (ii) the amount of any actual work performed on the Project by the MBE_;qr W^)., by the Developer utilizing a MBE or a WBE as the General Contractor (but only tOithe^xtentipf any actual work performed on the Project by the General Contractor, if any, by subcontracting pr causing the General Contractor, if any, 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 of the foregoing. Those entities which constitute both a MBE and a WBE shall not be credited more than once with regard to the Developer's MBEAA/BE commitment as described

1014734037 Page: 38 of 78

in this Section 10.03. In accordance with Section 2-92-730, Municipal Code of Chicago, the Developer shall not substitute any MBE or WBE General Contractor sor subcontractor without the prior written approval of DCD.

(d) The Developer shall deliver'qiiaHert^'r'fepbrts to the City's monitoring staff during the Project describing its efforts to achieve c'bmpliartce with this MBEAA/BE commitment. Such reports shall include, inter alia, the name ari'd business address of each MBE and WBE solicited by the Developer or the General Contractor, if any, 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 the Developer's compliance with this MBEAA/BE commitment. The Developer 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 of the Project, and the City's monitoring staff shall have access to all such records maintained by the Developer, on five Business Days' notice, to allow the City to review the Developer's compliance with its commitment to MBE/WBE participation and the status of any MBE or WBE performing any portion of the Project.

(e) Upon the disqualification of any MBE or WBE General Contractor or subcontractor, if such status was misrepresented by the disqualified party, the Developer 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, Municipal Code of Chicago, as applicable; _;'

■fi' . i#?V: i- V

(f) Any reduction or waiver o^Jthe^DeyelpRet's MBE/WBE commitment as described in this Section 10.03 shall be undertaken In-accordance with Sections 2-92-450 and 2-92-730, Municipal Code of Chicago, as applicable.

(g) Prior to the commencement of the Project, the Developer shall be required to meet with the City's monitoring staff with regard to the Developer's compliance with its obligations underthis Section 10.03. The General Contractor, if any, and all major subcontractors shall be required to attend this pre-construction meeting. During said meeting, the Developer 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, the Developer 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 MBEAA/BE contractor associations have been informed of the 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 the Developer is not complying with its obligations under this Section (\ 0.03, shall, upon the delivery of written notice to the Developer, be deemed an Event pt^ejaujt. Upon the occurrence of any such Event of Default, in addition to any other remedies j^qvir^ed in .this Agreement, the City may: (1) issue a

■■;V,i. '■'■■■/i)^!-;',i:n.'iji.v-

1014734037 Page: 39 of 78

written demand to the Developer to halt the Project, (2) withhold any further payment of any City Funds to the Developer or the General Contractor, or (3) seek any other remedies against the Developer available at law or in equity.

SECTION 11v ENVIRONMENTAL MATTERS

The Developer hereby represents and warrants to the City that the Developer has conducted environmental studies sufficient to conclude that the Project may be constructed, completed and operated in accordance with all Environmental Laws and this Agreement and all Exhibits attached hereto, the Scope Drawings, .Plans and Specifications and all amendments thereto, [the Bond Ordinance] and the_i;R,e,deV,e!pprnent_lPlan.

Without limiting any other proyisipns.hereQ.f,, the Developer agrees to indemnify, defend and hold the City harmless from and' against any and all losses, liabilities, damages, injuries, costs, expenses or claims of any kind whatsoever including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Laws incurred, suffered by or asserted against the City as a direct or indirect result of any of the following, regardless of whether or not caused by, or within the control of the Developer: (i) the presence of any Hazardous Material on or under, or the escape, seepage, leakage, spillage, emission, discharge or release of any Hazardous Material from (A) all or any portion of the Property or (B) any other real property in which the Developer,'or any person directly or indirectly controlling, controlled by or under common control with the Developer, holds any estate or interest whatsoever (including, without limitation, any property owned by a land trust in which the beneficial interest is owned, in whole or in part, by the Developer), or (ii) any liens against the Property permitted or imposed by any Environmental Laws, or any actual or asserted liability or obligation of the City or the Developer or any of its Affiliates under any Environmental Laws relating to the Property.

SECTION 12. INSURANCE

The Developer must provide and, iat;Peveloper's own expense, or cause to be

provided and maintained during the_t._:,ter^-pf'^i.!Agreernent, the insurance coverage and requirements specified below, insurin^all,qp.ef^tip;r|s. .related to the Agreement.

i '.'""'-.

(a) Prior to execution and delivery of this Agreement.

(i) Workers Compensation and Employers Liability

Workers Compensation Insurance, as prescribed by applicable law covering all employees who are to provide work under this Agreement and Employers Liability coverage with limits of not less than $100,000 each accident, illness or disease.

(ii) Commercial General Liability (Primary and Umbrella)

1014734037 Page: 40 of 78

;-,-i:'<. ■>(! :<> ■ ■

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: Ail 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 on the Project.

(iii) All Risk Property

All Risk Property Insurance at replacement value of the property to protect against loss of, damage to, or destruction of the building/facility. The City is to be named as an additional insured and loss payee/mortgagee, if applicable.

(b) Construction. Prior to the construction of any portion of the Project, Developer wilt cause its architects, contractors,, subcontractors, project managers and other parties constructing the Project to procure and'maihta.ih'ihe following kinds and amounts of insurance:

(i) Workers Compensation and Employers Liability

(ii) Commercial General Liability (Primary and Umbrella)

Commercial General Liability Insurance or equivalent with limits of not less than $2.000,000 per occurrence for bodily injury, personal injury, and property damage liability. Coverages must include the following: All premises and operations, products/completed operations (for a minimum of two (2) years following project completion), explosion, collapse, underground, separation of insureds, defense, and contractual liability (with no limitation endorsement). The City of Chicago is to be named as an additional insured on a primary, non-contributory basis for any liability arising directly or indirectly from the work.

, .,,.:, . .auc.-.

(iii) Automobile Liability:(}Pri|yiatp/,-.and Umbrella)

When any motqr 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.

(iv) Railroad Protective Liability

1014734037 Page: 41 of 78

When any work is to be done adjacent to or on railroad or transit property, Developer musjfii-p(!6v'|^iv^use to be provided with respect to the operations that Contractors perform, Railroad Protective Liability Insurance in th'e.' naWe^:cf%a'ilfoad or transit entity. The policy must have limits of not less thari $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.

(v) AH Risk /Builders Risk

When Developer undertakes any construction, including improvements, betterments, and/or repairs, the Developer must provide or cause to be provided All Risk Builders Risk Insurance at replacement cost for materials, supplies, equipment, machinery and fixtures that are or will be part of the project. The City of Chicago is to be named as an additional insured and loss payee/mortgagee if applicable.

(vi) Professional Liability

When any architects, engineers, construction managers or other professional consultants perform work in connection with this Agreement, Professional Liability .Insurance covering acts, errors, or omissions must be maintained^it^Jj^^^pj^'.less than $ 1,000.000. Coverage must include contractual ;ji.abWy! When policies are renewed or replaced, the policy retroactive .date musUgpincide 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.

(vii) 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.

(viii) Contractors Pollution Liability

When any remediation work is performed which may cause a pollution exposure, the Developer 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 , operatiqns.,,.,. contractual liability, defense, excavation, environmental cleanup, remediation ^irj^ ^i^p^aj.j L'^pen policies are renewed or replaced, the policy retroactive date must coincide ^ijih'.^fl^c.^e.istart of work on the Agreement. A claims-

7|!:'; ■ 'iVii^1--'! i:t,i. i .

1014734037 Page: 42 of 78

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.

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

(d) Other Requirements: \-_: .

The Developer must furnipti ith©¹-Cfty- of Chicago, Department of Community 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 must submit evidence of insurance on the City of Chicago Insurance Certificate Form (copy attached) or equivalent prior to closing. The receipt of any certificate does not constitute agreement by the City that the insurance requirements in the Agreement have been fully met or that the insurance policies indicated on the certificate are in compliance with all Agreement requirements. The failure of the City to obtain certificates or other insurance evidence from Developer is not a waiver by the City of any requirements for the Developer to obtain and maintain the specified coverages. The Developer shall advise all Insurers of the Agreement provisions regarding insurance. Non-conforming insurance does not relieve Developer of the obligation to provide insurance as specified herein. Nonfulfillment of the insurance conditions may constitute a violation of the Agreement, and the City retains the right to stop work and/or terminate agreement until proper evidence of insurance is provided.

The insurance must provide for 60 days prior written notice to be given to the City in the event coverage is substantially changed, canceled, or non-renewed.

Any deductibles or seji.^lri^fi#4©fen,tions on referenced insurance coverages must be borne by Developer ajjjd. Contractors;.

The Developer 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 in no way limit the Developer's liabilities and responsibilities specified_;within the Agreement or by law.

Any insurance or self insurance programs maintained by the City of Chicago do not contribute with insurance provided by the Developer under the Agreement.

1014734037 Page: 43 of 78

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 is a joint venture or limited liability company, the insurance policies must name the joint venture or limited liability company as a named insured.

