Wilson Yard Redevelopment Agreement, May, 2005, part 3 of 4

8/14/2019 Wilson Yard Redevelopment Agreement, May, 2005, part 3 of 4

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REPORTS OF COMMITTEES

(i) Prior to the execution and delivery of this Agreement and duringconstruction of the Project, All Risk Property Insurance in the amount ofth e full replacement value of the Property.

(ii) Post-construction, throughout th e Term of the Agreement, All RiskProperty Insurance, including improvements and betterments in theamount of full replacement value of the Property. Coverage extensionsshall include business interruption/loss of rents, flood and boiler andmachinery, if applicable.

8.20 Affordable Housing Covenant.

(a) Subject to the provisions of Recital D, the definitions of "Phase I1Improvements" and of "Phase I11 Improvements7', an d Section 3.06 permittingchanges to the Project, each of the L.I.H.T.C. Developer and the Senior Developeragrees and covenants to the City that the provisions of those certain regulatoryagreements to be executed between the L.I.H.T.C. Developer and the City withrespect to the Phase I1 Improvements and between the Senior Developer and theCity with respect to the Phase I11 Improvements (the "Regulatory Agreements")(which regulatory agreements will be in the form used by the City for HOME loansand low-income housing tax credits, provided tha t a HOME loan and low incomehousing tax credits shall be issued with respect to the respective phases of theProject) sha ll govern the terms of such Developer's obligation to provide affordablehousing on the Property under this Agreement.(b) The covenants set forth in this Section 8.20 shall ru n with the land and bebinding upon any transferee.(c) The City and the L.I.H.T.C. Developer and the Senior Developer may ente r intosepara te agreements to implement the provisions of this Section 8.20.

8.21 Public Benefits Program.The Developers shall, within following issuance of a Certificate,undertake a public benefits program a s described on (Sub)Exhibit 0 . On a semi-

annu al basis, the Developers shal l provide the City with a sta tus report describingin sufficient detail the Developers' compliance with the public benefits program.

8.22 Jo b Training.Each Developer hereby agrees to work with the City, through the Mayor's Officeof Workforce Development, to participate in job training programs to provide jobapplican ts for the jobs created by the Project and the operation of the Developers'


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bus iness on the Property. Developer shall us e good faith efforts to request that theAnchor Site End Users cooperate to implement the terms of this Section 8.22 butthe failure of su ch Anchor Site Users to do so shall not be a default hereunder.

8.23 Survival Of Covenants.All warranties, representations, covenants and agreements of the Developerscontained in this Section 8 and elsewhere in thi s Agreement shall be true , accuratean d complete at the time of the Developers' execution of this Agreement, an d shallsurvive the execution, delivery and acceptance hereof by the parties hereto and(except as provided in Section 7 hereof upon the i ssuance of a Certificate) shall bein effect throughout the Term of the Agreement.

Section 9.Covenants/Representations/Warranties Of City.

9.0 1 General Covenants.The City represents that it has the authority as a home rule unit of localgovernment to execute and deliver this Agreement and to perform its obligationshereunder . This Agreement is, an d up on delivery, the City Notes will be, the validan d binding obligations of the City, enforceable against the City in accordance withtheir respective terms.

9.02 Survival Of Covenants.All warranties, representations and covenants of the City contained in thisSection 9 or elsewhere in th is Agreement shall be true, accura te and complete atthe time of the City's execution of thi s Agreement, an d sha ll survive the execution,delivery an d acceptance hereof by the parties hereto an d be in effect throughout theTerm of the Agreement.

Section 10 .Developers' Employment Obligations.

10.01 Employment Opportunity.Each Developer, on behalf of itself an d its successors and assigns, hereby agrees,


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and shall contractually obligate its or their various contractors, subcontrac tors orany Affiliate of th e Developer operating on the Property (collectively, with theDeveloper, th e "Employers" and individually a n "Employer") to agree, tha t for theTerm of this Agreement with respect to the Developer and during the period of anyother party's provision of services in connection with t he construction of the Projector occupation of the Property:

(a) No Employer shal l discriminate against any employee or applicant foremployment based upon race , religion, color, sex, national origin or ancestry, age,handicap or disability, sexual orientation, military discharge status, maritalstatus, parental status or source of income as defined in the City of ChicagoHuman Rights Ordinance, Chapter 2- 160, Section 2- 160-0 10, et seq., MunicipalCode, except as otherwise provided by said ordinance an d as amended from timeto time (the "Human Rights Ordinance"). Each Employer sha ll take affirmativeaction to ensu re tha t applicants are hired an d employed without discriminationbased upon race, religion, color, sex, national origin or ancestry, age, handicap ordisability, sexual orientation, military discharge status , marital sta tus, parenta lst at us or sou rce of income and are treated in a non-discriminatory manner withregard to all job-related matters, including without limitation: employment,upgrading, demotion or transfer; recruitment or recruitment advertising; layoff ortermination; rates of pay or other forms of compensation; and selection fortraining, including apprenticeship. Each Employer agrees to post in conspicuousplaces, available to employees and applicants for employment, notices to beprovided by the City setting forth the provisions of this nondiscrimination clause.In addition, the Employers, in all solicitations or advertisements for employees,sha ll sta te that all qualified applicants shall receive consideration for employmentwithout discrimination based upon race, religion, color, sex, national origin orancestry, age, handicap or disability, sexual orientation, military discharge s tatus ,marital sta tus, parental s ta tu s or source of income.

(b) To the greatest extent feasible, each Employer is required to presentopportunities for training a nd employment of low- and moderate-income residentsof the City and preferably of the Redevelopment Area; and to provide thatcontracts for work in connection with the construction of the Project be awardedto business concerns that are located in, or owned in subs tantial part by personsresiding in, the City and preferably in the Redevelopment Area.

(c) Each Employer shall comply with all federal, state and local equalemployment and affirmative action sta tutes, rules and regulations, including butnot limited to the City's Human Rights Ordinance and the Illinois Human RightsAct, 775 ILCS 511-101, et seq. (1993), and any subsequen t amendments andregulations promulgated thereto.


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(d) Each Employer, in order to demonstra te compliance with the terms of thisSection, shall cooperate with and promptly and accurately respond to inquiries bythe City, which h as the responsibility to observe and report compliance with equalemployment opportunity regulations of federal, sta te and municipal agencies.

(e) Each Employer shall include the foregoing provisions of subparagraphs (a)through (d) n every contract entered into in connection with the Project, and shallrequire inclusion of these provisions in every subcontract entered into by anysubcontrac tors , and every agreement with any Affiliate operating on the Property,so that each su ch provision shall be binding upon each contractor, subcontractoror Affiliate, as the case may be.

( f ) Failure to comply with the employment obligations described in thisSection 10.01 shall be a basis for the City to pursue remedies under theprovisions of Section 15.02 hereof.

10.02 City Resident Construction Worker Employment Requirement.Each Developer agrees for itself and its successors and assigns, and shall

contractually obligate its General Contractor an d shall cause the General Contractorto contractually obligate its subcontractors, as applicable, to agree, that during theconstruction of the Project they sha ll comply with the minimum percentage of totalworker hou rs performed by actual residents of the City as specified in Section 2-92-330 of the Municipal Code of Chicago (a t least fifty percent (50%) f the total workerhours worked by persons on the site of the Project shall be performed by actualresidents of the City); provided, however, that in addition to complying with thispercentage, each Developer, its General Contractor and each subcontractor shall berequired to make good faith efforts to utilize qualified residents of the City in bothunskilled and skilled labor positions.A Developer may request a reduction or waiver of this minimum percentage levelof Chicagoans as provided for in Section 2-92-330 of the Municipal Code of Chicagoin accordance with s tandards and procedures developed by the Purchasing Agentof the City."Actual residents of the City" shall mean persons domiciled within the City. Thedomicile is an individual's one and only true, fixed and permanent home andprincipal establishment.Each Developer, the General Contractor and each subcontractor shal l provide for

the maintenance of adequate employee residency records to show that actualChicago residents are employed on the Project. Each Employer shall maintain


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REPORTS OF CO MM In EE S

copies of personal documents supportive of every Chicago employee's ac tual recordof residence.Each Developer shal l submit reports to the Commissioner evidencing compliancewith this Section 10.02 after the following periods: (1) upon expenditure of fiftypercent (50%) of the total costs of the Project; (2) upon expenditure of seventypercent (70%) of the total costs of the Project; an d (3)upon completion of theProject. Such reports shall include weekly certified payroll reports (United States

Department of Labor Form WH-347 or equivalent) which clearly identify the actualresidence of every employee on each submitted certified payroll. The first time tha tan employee's name appears on a payroll, the date that the Employer hired theemployee should be written in after the employee's name.