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

If Developer, 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 . Developer agrees to indemnify, pay, defend and hold the City, and its elected and appointed officials, employees, agents and affiliates (individually an "Indemnitee," and collectively the "Indemnitees") harmless from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and including without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, suffered, incurred by or asserted against the Indemnitees in any manner relating or arising out of:

(i) the Developer's failure to comply with any of the terms, covenants and conditions contained within this Agreement; or

(ii) the Developer's or any contractor's failure to pay General Contractors, subcontractors or materialmen ,in connedtipn with the TIF-Funded Improvements or any other Project improvement; or

(iii) the existence of^.any^rriaterial misrepresentation or omission in this Agreement, any offering memorandum or information statement or the Redevelopment Plan or any other document related to this Agreement that is the result of information supplied or omitted by the Developer or any Affiliate Developer or any agents, employees, contractors or persons acting under the control or at the request of the Developer or any Affiliate of Developer; or

(iv) the Developer's failure to cure any misrepresentation in this Agreement or any other agreement relating hereto;

1014734037 Page: 44 of 78

provided, however, that Developer shall have no obligation to an Indemnitee arising from the wanton or willful misconduct of that Indemnitee. To the extent that the preceding sentence may be unenforceable because it is violative of any law or public policy, Developer shall contribute the maximum portion that it is permifte#fo^: p;ay and satisfy under the applicable law, to the payment and satisfaction of all indemnified'fiabiiitieW incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 13,01 shall survive the termination of this Agreement.

SECTION 14. MAINTAINING RECORDS/RIGHT TO INSPECT

14.01 Books and Records . The Developer shall keep and maintain separate, complete, accurate and detailed books and records necessary to reflect and fully disclose the total actual cost of the Project and the disposition of all funds from whatever source allocated thereto, and to monitor the Project. All such books, records and other documents, including but not limited to the Developer's loan statements, if any, General Contractors' and contractors' sworn statements, general contracts, subcontracts, purchase orders, waivers of lien, paid receipts and invoices, shall be available at the Developer's offices for inspection, copying, audit and examination by an authorized representative of the City, at the Developer's expense. The Developer shall incorporate this right to inspect, copy, audit and examine all books and records into all contracts entered into by the Developer with respect to the Project.

14.02 Inspection Rights . Upon three (3) business days' notice, any authorized representative of the City has access to, all. pdirtipns of the Project and the Property during normal business hours for the Term ofcthe;AgrjB^ent;;

■> !'<

SECTION 15. DEFAULT AND REMEDIES

15.01 Events of Default . The occurrence of any one or more of the following events, subject to the provisions of Section 15.03. shall constitute an "Event of Default" by the Developer hereunder:

(a) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under this Agreement or any related agreement;

(b) the failure of the Developer to perform, keep or observe any of the covenants, conditions, promises, agreements or obligations of the Developer under any other agreement with any person or entity if such failure may have a material adverse effect on the Developer's business, property, assets, operations or condition, financial or otherwise;

(c) the making or furnishing by the Developer to the City of any representation, warranty, certificate, schedule, report pr other cp^tTjunication within or in connection with this Agreement or any related agreement.^hic^^j'yritrufi or misleading in any material respect;

■,' .?'? :^:

1014734037 Page: 45 of 78

(d) except as otherwise permitted hereunder, the creation (whether voluntary or involuntary) of, or any attempt to create, any lien or other encumbrance upon the Property, including any fixtures now or hereafter attached thereto, other than the Permitted Liens, or the making or any attempt to make any levy, seizure or attachment thereof;

(e) the commencement of any proceedings in bankruptcy by or against the Developer or for the liquidation or reorganization of the Developer, or alleging that the Developer is insolvent or unable to pay its debts as tney^^atu^^!'fj>r:.Jhe readjustment or arrangement of the Developer's debts, whether under the. United-Stafes Bankruptcy Code or under any other state or federal,law, now or hereafter existing for the¹ relief of debtors, or the commencement of any analogous statutory or non-statutory proceedings involving the Developer; provided, however, that if such commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such proceedings are not dismissed within sixty (60) days after the commencement of such proceedings;

(f) the appointment of a receiver or trustee for the Developer, for any substantial part of the Developer's assets or the institution of any proceedings for the dissolution, or the full or partial liquidation, or the merger or consolidation, of the Developer; provided, however, that if such appointment or commencement of proceedings is involuntary, such action shall not constitute an Event of Default unless such appointment is not revoked or such proceedings are not dismissed within sixty (60) days after the commencement thereof;

(g) the entry of any judgment or order against the Developer which remains unsatisfied or undischarged and in effect for sixty (60) days after such entry without a stay of enforcement or execution;

(h) the occurrence of an event of default under the Lender Financing, which default is not cured within any applicable cure period;

(i) the dissolution of the Deyejp|^#.$i&_! qleath of any natural person who owns a material interest in the Developer; or ;, 'fa It: i V¹

'y i,'-. :

(j) the institution in any court of a criminal proceeding (other than a misdemeanor) against the Developer or any natural person who owns a material interest in the Developer, which is not dismissed within thirty (30) days, or the indictment of the Developer or any natural person who owns a material interest in the Developer, for any crime (other than a misdemeanor).

(k) following the issuance of the Certificate, the sale or transfer of a majority of the ownership interests of the Developer without the prior written consent of the City, except for transfers between affiliated and/or related entities of Developer but even in that event only so long as the Facility and/or Property shall continue to be used as a subscription and publications business as set forth herein.

For purposes of Sections 15,01(i) and 15.010) hereof, a person with a material interest in the Developer shall be one owning in excess of [ten (10%)] of the Developer's issued and outstanding shares of stock.

1014734037 Page: 46 of 78

15.02 Remedies . In addition to other remedies provided to the City hereunder, upon the occurrence of an Event of Default, the City may (i) terminate this Agreement and all related agreements, (ii) withhold, suspend or cancel disbursement of City Funds and (iii) ask for and institute legal action to recapture any and all City Funds previously disbursed to Developer pursuant to this Agreement. The City may, in any court of competent jurisdiction by any action or proceeding at law or in equity, pursue and secure any available remedy, including but not limited to injunctive relief or the specific performance of the agreements contained herein.

15.03 Curative Period . In the event the Developer shall fail to perform a monetary covenant which the Developer is required to perform under this Agreement, notwithstanding any other provision of this Agreement to the contrary, an Event of Default shall not be deemed to have occurred unless the Developer has failed to perform such monetary covenant within ten (10) days of its receipt of a written notice from the City specifying that it has failed to perform such monetary covenant. In the event 'the'. ^ye'loper shall fail to perform a non-monetary covenant which the Developer is requlfe.dtlp perform underthis Agreement, notwithstanding any other provision of this Agreement to the contrary; an Event of Default shall not be deemed to have occurred unless the Developer has failed to cure such default within thirty (30) days of its receipt of a written notice from the City specifying the nature of the default; provided, however, with respect to those non-monetary defaults which are not capable of being cured within such thirty (30) day period, the Developer shall not be deemed to have committed an Event of Default under this Agreement if it has commenced to cure the alleged default within such thirty (30) day period and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured and actually cures said default within ninety (90) days; provided, further, that there shall be no additional cure periods under this Section 15.03 with respect to the Developer's failure to comply with covenants, representations and requirements for which cure periods are otherwise provided herein including, without limitation, the job creation and maintenance requirements of Section 8.06; it being understood and agreed by the parties that any cure periods otherwise provided herein for Developer's covenants, representations and requirements shall be the sole cure periods for said obligations.

SECTION 16. MORTGAGING OF THE PROJECT

All mortgages or deeds of trust in place as of the date hereof with respect to the Property or any portion thereof are listed on Exhibit, G hereto (including but not limited to mortgages made prior to or on the date hereof, jn_ncoape^ti^ Lender Financing) and are referred to herein as the "Existing Mortgages." ^'n^rnprtg^gPipr deed of trust that the Developer may hereafter elect to execute and record, or^pempif to be recorded against the Property or any portion thereof is referred to herein _;as 'a "New. Mortgage." Any New Mortgage that the Developer may hereafter elect to execute and record or permit to be recorded against the Property or any portion thereof with the prior written consent of the City is referred to herein as a "Permitted Mortgage." It is hereby agreed by and between the City and the Developer as follows:

(a) In the event that a mortgagee or any other party shall succeed to the Developer's interest in the Property or any portion thereof pursuant to the exercise of remedies under a New Mortgage (other than a Permitted Mortgage), whether by foreclosure or deed in lieu of

1014734037 Page: 47 of 78

foreclosure, and in conjunction thereyvit^aoi^eg,f^._;an assignment of the Developer's interest hereunder in accordance with Sectionrl845'.herepf. the City may, but shall not be obligated to, attorn to and recognize such party as the success'or in interest to the Developer for all purposes under this Agreement and, unless so recognized by the City as the successor in interest, such party shall be entitled to no rights or benefits under this Agreement, but such party shall be bound by those provisions of this Agreement that are covenants expressly running with the land.

(b) In the event that any mortgagee shall succeed to the Developer's interest in the Property or any portion thereof pursuant to the exercise of remedies under an Existing Mortgage or a Permitted Mortgage, whether by foreclosure or deed in lieu of foreclosure, and in conjunction therewith accepts an assignment of the Developer's interest hereunder in accordance with Section 18.15 hereof, the City hereby agrees to attorn to and recognize such party as the successor in interest to the Developer for all purposes under this Agreement so long as such party accepts all of the obligations and liabilities of "the Developer" hereunder [Note: in a transaction where a City Note is issued, confirm with DCD whether the assignee can receive payments under the City Note without additional City consent]; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed that if such party accepts an assignment of the Developer's interest under this Agreement, such party has no liability under this Agreement for any Event of Default of the Developer which accrued prior to the time such party succeeded to the interest of the Developer under this Agreement, in which casejthejpgye^ex. shall be solely responsible. However, if such mortgagee under a Permitted^q^^i^lirl.ian Existing Mortgage does not expressly accept an assignment of the Developer's interest, hereunder, such party shall be entitled to no rights and benefits under this AgreemeF^and,-.such party shall be bound only by those provisions of this Agreement, if any, which are covenants expressly running with the land.

(c) Prior to the issuance by the City to the Developer of a Certificate pursuant to Section 7 hereof, no New Mortgage shall be executed with respect to the Property or any portion thereof without the prior written consent of the Commissioner of DCD. [Note: Ask DCD whether there should be any restrictions; on mortgages placed on the Property after the Certificate. See note to Section 8.01(d) and make these provisions consistent.]

SECTION 17. NOTICE

Unless otherwise specified, any notice, demand or request required hereunder shall be given in writing at the addresses set forth below, by any of the following means; (a) personal service; (b) telecopy or facsimile; (c) overnight courier, or (d) registered or certified mail, return

City of Chicago

Department of Community Development 121 NorJrJ^S.alle Street, Room 1000

^W%%jlf^|n'gⁱ?A0602

^fifen$9fifc s^pmmissioner

City of¹ Chicago Department of Law

receipt requested. If to the City:

With Copies To:

1014734037 Page: 48 of 78

121 North LaSalle Street, Room 600 Chicago, Illinois 60602

Attention: Finance and Economic Development Division

If to the Developer: CCH Incorporated

27OO'ba^e-_!0G)pk. Road ^©.^^^It'Jn'ojs 60015 ^ttn-'ijfeKielFin'ancial Officer

With Copies To: Neal and leroy, LLC

203 N. LaSalle Street, Suite 2300 Chicago, Illinois 60601 Attn: Carol D. Stubblefield

Such addresses may be changed by notice to the other parties given in the same manner provided above. Any notice, demand, or request sent pursuant to either clause (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch. Any notice, demand or request sent pursuant to clause (c) shall be deemed received on the day immediately following deposit with the overnight courier and any notices, demands or requests sent pursuant to subsection (d) shall be deemed received two (2) business days following deposit in the mail.

SECTION 18. MISCELLANEOUS

18.01 Amendment . This Agreement and the Exhibits attached hereto may not be amended or modified without the prior written consent of the parties hereto; provided, however, that the City, in its sole discretion, may a,me,n.d., .iri.pdify or supplement Exhibit D hereto without the consent of any party hereto. lt-|i.s,ij)ap^e,eJi|!fh||tin^,o material amendment or change to this Agreement shall be made or be eff^tiy^hl^lsyfatjfied or authorized by an ordinance duly adopted by the City Council. The term."material" for the purpose of this Section 18.01 shall be defined as any deviation from the terms of the Agreement which operates to cancel or otherwise reduce any developmental, construction or job-creating obligations of Developer (including those set forth in Sections 10.02 and 10.03 hereof) by more than five percent (5%) or materially changes the Project site or character of the Project or any activities undertaken by Developer affecting the Project site, the Project, or both, or increases any time agreed for performance by the Developer by more than [ninety (90)] days.

18.02 Entire Agreement . This Agreement (including each Exhibit attached hereto, which is hereby incorporated herein by reference) constitutes the entire Agreement between the parties hereto and it supersedes all prior agreements, negotiations and discussions between the parties relative to the subject matter hereof.

18.03 Limitation of Liability . No member, official or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer from the City or any successor in interest or on any obligation under the terms of this Agreement.

n. ^:-:/-'.'4f \ .

1014734037 Page: 49 of 78

18.04 Further Assurances . The Developer agrees to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications as may become necessary or appropriate to carry out the terms, provisions and intent of this Agreement.

18.05 Waiver. Waiver by the City or the Developer with respect to any breach of this Agreement shall not be considered or treated as a waiver of the rights of the respective party with respect to any other default or with respect to .any particular default, except to the extent specifically waived by the City or the Developer in writing. No delay or omission on the part of a party in exercising any right shall operate as a waiver of such right or any other right unless pursuant to the specific terms hereof. A waiver by a party of a provision of this Agreement shall not prejudice or constitute a waiver of such party's right otherwise to demand strict compliance with that provision or any other provision oWhis Agreement. No prior waiver by a party, nor any course of dealing between the partie^er;^{|§^||^bn'j5titute a waiver of any such parties' rights or of any obligations of any other party: hereto -mito any future transactions.

18.06 Remedies Cumulative . The remedies of a party hereunder are cumulative and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any other remedies of such party unless specifically so provided herein.

18.07 Disclaimer. Nothing contained in this Agreement nor any act of the City shall be deemed or construed by any of the parties, or by any third person, to create or imply any relationship of third-party beneficiary, principal or agent, limited or general partnership or joint venture, or to create or imply any association or relationship involving the City.

18.08 Headings . The paragraph and section headings contained herein are for convenience only and are not intended to limit, vary, define or expand the content thereof.

18.09 Counterparts , This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

18.10 Severability . If any provision in this Agreement, or any paragraph, sentence, clause, phrase, word or the application.' (here,qf₍,j,jp any circumstance, is held invalid, this Agreement shall be construed as if^u^^jn^)|f|i^:_;;p;art were never included herein and the remainder of this Agreement shall be ;ar)|i;';i>e_!i^ai,n,^aiid.and enforceable to the fullest extent permitted by law.

18.11 Conflict. In the event of a conflict between any provisions of this Agreement and the provisions of the TIF Ordinances and/or the [the Bond Ordinance, if any,] such ordinance(s) shall prevail and control.

18.12 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to its conflicts of law principles.

1014734037 Page: 50 of 78

:■.; .I'^i ;o:'.r<ii'i,,.'-'-

18.13 Form of Documents . All documents required by this Agreement to be submitted, delivered or furnished to the City shall be inform and content satisfactory to the City.

18.14 Approval. Wherever this Agreement provides for the approval or consent of the City, DCD or the Commissioner, or any matter is to be to . the City's, DCD's or the Commissioner's satisfaction, unless specifically stated to the contrary, such approval, consent or satisfaction shall be made, given or determined by the City, DCD or the Commissioner in writing and in the reasonable discretion thereof. The Commissioner or other person designated by the Mayor of the City shall act for the City or DCD in making all approvals, consents and determinations of satisfaction, granting the Certificate or otherwise administering this Agreement for the City.

18.15 Assignment . The Developer may not sell, assign or otherwise transfer its interest in this Agreement in whole or in part without the written consent of the City. Any successor in interest to the Developer under this Agreement shall certify in writing to the City its agreement to abide by all remaining executory terms of this Agreement, including but not limited to [Sections 8.19 [Real Estate Provisions] and 8.241 (Survival of Covenants) hereof, for the Term of the Agreement. The Developer consents to the City's sale, transfer, assignment or other disposal of this Agreement at any time in whole or in part.

18.16 Binding Effect . This Agreement; shall be binding upon the Developer, the City and their respective successors and .permitted, assigns (as provided herein) and shall inure to the benefit ofthe Developer, the City and their respective successors and permitted assigns (as provided herein). Except as otherwise provided herein, this Agreement shall not run to the benefit of, or be enforceable by, any person or entity other than a party to this Agreement and its successors and permitted assigns. This Agreement should not be deemed to confer upon third parties any remedy, claim, right of reimbursement or other right.

18.17 Force Majeure . Neither the -City nor the Developer nor any successor in interest to either of them shall be considered in breach of or in default of its obligations under this Agreement in the event of any delay caused by damage or destruction by fire or other casualty, strike, shortage of material, unusually adverse weather conditions such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures of abnormal degree or for an abnormal duration, tornadoes or cyclones, and other events or conditions beyond the reasonable control of the party affected which in fact interferes with the ability of such party to discharge its obligations hereunder. The individual or entity relying on this section with respect to any such delay shall, upon the occurrence ofthe event causing such delay, immediately give written notice to the other parties to this Agreement. The individual or entity relying on this section with respect to any such delay may rely on this section only to the extent of the actual number of days of delay effected by aqy such events described above.

18.18 Exhibits . All of th9.,,ex^biitsn^ttaehed hereto are incorporated herein by reference. j_i;V ', .

j.'*;.

18.19 Business Economic Support Act . Pursuant to the Business Economic Support Act (30 ILCS 760/1 et seg), if the Developer is required to provide notice under the WARN Act, the Developer shall, in addition to the notice required under the WARN Act, provide at the same

1014734037 Page: 51 of 78

time a copy of the WARN Act notice to the Governor of the State, the Speaker and Minority Leader of the House of Representatives of the State, the President and minority Leader of the Senate of State, and the Mayor of each municipality where the Developer has locations in the State. Failure by the Developer to provide such, notice as described above may result in the termination of all or a part of the payment or reimbursement obligations of the City set forth herein. 'ti^ffi-r?

18.20 Venue and Consent to Jurisdiction . If there is a lawsuit under this Agreement, each party may hereto agrees to submit to the jurisdiction of the courts of Cook County, the State of Illinois and the United States District Court for the Northern District of Illinois.

18.21 Costs and Expenses . In addition to and not in limitation of the other provisions of this Agreement, Developer agrees to pay upon demand the City's out-of-pocket expenses, including attorney's fees, incurred in connection with the enforcement of the provisions of this Agreement. This includes, subject to any limits under applicable law, attorney's fees and legal expenses, whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services. Developer also will pay any court costs, in addition to all other sums provided by law.