The Developers, the General Contractor and each subcontractor shall provide fullaccess to their employment records to the Purchasing Agent, the Commissioner ofD.P.D., the Superintendent of the Chicago Police Department, the Inspector Generalor any duly authorized representative of any of them. The Developers, the GeneralContractor and each subcontractor shall maintain all relevant personnel da ta andrecords for a period of at least three (3)years after final acceptance of the workconstituting the Project.At the direction of D.P.D., affidavits and other support ing documentation will berequired of the Developers, the General Contractor and each subcontractor to verifyor clarify an employee's actual address when doubt or lack of clarity has arisen.Good faith efforts on the part of the Developers, the General Contractor and eachsubcontractor to provide utilization of actua l Chicago residents (bu t not sufficientfor the granting of a waiver request a s provided for in the standards and proceduresdeveloped by the Purchasing Agent) shall not suffice to replace the actual, verifiedachievement of the requirements of this section concerning the worker hoursperformed by actua l Chicago residents.When work on the Project is completed, in the event that the City ha s determinedthat any Developer ha s failed to ensure the fulfillment of the requirement of this

section concerning the worker hours performed by actua l Chicago residents or failedto report in the m anner as indicated above, the City will thereby be damaged in thefailure to provide the benefit of demonstrable employment to Chicagoans to thedegree stipulated in this section. Therefore, in such a case of non-compliance, it isagreed that one-twentieth of one percent (0.0005)of the aggregate hard constructioncosts set forth in the respective Project Budget ( the product of .0005 x suchaggregate hard construction costs) (as the same shall be evidenced by approvedcontract value for the actual contracts) shal l be surrendered by su ch Developer tothe City in payment for each percentage of shortfall toward the stipula ted residencyrequirement. Failure to report the residency of employees entirely and correctly


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shall result in the surrender of the entire liquidated damages as if no Chicagoresidents were employed in either of the categories. The willful falsification ofsta tements and the certification of payroll da ta may subject the Developers, theGeneral Contractor an d/ or the subcontractors to prosecution. Any retainage tocover contract performance t ha t may become due to the Developers pursuan t toSection 2-92-250 of the Municipal Code of Chicago may be withheld by the Citypending th e Purchasing Agent's determination as to whether the Developers mustsurren der damages as provided in th is paragraph.

Nothing herein provided shal l be construed to be a limitation upon t he "Notice ofRequirements for Affirmative Action to Ensure Equal Employment Opportunity,Executive Order 1 1246" and "Standard Federal Equal Employment Opportunity,Executive Order 1 1246", or other affirmative action required for equal opportunityun de r the provisions of this Agreement or related documents.

The Developers sha ll cau se or require th e provisions of this Section 10.02 to beincluded in all construction contracts and subcont racts related to the Project.

10.03 The Developers' M.B.E.1W.B.E. Commitment.Each Developer agrees for itself and its successors and assigns, a nd , if necessary

to meet the requirements set forth herein, sha ll contractually obligate the GeneralContractor to agree that , during the Project:a. Consistent with the findings which support th e Minority-Owned and Women-

Owned Business Enterprise Procurement Program (the"M.B.E. 1W.B.E. Program"),Section 2-92-420, e t seq. , Municipal Code of Chicago, an d in reliance upon theprovisions of the M.B.E.1W.B.E. Program to the extent contained in, and asqualified by, the provisions of this Section 10.03, during the course of the Project,a t least the following percentages of th e M.B.E.1W.B.E. Project Budget (a s thesebudgeted am oun ts may be reduced to reflect decreased actual costs ) shall beexpended for contract participation by M.B.E.s or W.B.E.s:

i. At least twenty-four percent (24%) by M.B.E.s.ii. At least four percent (4%) by W.B.E.S.

b. For purposes of this Section 10.03 only, the Developers (and any party towhom a contract is let by a Developer in connection with the Project) shall bedeemed a cccontractor" nd this Agreement (and any contract let by a Developer inconnection with the Project) shall be deemed a "contract" as such terms aredefined in Section 2-92-420, Municipal Code of Chicago.