18.22 Business Relationships . The Developer acknowledges (A) receipt of a copy of Section 2-156-030 (b) of the Municipal Code of Chicago, (B) that Developer has read such provision and understands that pursuant to such Section 2-156-030 (b), it is illegal for any elected'official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected City, official _;<?r .employee has a "Business Relationship" (as defined in Section 2-156-080 of the. Municjpai^Code of Chicago), or to participate in any discussion in any City Council committee Hearing or in any City Council meeting or to vote on any matter involving any person with whom the' elected City official or employee has a "Business Relationship" (as defined in Section 2-156-080 ofthe Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom, an elected official has a Business Relationship, and (C) that a violation of Section 2-156-030 (b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated by this Agreement shall be grounds for termination of this Agreement and the transactions contemplated hereby. The Developer hereby represents and warrants 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 hereby.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

■ i,i,i> .SJt 'il

' 'tf;.i:r,i:isi;:;7 <■;:

'i':.n ■.' ■'<:■'■■:>. i".i .-i 46

1014734037 Page: 52 of 78

IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.

CCH INCORPORATED, a Delaware corporation

By: <^JQU< lAStsnA^^^_

Print flame: pot/6- u>/A/re/j/?o$e

Its; Bt£tuTivE \)>P, th CFQ Print Title:

CITY OF CHICAGO

By:_

Print Name:

Its: _Commissioner

Department of Community Development

1014734037 Page: 53 of 78

IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed on or as of the day and year first above written.

CCH INCORPORATED, a Delaware corporation

By:_____

Print Name:

Its:_

Print Title:

CITY OF CHICAGO

Department of Community Development

Print Name:

Its:

Commissioner

1014734037 Page: 54 of 78

STATE OF ILLINOIS )

)SS

COUNTY OF COOK )

I, BiLESM F SuRftlKOFF , a notary public in and for the said County, in the State aforesaid, DO HEREBY CERTIFY that DOUG- LUfMTEtf#o&? personally known to

me to be the/r/gc. 0- p- rdpo_of CCH Incorporated, a Delaware corporation

(the "Developer"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed, sealed, and delivered said instrument, pursuant to the authority given to him/her by the [Board of Directors] of the Developer, as his/her free and voluntary act and as the free and voluntary act of the Developer, for the uses and purposes therein set forth.

GIVEN under my hand and official seal this 35&dffy of May, 2010.

Notary Public

My Commission Expires /Q/'i/}2-

(SEAL)

1014734037 Page: 55 of 78

STATE OF ILLINOIS )

)SS

COUNTY OF COOK )

a notary public in and fo^the said County, in the State

_(lAAjuU&kO K(LOAk=i& . personally

_ ,-_ -, ______ Commissioner of the Department of Community

Development of the City of/Chicago((lhe "City"), and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed, sealed, and delivered said instrument pursuant to the authority given to him/her by the City, as his/her free and voluntary act and as the free and voluntary act of the City, for the uses and purposes therein set forth.

GIVEN under my hand and official seal this 27th day of M A Y 2olO.

\y)(t ;i AA ( O/jJte&Jk Notary Public ' '

Commission Expires_

OFFICIAL SEAL YOLANDA GUESADA NOTARY PUBUC - STATE OF ILUNOtS MY COMMISSION EXPIRES;09/28/13

1014734037 Page: 56 of 78

EXHIBIT A REDEVELOPMENT AREA

[SEE ATTACHED]

1014734037 Page: 57 of 78

Ejcnie>\r A

Peterson/Pulaski Ke4eve.\ of me rti: frvjje.ct "Area

ALL THAT PART OF SECTIONS 2 AND 3 FN, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN BOUNDED AND DESCRIBED AS FOLLOWS:

BEGr>TNING AT THE POINT OF INTERSECTION OF THE NORTH LINE OF W. ROSEMONT AVENUE WITH THE WEST LINE OF N. PULASKI AVENUE;

THENCE NORTH ALONG SAID WEST LINE OF N. PULASKI AVENUE TO THE NORTH LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, SAID NORTH LINE OF THE EAST HALF OF THE NORTHEAST QUARTER OF SECTION 3 BEING ALSO THE CENTER LINE OF W. DEVON AVENUE;

THENCE EAST ALONG SAID CENTER LINE OF W. DEVON AVENUE TO THE NORTHEASTERLY EXTENSION OF THE SOUTHEASTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY;

THENCE SOUTHWESTERLY ALONG SAID NORTHEASTERLY EXTENSION AND THE SOUTHEASTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY TO THE NORTHERLY EXTENSION OF THE WEST LINE OF LOT 341 IN DEVON-CRAWFORD ADDITION TO NORTH EDGEWATER, A SUBDIVISION OF THE (EXCEPT THE EAST 26 ACRES AND EXCEPT THE RIGHT OF WAY OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY) FRACTIONAL NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN NORTH OF THE INDIAN BOUNDARY LINE, SAID WEST LINE OF LOT 341 BEING ALSO THE EAST LINE OF THE ALLEY WEST OF N. HARDING AVENUE;

THENCE SOUTH ALONG SAID NORTHERLY EXTENSION AND ALONG THE EAST LINE OF THE ALLEY WEST OF N. HARDING AVENUE TO THE SOUTH LINE OF W. GRANVILLE AVENUE;

THENCE WEST ALONG SAID SOUTH LINE OF W. GRANVILLE AVENUE TO THE EAST LINE OF N. PULASKI ROAD;

THENCE SOUTH ALONG SAID EAST LINE OF N. PULASKI ROAD TO THE EASTERLY EXTENSION OF THE SOUTH LINE OF LOT 6 IN COOK'S SUBDIVISION SOUTH OF THE INDIAN BOUNDARY LINE IN THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, SAID SOUTH LINE OF LOT 6 BEING ALSO THE NORTH LINE OF BLOCK I IN TIMM'S SUBDIVISION OF PART OF THE SOUTHEAST FRACTIONAL QUARTER OF SECTION 3, TO WNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN;

Chicago Guarantee Survey Co.

123 W. Madison. St, Suite. 1300, Chicago, 111., 60602

Ordered by: Peckharn Guyton Albcrs & Viete, Inc

1014734037 Page: 58 of 78

THENCE WEST ALONG SAID EASTERLY EXTENSION SOUTH LINE OF LOT 6 TO THE WEST LINE OF LOT I EN BLOCK 4 FN GEORGE C. HJJELD'S BRYNFORD PARK SUBDIVISION OF PART OF THE SOUTHEAST QUARTER OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, SAID WEST LINE OF LOT 1 BEING ALSO THE EAST LINE OF THE ALLEY WEST OF N. KEDVALE AVENUE;

THENCE SOUTH ALONG SAID EAST LINE OF THE ALLEY WEST OF N. KEDVALE AVENUE AND ALONG THE SOUTHERLY EXTENSION THEREOF TO THE SOUTH LINE OF W. BRYN MAWR AVENUE;

THENCE WEST ALONG SAID SOUTH LINE OF W. BRYN MAWR AVENUE TO THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF THAT PART OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PIN 13-03-400-047, SAID EASTERLY LINE BEING ALSO THE WESTERLY LINE OF THAT PART OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PEN 13-03-404-033;

THENCE NORTHERLY ALONG SAID SOUTHERLY EXTENSION AND THE WESTERLY LINE OF THAT PART OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PIN 13-03-404-033 TO THE NORTHERLY LINE THEREOF, SAID NORTHERLY LINE ADJOINING THAT PART OF SAID CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PEN 13-03-400-047;

THENCE EAST ALONG SAID NORTHERLY LINE OF THAT PART OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PEN 13-03-404-033 TO THE EASTERLY LINE OF THAT PART OF SAID CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PEN 13-03-400-047;

THENCE NORTHERLY ALONG SAID EASTERLY LINE OF THAT PART OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY BEARING PEN 13-03-400-047 AND ALONG THE NORTHERLY EXTENSION THEREOF TO THE NORTHWESTERLY LINE OF W. ROGERS AVENUE;

THENCE NORTHEASTERLY .ALONG SAID NORTHWESTERLY LINE OF W. ROGERS AVENUE TO THE SOUTH LINE OF W. PETERSON AVENUE;

THENCE NORTHWEST ALONG A STRAIGHT LINE TO THE POINT OF INTERSECTION OF THE NORTHEASTERLY LINE OF S AUG AN ASH AVENUE WITH THE NORTHWESTERLY LINE OF THE SOUTHEASTERLY 3 FEET OF LOT 5 EN BLOCK 21 EN EDWARD R. WANLAND AND SON SAUGANASH PARK, A RESUBDIVISION OF LOTS 13 TO 25 EN BLOCK 21 EN KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, A SUBDIVISION OF THE NORTHEAST FRACTIONAL QUARTER OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN;

THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF THE SOUTHEASTERLY 3 FEET OF LOT 5 EN BLOCK 21 EN EDWARD R. WANLAND AND SON

Chicago Guarantee Survey Co.

123 W. Madison St, Suite. 1300, Chicago, UL, 60602

Ordered by: Peckharn Guyton Albers & Viets, Inc

1014734037 Page: 59 of 78

SAUGANASH PARK AND ALONG THE NORTHEASTERLY EXTENSION THEREOF TO THE SOUTHWESTERLY LINE OF LOT 12 EN SAID BLOCK 21 EN KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, SAED SOUTHWESTERLY LINE OF LOT 12 BEING ALSO THE NORTHEASTERLY LINE OF THE ALLEY NORTHEAST OF SAUGANASH AVENUE;

THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF THE ALLEY NORTHEAST OF SAUGANASH AVENUE TO THE WEST LINE OF N. KEDVALE AVENUE;

THENCE NORTH ALONG SAID WEST LINE OF N. KEDVALE AVENUE TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF LOT 21 IN BLOCK 20 IN SAID KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, SAID SOUTH LINE OF LOT 21 BEING ALSO THE NORTH LINE OF THE ALLEY NORTH OF W. PETERSON AVENUE;

THENCE EAST ALONG SAID WESTERLY EXTENSION AND THE SOUTH LINE OF LOT 21 IN BLOCK 20 IN SAID KRENN AND DATO'S CRAWFORD-PETERSON ADDITION TO THE EAST LINE THEREOF, SAID EAST LINE OF LOT 21 BEING ALSO THE WEST LINE OF THE ALLEY EAST OF N. KEDVALE AVENUE;

THENCE NORTH ALONG SAID WEST LINE OF THE ALLEY EAST OF N. KEDVALE AVENUE TO THE WESTERLY EXTENSION OF THE SOUTH LINE OF LOT 7 EN SAID BLOCK 20 IN KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, SAID SOUTH LINE OF LOT 7 BEING ALSO THE NORTH LINE OF THE ALLEY SOUTH OF W. GLENLAKE AVENUE;

THENCE EAST ALONG SAID NORTH LINE OF THE ALLEY SOUTH OF W. GLENLAKE AVENUE TO THE SOUTHEASTERLY LINE OF LOT 1 EN SAED BLOCK 20 EN KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, SAID SOUTHEASTERLY LINE OF LOT 1 BEENG ALSO THE NORTHWESTERLY LINE OF THE ALLEY LYING NORTHWESTERLY OF AND ADJOINING THE NORTHWESTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY;

THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF THE ALLEY LYING NORTHWESTERLY OF AND ADJOINING THE NORTHWESTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY AND ALONG THE NORTHEASTERLY EXTENSION THEREOF TO THE EAST LINE OF N. KEYSTONE AVENUE;

THENCE SOUTH ALONG SAID EAST LINE OF N. KEYSTONE AVENUE TO THE NORTHWESTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY;

THENCE NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE OF THE CHICAGO AND NORTHWESTERN RAILWAY COMPANY RIGHT OF WAY TO THE SOUTH LINE OF W. GRANVILLE AVENUE;

Chicago Guarantee Survey Co.

123 W. Madison St, Suite. 1300, Chicago, DL, 60602

Ordered by: Peckharn Guyton Albers & Vtets, Inc

1014734037 Page: 60 of 78

THENCE WEST ALONG SAID SOUTH LINE OF W. GRANVILLE AVENUE TO THE SOUTHERLY EXTENSION OF THE EAST LINE OF LOT 16 IN BLOCK 1 IN AFORESAID KRENN AND DATO'S CRAWFORD-PETERSON ADDITION, SAID EAST LINE OF LOT 16 BEING ALSO THE WEST LINE OF THE ALLEY WEST OF S. PULASKI ROAD;

THENCE NORTH ALONG SAID SOUTHERLY EXTENSION AND THE WEST LINE OF THE ALLEY WEST OF S. PULASKI ROAD TO THE NORTH LINE OF W. ROSEMONT AVENUE;

THENCE EAST ALONG SAID NORTH LINE OF W. ROSEMONT AVENUE TO THE POINT OF BEGINNING AT THE WEST LINE OF N. PULASKI ROAD.

ALL IN THE CITY OF CHICAGO, CQOK COUNTY, ILLINOIS.

Chicago Guarantee Survey Co.

123 W. Madison St, Suite. 1300, Chicago, III., 60602

Ordered by: Peckharn Guyton Albcrs & Victs, Inc

1014734037 Page: 62 of 78

/-MBit Y)~ Lesi^t PE"5c(?iPDopy

THE LAND REFERRED TO'H£"$?£7^ , IS DESCRIBED AS FOLLOWS: PARCEL. 1:

LOT 1 OF PETERSON INDUSTRIAL AND COMMERCIAL DISTRICT, BEING OWNER'S DIVISION OF PART OF LOTS 1, 2, 3, 8, 9 AND 10 IN COOK'S SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4, SOUTH OF THE INDIAN BOUNDARY LINE, IN SECTION 3, TOWNSHIP 40 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

LOT 2 (EXCEPT THE SOOTH 33 FEET THEREOF) OF SAID PETERSON INDUSTRIAL AND COMMERCIAL DISTRICT, AFORESAID; IN COOK COUNTY, ILLINOIS.

ALL THAT PART OF LOT 3 OF SAID PETERSON INDUSTRIAL DISTRICT AFORESAID, LYING NORTH OF THE SOUTH LINE OF SAID LOT 2 EXTENDED WEST TO THB EASTERLY LINE OF THE RIGHT OF WAY OF THE CHICAGO AND NORTHWESTERN RAILWAY (EXCEPTING THEREFROM THE SOUTH 33 FEET THEREOF), IN COOK COUNTY, ILLINOIS.

THAT PART OF LOT 1 LYING EASTERLY OF A LINE PARALLEL WITH AND 65 FEET EASTERLY (MEASURED AT RIGHT ANGLES) OF THE EASTERLY RIGHT OF WAY LINE OF THE CHICAGO AND NORTH WESTERN RAILROAD, IN COOK'S SUBDIVISION OF THE SOUTHEAST FRACTIONAL 1/4 SOUTH OF THE INDIAN BOUNDARY LINE OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN', IN COOK COUNTY ILLINOIS EXCEPTING FROM SAID LOT 1 THE FOLLOWING PORTIONS THEREOF:

EXCEPTION PORTION A: '

THAT PART OF SAID LOT 1 LYING NORTH OF A LINE 33 FEET SOUTH OF THE SOUTH LINE OF. THE NORTHEAST FRACTIONAL l/4 OF SECTION 3, TOWNSHIP 40 NORTH, RANGE 13. EAST OF THE THIRD PRINCIPAL MERIDIAN, NORTH OF THE INDIAN BOUNDARY LINE, EXTENDED EAST ACROSS SAID BOUNDARY LINE TO THE EAST LINE OF SAID- LOT 1;

EXCEPTION PORTION.B:

THAT PART CONVEYED TO THE CITY OF CHICAGO BY DEED RECORDED AS DOCUMENT 98822866 DESCRIBED AS FOLLOWS: THAT PART OF LOT 1 AFORSAID LYING NORTHEAST OF A LINE WHICH INTERSECTS THE SOUTH RIGHT OF WAY OF PETERSON AVENUE AT A POINT 22.00 FEET WEST OF THE WEST RIGHT OF WAY OF PULASKI AVENUE, AS MEASURED ALONG THE SOOTH RIGHT OF WAY LINE OF PETERSON AVENUE AND ALSO INTERSECTS THE WEST RIGHT OF WAY OF PULASKI AVENUE AT A POINT 22.00 FEET SOUTH OF THE SOUTH RIGHT OF WAY LINE OF PETERSON AVENUE AS MEASURED ALONG THE WESTERLY RIGHT OF WAY OF PULASKI AVENUE.

EASEMENT FOR THE BENEFIT OF PARCELS 1 THROUGH 4 FOR INGRESS, EGRESS AND EGRESS BY

PARCEL 2:

PARCEL 3:

PARCEL 4:

PARCEL 5:

1014734037 Page: 63 of 78

THE LAND REFERRED TO ^ '■ IS DESCRIBED AS FOLLOWS (CONTINUED):

OPEN AND PUBLICLY DEDICATED STREET KNOWN AS PULASKI ROAD BY. WAY OF A PRIVATE STREET KNOWN AS THORNDALE AVENUE (SAID THORNDALE AVENUE BEING SOUTH 33 FEET OF LOT 2 OF PETERSON INDUSTRIAL AND COMMERCIAL FOUNDATION, INCAND MONTROSE CpMETERY COMPANY RECORDED DECEMBER 30,'1925 AS DOCUMENT NUMBER 9137613 AND REFERRED TO IN DEEDS RECORDED JUNE 24, 1943 AS DOCUMENT NUMBER 13097024; AUGUST 30, 1937 AS DOCUMENT NUMBER 12047419; SEPTEMBER 6, 1938 AS DOCUMENT NUMBER 12206645 AND APRIL 10, 1939 AS DOCUMENT NUMBER 122.94727.

1014734037 Page. 64 of 78

EXHIBIT C TIF-FUNDED IMPROVEMENTS

Line Item Cost

Acquisition $13,000,000

Hard Costs of Construction 7,253,813

Total........................... .............................. $20,253,813*

TOTAL

*Notwithstanding the total of TIF-Funded Improvements or the amount of TIF-eligible costs, the assistance to be provided by the City is limited to the amount described in Section 4.03 and shall not exceed the lesser of $5,000,000 or 23.5% ofthe Project Budget.

1014734037 Page: 65 of 78

EXHIBIT G PERMITTED LIENS

1. Liens or encumbrances against the Property:

Those matters set forth as Schedule B title exceptions in the owner's title insurance policy issued by the Title Company as of the date hereof, but only so long as applicable title endorsements issued in conjunction therewith on the date hereof, if any, continue to remain in full force and effect.

2. Liens or encumbrances against the Developer or the Project, other than liens against the Property, if any:

SCHEDULE B EXCEPTIONS SHOWN ON CHICAGO TITLE INSURANCE POLICY NUMBER 1401-008502449-D1 DATED APRIL 19, 2010.

i -i ■■.,<*: \.

ir. Sc;i'V:::i:i't'.» . ' i-' t'orv

1014734037 Page: 66 of 78

EXHIBIT H-1 PROJECT BUDGET

Acquisition $13,000,000

Site Preparation 348,000

Hard Costs of Construction 7,253,813 Soft Costs

Architectural and Plans $ 150,000

Civil Engineering and Plans 125,000

General Legal, TIF & Accounting 55,000

LEED Consultant 30,000

Development Consultant 44,000

Permits and City Inspection Fee 10,000

Compliance Monitoring 45,000

Project Management 65,000

Signage (Building and District) 75,000

Soft Cost Contingency 51,900

Total Soft Costs 650,000

Total Uses $21,253,113

1014734037 Page: 67 of 78

EXHIBIT H-2 MBE/WBE PROJECT BUDGET

Hard Costs of Construction $7,253,813 Site Prep 348,000 Related Soft Costs (Architectural, Engineering)_275,000

Total $ 7,876,813*

MBE Participation Required* $1,890,435 WBE Participation Required* $ 315,072

* Final numbers are subject to adjustment based on the final construction contract amount at closing of the RDA. To the extent that the final contract amount exceeds the total above, the MBE/WBE amounts will-increase accordingly.

rh-' av;epi If v !

TABLE 2: Preliminary Estimated Incremental Property Taxes Peterson/Pulaski TIF Redevelopment Project Area City of Chicago, Illinois

.Estimated 1

CCH Industrial Renovation

TIF Assessment Collection Year Year Year

Sitel - CCH

Building Renovation

Total Estimated EAV-CCH

Base EAV

Incremental EAV

Tax Rate

Net Collection Avail lo CCH

Incremental

Revenue Collected [b)

Cumulative

Revenue Collected [fa)

13.

1.4

V6 17 18 19 20 21 22 23

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019'

2020

2021

2022

2023

2024

200S 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

7,404,745 7,404,745 8,286,670 8,286,670 8,286,670 8,822,362 8,822,362 8,822,362 9,392,683 9,392,683 9392,683 9,999,874 9,999,874 9,999,874 10,646,316 10,646.316 10,646,316 11,334,547

7,404,745 7,404,745 8,286,670 8,286,670 8,286,670 8,822,362 8,822,362 8,822,362 9,392,683 9,392,683 9392,683 9,999,874 9,999,874 9,999,874 10,646316 10,646316 10,646,316 11,334,547

4,464,032

4.464,032

4,464,032

.4,464,032

4,464,032

4,464;032

4,464-032.

4,4641032

4,4641032-

4,464,032

4,464;032.

4,464,032

2,940,713 2,940,713 3,822,638 3,822,638 3,822,638 4,358,330 4,358,330 435S330 4,928,651 4,928,651 4,928,651 5,535,842 5.535.842 5,535,842 6,182,284 6,182,284 6,182^84 6.870,515

4.9940%

4.9940% '

4.9940%

89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89^7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7% 89.7%

171,000 171,000 171,000 195,000 195,000 195,000 221,000 221,000 221.000 248,000 248,000 248,000 277,000 277,000 277,000 308,000

171,000 342,000 513,000 708.000 903,000 -v.-a-,Q9»,0OO V,iLll*,00O . r.-^SKWOO. -.-■%'T6V,pOO ^:££O09;O0O

' '-Z;5O5;00O

t. <®jxi,m -

3,039,000 3,336,000 3;644,000

Total

$3,644,000

1014734037 Page: 69 of 78

EXHIBIT M

FORM OF NOTE

REGISTERED NO. R-1

MAXIMUM AMOUNT $5,000,000

UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF CHICAGO TAX INCREMENT ALLOCATION REVENUE NOTE (CCH, INC. REDEVELOPMENT PROJECT), [TAXABLE] SERIES [A]

KNOW ALL PERSONS BY THESE PRESENTS, that the City of Chicago, Cook County, Illinois (the "Citv"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date identified above, but solely from the sources hereinafter identified, the principal amount of this Note from time to time advanced by the Registered Owner to pay costs of the Project (as hereafter defined) in accordance with the ordinance hereinafter referred to up

to the principal amount of $__and to pay the Registered Owner interest on that

amount at the Interest Rate per year specified above from the date of the advance. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Accrued but unpaid interest on this Note shall also accrue at the interest rate per year specified above until paid.

Principal of and interest on this Note from the [Available Excess Incremental Taxes] [use applicable term] (as defined in the hereinafter defined Redevelopment Agreement) is due [March 1] of each year until the earlier of Maturity or until this Note is paid in full. Payments

Registered Owner: CCH, INC.

Interest Rate:

per annum

Maturity Date: DATE]

.[NO MORE THAN TWELVE YEARS FROM ISSUANCE

1014734037 Page: 70 of 78

shall first be applied to interest. The principal of and interest on this Note are payable in lawful money of the United States of America, and shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by the Comptroller of the City, as registrar and paying agent (the "Registrar"), at the close of business on the fifteenth day of the month immediately prior to the applicable payment, maturity or redemption date, and shall be paid by check or draft of the Registrar, payable in lawful money of the United States of America, mailed to the address of such Registered Owner, as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Registrar; provided, that the final installment of principal and accrued but unpaid interest will be payable solely upon presentation of this Note at the principal office of the Registrar in Chicago, Illinois or as otherwise directed by the City. The Registered Owner of this Note shall note on the Payment Record attached hereto the amount and the date of any payment of the principal of this Note promptly upon receipt of such payment.

This Note is issued by the City in the principal amount of advances made from time to

time by the Registered Owner up to $_for the purpose of paying the costs of

certain eligible redevelopment project costs incurred by_[Developer] (the

"Proiect"), which were [acquired], .[constructed]- and [installed] in connection with the development of an approximately j acre/ square foot] site/building in the

_ Redevelopment Project Area (the "Proiect Area") in the City, all in

accordance with the Constitution and the laws of the State of Illinois, and particularly the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11-74.4-1 et seg.) (the "TIF Act") , the Local Government Debt Reform Act (30 ILCS 350/1 et seg.) and an Ordinance adopted by the

City Council of the City on_,_(the "Ordinance"), in all respects as by law

required.

1014734037 Page: 71 of 78

The City has assigned and pledged certain rights, title and interest of the City in and to certain incremental ad valorem tax revenues from the Project Area which the City is entitled to receive pursuant to the TIF Act and the Ordinance, in order to pay the principal and interest of this Note. Reference is hereby made to the aforesaid Ordinance and the Redevelopment Agreement for a description, among others, with respect to the determination, custody and application of said revenues, the nature and extent of such security with respect to this Note and the terms and conditions under which this Note is issued and secured. THIS NOTE IS A SPECIAL LIMITED OBLIGATION OF THE CITY, AND IS PAYABLE SOLELY FROM AVAILABLE EXCESS INCREMENTAL TAXES, AND SHALL BE A VALID CLAIM OF THE REGISTERED OWNER HEREOF ONLY AGAINST SAID SOURCES. THIS NOTE SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OR A LOAN AGAINST THE GENERAL TAXING POWERS OR CREDIT OF THE CITY, WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION. THE REGISTERED OWNER OF THIS NOTE SHALL NOT HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE CITY, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE PRINCIPAL OR INTEREST OF THIS NOTE. The principal of this Note is subject to redemption on any date, as a whole or in part, at a redemption price of 100% ofthe principal amount thereof being redeemed. There shall be no prepayment penalty. Notice of any such redemption shall be sent by registered or certified mail not less than five (5) days nor more than sixty (60) days prior to the date fixed for. redemption to the registered owner of this Note at the address shown on the registration books of the City maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar.

1014734037 Page: 72 of 78

This Note is issued in fully registered form in the denomination of its outstanding principal amount. This Note may not be exchanged for a like aggregate principal amount of notes or other denominations. :^;. -< ■'. ! .

This Note is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the principal office of the Registrar in Chicago, Illinois, but only in the manner and subject to the limitations provided in the Ordinance, and upon surrender and cancellation of this Note. Upon such transfer, a new Note of authorized denomination of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Registrar shall not be required to transfer this Note during the period beginning at the

close of business on the fifteenth day of the month immediately prior to the maturity date of this Note nor to transfer this Note after notice calling this Note or a portion hereof for redemption has been mailed, nor during a period of five (5) days next preceding mailing of a notice of redemption of this Note. Such transfer: shall be- in accordance with the form at the end of this Note.

This Note hereby authorized shall be executed and delivered as the Ordinance and the Redevelopment Agreement provide.

Pursuant to the Redevelopment Agreement dated as of_,_between the

City and the Registered Owner (the "Redevelopment Agreement"), the Registered Owner has agreed to [acquire] and [construct] the Project and to advance funds for the [construction of certain facilities] related to the Project on behalf of the City. The cost of such acquisition and

construction in the amount of $_shall be deemed to be a disbursement of

the proceeds of this Note.

:;!;:!!.^:tR^:'i;i.;:: 72

1014734037 Page: 73 of 78

Pursuant to Section 15.02 of the Redevelopment Agreement, the City has reserved the right to [suspend] [terminate] payments of principal and of interest on this Note upon the. occurrence of certain conditions, [and the City has reserved the right to offset liquidated damage amounts owed to the City against the principal amount outstanding under this Note]. The City shall not be obligated to make payments under this Note if an Event of Default (as defined in the Redevelopment Agreement), or condition^ or !event that with notice or the passage of time or both would constitute an Event of Default, has^;occurred. Such rights shall survive any transfer of this Note.

The City and the Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary, unless transferred in accordance with the provisions hereof.

It is hereby certified and recited that all conditions, acts and things required by law to exist, to happen, or to be done or performed precedent to and in the issuance of this Note did exist, have happened, have been done and have been performed in regular and due form and time as required by law; that the issuance of this Note, together with all other obligations of the City, does not exceed or violate any constitutional or statutory limitation applicable to the City.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar.

(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

1014734037 Page: 74 of 78

IN WITNESS WHEREOF, the City of Chicago, Cook County, Illinois, by its City Council, has caused its official seal to be imprinted by facsimile hereon or hereunto affixed, and has caused this Note to be signed by the duly authorized signature of the Mayor and attested by the duly authorized signature of the City Clerk of the City, all as of_,_.

Mayor

(SEAL) -Attest:

City Clerk

CERTIFICATE

Registrar

and

Paying Agent

AUTHENTICATION

Comptroller of the City of Chicago, Cook County, Illinois

This Note is described in the within mentioned Ordinance and is the Tax Increment Allocation

Revenue Note (_

Redevelopment Project), [Taxable] Series [A], of the City of Chicago, Cook County, Illinois.

Comptroller Date;

1014734037 Page: 75 of 78

PRINCIPAL PAYMENT RECORD DATE OF PAYMENT PRINCIPAL PAYMENT PRINCIPAL BALANCE DUE

1014734037 Page: 76 of 78

(ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto the within Note and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises.

Dated:

Registered Owner

NOTICE. The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the Note in every particular, without alteration or enlargement or any change whatever.

Signature Guaranteed:

Notice: Signature(s) must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company.

Consented to by:

CITY OF CHICAGO

DEPARTMENT OF COMMUNITY DEVELOPMENT

BY:

ITS:

1014734037 Page: 77 of 78

CERTIFICATION OF EXPENDITURE

(Closing Date)

To: Registered Owner

Re: City of Chicago, Cook County, Illinois (the "City")

$_Tax Increment Allocation Revenue Note

( _Redevelopment Project, [Taxable] Series [A])

(the "Redevelopment Note")

This Certification is submitted to you, Registered Owner of the Redevelopment Note, pursuant to the Ordinance of the City authorizing the execution of the Redevelopment Note

adopted by the City Council ofthe City on_ _(the "Ordinance"). All terms

used herein shall have the same meaning as when used in the Ordinance.

The City hereby certifies that $_is advanced as principal under the

Redevelopment Note as of the date hereof. Such amount has been properly incurred, is a proper charge made or to be made in connection with the redevelopment project costs defined in the Ordinance and has not been the basis of any previous principal advance. As of the date

hereof, the outstanding principal balance under the Redevelopment Note is $_

_, including the amount of this Certificate and less payment made on the Redevelopment

Note.

IN WITNESS WHEREOF, the City has caused this Certification to be signed on its behalf as of (Closing Date).

CITY OF CHICAGO

By:_:_

Commissioner

Department of Community Development

AUTHENTICATED BY:

REGISTRAR

1014734037 Page: 78 of 78

'"' 'EXHIBIT N PUBLIC BENEFITS PROGRAM

CCH will design, commission, construct, install, and maintain a sign identifying the Peterson Pulaski Industrial Corridor. The sign will be installed on CCH's property. The sign will be consistent with the Peterson Pulaski Landscape and Signage Master Plan published in 2008. The "signage committee" will approve the design of the sign. The "signage committee" is organized by the Peterson Pulaski Business and Industrial Council.

CCH will comply with the City's Sustainable Development Policy; The Project will achieve LEED certification.

ATTACHMENT K

CITY OF CHICAGO. ILLINOIS

PETERSON/PULASKI REDEVELOPMENT PROJECT

FINANCIAL REPORT

DECEMBER 31. 2010

CITY OF CHICAGO, ILLINOIS

PETERSON/PULASKI REDEVELOPMENT PROJECT

CONTENTS

Page

INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS

AND SUPPLEMENTARY INFORMATION 1-2

Management's discussion and analysis 3-5

Statement of net assets and governmental fund balance sheet 6 Statement of activities and governmental fund revenues,

expenditures and changes in fund balance 7

Notes to financial statements 8-10

SUPPLEMENTARY INFORMATION

Schedule of expenditures by statutory code 11

Bansley and Kiener, L.L.P.

Certified Public Accountants

o'hare plaza 8745 west higgins road, suite 200

CHICAGO, ILLINOIS 6063 I AREA CODE 312 H63.2700

INDEPENDENT AUDITOR'S REPORT

The Honorable Rahm Emanuel, Mayor Members of the City Council City of Chicago, Illinois

We have audited the accompanying financial statements of the Peterson/Pulaski Redevelopment Project of the City of Chicago, Illinois, as of and for the year ended December 31, 2010, as listed in the table of contents. These financial statements are the responsibility of the City of Chicago's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 1, the financial statements present only the Peterson/Pulaski Redevelopment Project and do not purport to, and do not present fairly the financial position of the City of Chicago, Illinois, as of December 31, 2010, and the changes in its financial position for the year then ended in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Peterson/Pulaski Redevelopment Project of the City of Chicago, Illinois, as of December 31, 2010, and the changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The Management's Discussion and Analysis on pages 3 through 5 is not a required part of the basic financial statements but is supplementary information required by the Governmental Accounting Standards Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it.

The Honorable Rahm Emanuel, Mayor Members of the City Council

-2-

Our audit was conducted for the purpose of forming an opinion on the financial statements taken as a whole. The schedule of expenditures by statutory code on page 11, which is also the responsibility of the City of Chicago's management, is presented for purposes of additional analysis and is not a required part of the financial statements of Peterson/Pulaski Redevelopment Project of the City of Chicago, Illinois. Such additional information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

Certified Public Accountants

June 10, 2011

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED^

As management of the Peterson/Pulaski Tax Increment Redevelopment Project Area (Project), we offer the readers of the Project's financial statements this narrative overview and analysis of the Project's financial performance for the year ended December 31, 2010. Please read it in conjunction with the Project's financial statements, which follow this section.

Overview of the Financial Statements

This discussion and analysis is intended to serve as an introduction to the Project's basic financial statements. The Project's basic financial statements include three components: 1) government-wide financial statements, 2) governmental fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information concerning the Project's expenditures by statutory code.

Basic Financial Statements

The basic financial statements include two kinds of financial statements that present different views of the Project - the Government-Wide Financial Statements and the Governmental Fund Financial Statements. These financial statements also include the notes to the financial statements that explain some of the information in the financial statements and provide more detail.

Government-Wide Financial Statements

The government-wide financial statements provide both long-term and short-term information about the Project's financial status and use accounting methods similar to those used by private-sector companies. The statement of net assets includes all of the project's assets and liabilities. All of the current year's revenues and expenses are accounted for in the statement of activities regardless of when cash is received or paid. The two government-wide statements report the Project's net assets and how they have changed. Net assets - the difference between the Project's assets and liabilities - is one way to measure the Project's financial health, or position.

Governmental Fund Financial Statements

The governmental fund financial statements provide more detailed information about the Project's significant funds - not the Project as a whole. Governmental funds focus on: 1) how cash and other financial assets can readily be converted to cash flows and 2) the year-end balances that are available for spending. Consequently, the governmental fund statements provide a detailed short-term view that helps determine whether there are more financial resources that can be spent in the near future to finance the Project. Because this information does not encompass the additional long-term focus of the government-wide statements, we provide additional information at the bottom of the statements to explain the relationship (or differences) between them.

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED) . (Continued)

Notes to the Financial Statements

The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and governmental fund financial statements. The notes to the financial statements follow the basic financial statements.

Other Supplementary Information

In addition to the basic financial statements and accompanying notes, this report also presents a schedule of expenditures by statutory code. This supplementary information follows the notes to the financial statements.

Condensed Comparative Financial Statements

The condensed comparative financial statements are presented on the following page. Analysis of Overall Financial Position and Results of Operations

Property tax revenue for the Project was $683,716 for the year. This was a decrease of 47 percent over the prior year. The change in net assets produced an increase in net assets of $18,555. The Project's net assets increased by less than one percent from the prior year making available $5,923,411 of funding to be provided for purposes of future redevelopment in the Project's designated area.

CITY OF CHICAGO. Il l INOIS PFTFRSON/PULASKI REDEVELOPMENT PROJECT

MANAGEMENT'S DISCUSSION AND ANALYSIS (UNAUDITED) (Concluded)

Government-Wide

2010 2009 Change % Change

Total assets $6,172,044 $6,093,897 $ 78,147 1%

Total liabilities 248,633 189,041 59,592 32%

Total net assets $5,923,411 $5,904,856 $ 18,555 -%

Total revenues $ 688,606 $ 1,300,336 $(611,730) -47%

Total expenses 670,051 639,448 30,603 5%

Changes in net assets 18,555 660,888 (642,333) -97%

Ending net assets $5,923,411 $5,904,856 $ 18,555 -%

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

STATEMENT OF NET ASSETS AND GOVERNMENTAL FUND BALANCE SHEET DECEMBER 31. 2010

ASSETS

Cash and investments Property taxes receivable Accrued interest receivable Total assets

LIABILITIES

Vouchers payable Due to other City funds Deferred revenue

Total liabilities

FUND BALANCE/NET ASSETS

Fund balance: Designated for future redevelopment project costs

Total liabilities and fund balance

Net assets: Restricted for future redevelopment project costs

Total net assets

Governmental Fund

$ 5,148,286

1,019,000

4,758

233,058 15,575 762,435

1,011,068

5,160,976 $ 6,172,044

Adjustments $

$ 6,172,044 $

(762,435) (762,435)

(5,160,976)

5,923,411

Statement of

Net Assets $ 5,148,286 1,019,000 4,758 $ 6,172,044

$ 233,058 15,575

248,633

5,923,411

$ 5,923,411 $ 5,923,411

Amounts reported for governmental activities in the statement of net assets are different because: Total fund balance - governmental fund

Property tax revenue is recognized in the period for which levied rather than when "available". A portion of the deferred property tax revenue is not available.

$ 5,160,976

762,435

Total net assets - governmental activities

$ 5,923,411

The accompanying notes are an integral part of the financial statements.

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

STATEMENT OF ACTIVITIES AND GOVERNMENTAL FUND REVENUES, EXPENDITURES

AND CHANGES IN FUND BALANCE FOR THE YEAR ENDED DECEMBER 31. 2010

Revenues: Property tax Interest

Total revenues

Expenditures/expenses:

Economic development projects

Excess of revenues over expenditures

Change in net assets

Fund balance/net assets: Beginning of year

End of year

Governmental Fund

$ 996,289 _4,890

1,001,179

670,051

331,128

4,829,848

Statement of Adjustments Activities

$ (312,573) $ 683,716 4,890

(312,573)

(331,128) 18,555

1,075,008

688,606

670,051

18,555

5,904,856

$ 5,160,976 $ 762,435 $ 5,923,411

Amounts reported for governmental activities in the statement of activities are different because:

Net change in fund balance - governmental fund $ 331,128

Property tax revenue is recognized in the period for which levied rather than when "available". A portion of the deferred property tax revenue is not available. (312,573)

Change in net assets - governmental activities

$ 18,555

The accompanying notes are an integral part of the financial statements.

CITY QF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

NOTES TO FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

(a) Reporting Entity

In February 2000, the City of Chicago (City) established the Peterson/Pulaski Tax Increment Redevelopment Project Area (Project). The area has been established to finance improvements, leverage private investment and create and retain jobs. The Project is accounted for within the special revenue funds of the City.

(b) Government-Wide and Fund Financial Statements

The accompanying financial statements of the Project have been prepared in conformity with generally accepted accounting principles as prescribed by the Governmental Accounting Standards Board (GASB). In June 1999, the GASB unanimously approved Statement No. 34 (as amended by Statement No. 37), Basic Financial Statements - Management's Discussion and Analysis - for State and Local Governments and at a later date, Statement No. 38 Certain Financial Statements Disclosures, and include the following:

A Management Discussion and Analysis (MD&A) section providing an analysis of the Project's overall financial position and results of operations.

Government-wide financial statements prepared using the economic resources measurement focus and the accrual basis of accounting for all the Project's activities. Fund financial statements, which focus on the Project's governmental funds current financial resources measurement focus.

(c) Measurement Focus, Basis of Accounting and Financial Statements Presentation

The government-wide financial statements are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied.

The governmental fund financial statements are prepared on the modified accrual basis of accounting with only current assets and liabilities included on the balance sheet. Under the modified accrual basis of accounting, revenues are recorded when susceptible to accrual, i.e., both measurable and available to finance expenditures of the current period. Available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Property taxes are susceptible to accrual and recognized as a receivable in the year levied. Revenue recognition is deferred unless the taxes are received within 60 days subsequent to year-end. Expenditures are recorded when the liability is incurred.

Private-sector standards of accounting and financial reporting issued prior to December 1, 1989, generally are followed in government-wide financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board. The City has elected not to follow subsequent private-sector guidance.

When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources, as they are needed.

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI RFDFVFI OPMENT PROJECT

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 1 - Summary of Significant Accounting Policies (Concluded)

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from these estimates.

(d) Assets, Liabilities and Net Assets Cash and Investments

Cash belonging to the City is generally deposited with the City Treasurer as required by the Municipal Code of Chicago. The City Comptroller issues warrants for authorized City expenditures which represent a claim for payment when presented to the City Treasurer. Payment for all City warrants clearing is made by checks drawn on the City's various operating bank accounts.

The City Treasurer and City Comptroller share responsibility for investing in authorized investments. Interest earned on pooled investments is allocated to participating funds based upon their average combined cash and investment balances.

The City values its investments at fair value or amortized cost. U.S. Government securities purchased at a price other than par with a maturity of less than one year are reported at amortized cost.

Capital Assets

Capital assets are not capitalized in the governmental fund but, instead, are charged as current expenditures when purchased. The Government-wide financial statements (i.e., the statement of net assets and the statement of changes in net assets) of the City includes the capital assets and related depreciation, if any, of the Project in which ownership of the capital asset will remain with the City (i.e. infrastructure, or municipal building). All other construction will be expensed in both the government-wide financial statements and the governmental fund as the City nor Project will retain the right of ownership.

(e) Stewardship, Compliance and Accountability

Illinois Tax Increment Redevelopment Allocation Act Compliance

The Project's expenditures include reimbursements for various eligible costs as described in subsection (q) of Section 11-74.4-3 of the Illinois Tax Increment Redevelopment Allocation Act and the Redevelopment Agreement relating specifically to the Project. Eligible costs include but are not limited to survey, property assembly, rehabilitation, public infrastructure, financing and relocation costs.

Reimbursements

Reimbursements, if any, are made to the developer for project costs, as public improvements are completed and pass City inspection.

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

NOTES TO FINANCIAL STATEMENTS (Concluded)

Note 2 - Commitments

The City has pledged certain amounts solely from available excess incremental taxes to provide financial assistance to a developer under the terms of a redevelopment agreement for the purpose of paying costs of certain eligible redevelopment project costs.

As of December 31, 2010 the Project has entered into contracts for approximately $16,000 for services and construction projects.

SUPPLEMENTARY INFORMATION

CITY OF CHICAGO. ILLINOIS PETERSON/PULASKI REDEVELOPMENT PROJECT

SCHEDULE OF EXPENDITURES BY STATUTORY CODE

Code Description

Costs of studies, surveys, development of plans and specifications, implementation and administration of the redevelopment plan including but not limited to staff and professional service costs

for architectural, engineering, legal, marketing $ 18,353

Costs of property assembly, including but not limited to acquisition of land and other property, real or personal, or right or interest therein, demolition of buildings,

and the clearing and grading of land 150,000

Costs of rehabilitation, reconstruction or repair or remodeling of existing public or private buildings

and fixtures 413,634

Costs of the construction of public works or improvements 88,064

$670,051

ATTACHMENT L

BANSLEY AND KlENER, L.L.P.

Certified Public Accountants

Established 1922

O'HARE PLAZA 8745 WEST HIGGINS ROAD SUITE 200 CHICAGO, ILLINOIS 60631 312.263.2700 FAX 312.263.6935 WWW.BK-CPA.COM

The Honorable Rahm Emanuel, Mayor Members of the City Council City of Chicago, Illinois

We have audited, in accordance with auditing standards generally accepted in the United States of America, the statement of net assets and governmental fund balance sheet of Peterson/Pulaski Redevelopment Project of the City of Chicago, Illinois as of December 31, 2010, and the related statement of activities and governmental fund revenues, expenditures and changes in fund balance for the year then ended, and have issued our report thereon dated June 10, 2011.

In connection with our audit, nothing came to our attention that caused us to believe that the Project failed to comply with the regulatory provisions in Subsection (q) of Section 11-74.4-3 of the Illinois Tax Increment Allocation Redevelopment Act and Subsection (o) of Section 11-74.6-10 of the Illinois Industrial Jobs Recovery Law as they relate to the eligibility for costs incurred incidental to the implementation of the Peterson/Pulaski Redevelopment Project of the City of Chicago, Illinois.

This report is intended for the information ofthe City of Chicago's management. However, this report is a matter of public record, and its distribution is not limited.

INDEPENDENT AUDITOR'S REPORT

Certified Public Accountants

June 10, 2011

Members: American Institute of CPA's Illinois CPA Society

An Independent Firm Associated with Moore Stephens

ATTACHMENTM

INTERGOVERNMENTAL AGREEMENTS FY 2010

A list of all intergovernmental agreements in effect in FY 2010 to which the municpality is a part, and an accounting of any money transferred or received by the municipality during that fiscal year pursuant to those intergovernmental agreements. [65 ILCS 5/11-74.4-5 (d) (10)]_

Name of Agreement	Description of Agreement	Amount Transferred Out	Amount Received
None

FY 2010

TIF Name: Peterson/Pulaski Redevlopment Project Area

Peterson/Pulaski Redevelopment Project Area 2010 Annual Report

e Av

			-r 73
		z	idgewc L_N H;

? =■ -

-a>W-D e vqn-A v- a

W'Rosemoni

W-Granyille-Av

GI&fTlake Av*

W Peterson Av

Petenso reiRark

W HollyvroB'd

W'BTyrrMawr'rAVV!

Nor^as^'j

3 A

Legislation Text

Legislation Details

Legislation Details (With Text)