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c. Consistent with Section 2-92-440, Municipal Code of Chicago, eachDeveloper's M.B.E.1W.B.E. commitment may be achieved in part by theDeveloper's st atus as a n M.B.E. or W.B.E. ( bu t only to the extent of any actualwork performed on the Project by the Developer), or by a joint venture with one (1)or more M.B.E.s or W.B.E.s (bu t only to the extent of the lesser of (i) he M.B.E. orW.B.E. participation in s uc h joint venture or (ii) the amoun t of an y actual workperformed on the Project by th e M.B.E. or W.B.E.), by the Developer utilizing aM.B.E. or a W.B.E. as a General Contractor (but only to the extent of any actualwork performed on the Project by the General Contractor), by subcontracting orcausing the General Contractor to subcontract a portion of the Project to one (1)or more M.B.E.s or W.B.E.s, or by the purchase of materials used in the Projectfrom one (1) or more M.B.E.s or W.B.E.s, or by any combination of th e foregoing.Those entities which const itute both a M.B.E. and a W.B.E. shall no t be creditedmore than once with regard to the Developer's M.B.E.1W.B.E. commitment asdescribed in this Section 10.03. The Developer or the General Contractor maymeet all or part of this commitment through credits received pursuant toSection 2-92-530 of th e Municipal Code of Chicago for the voluntary use ofM.B.E.s or W.B.E.s in its activities and operations o ther than the Project.

d. Each Developer sha ll deliver quarterly reports to D.O.H. during the Projectdescribing i ts efforts to achieve compliance with this M.B.E.1W.B.E. commitment.Suc h reports shall include, inter alia, the name and business address of eachM.B.E. and W.B.E. solicited by the Developer or the General Contractor to workon the Project, and the responses received from su ch solicitation, the name a ndbusiness address of each M.B.E. or W.B.E. actually involved in the Project, adescription of the work performed or products or services supplied, the date andamoun t of su ch work, product or service, and suc h other information as mayassist D.O.H. in determining th e Developer's compliance with th is M.B.E./W.B.E.commitment. D.O.H. has access to the Developer's books and records, including,without limitation, payroll records, books of account and tax r eturns , and recordsan d books of accoun t in accordance with Section 14 of this Agreement, on five (5)busin ess days notice, to allow the City to review th e Developer's compliance withits commitment to M.B.E.1W.B.E. participation and t he s ta tu s of any M.B.E. orW.B.E. performing an y portion of the Project.

e. Upon the disqualification of an y M.B.E. or W.B.E. General Contractor orsubcontractor, if such s ta tu s was misrepresented by the disqualified party, therespective Developer sha ll be obligated to discharge or cause to be discharged thedisqualified General Contractor or subcontractor and, if possible, identify andengage a qualified M.B.E. or W.B.E. as a replacement. For purposes of thisSubsection (e), he disqualification procedures a re further described in Section 2-92-540, Municipal Code of Chicago.


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f. Any reduction or waiver of t he Developers7 M.B.E.1W.B.E. commitment asdescribed in thi s Section 10.03 shall be undertaken in accordance with Section2-92-450, Municipal Code of Chicago.

g. Prior to the commencement of the Project, the Developers, the GeneralContractor and all major subcontractors shall be required to meet with themonitoring staff of D.O.H. with regard to each Developer's compliance with itsobligations un de r this Section 10 .03. During this meeting, each Developer shalldemonstra te to D.O.H. its plan to achieve its obligations under th is Section 10.03,the sufficiency of which shall be approved by D.O.H.. During the Project, eachDeveloper shall submit the documentation required by this Section 10.03 to themonitoring staff of D.O.H., including th e following: (i) subcontractor's activityreport; (ii) contractor's certification concerning labor sta nd ards and prevailingwage requirements; (iii)contractor letter of understanding; (iv)monthly utilizationreport; (v) author ization for payroll agent; (vi) certified payroll; (vii) evidence thatM.B.E./W.B.E. contractor associations have been informed of the Project viawritten notice and hearings; an d (viii)evidence of compliance with job creationljobretention requirements. Failure to submit such documentation on a timely basis,or a determination by D.O.H., upon analysis of the documentation, that theDeveloper is not complying with it s obligations hereunder shall, upon the deliveryof written notice to th e Developer, be deemed an Event of Default hereunder . Uponthe occurrence of any su ch Event of Default, in addition to any other remediesprovided in this Agreement, the City may: (1 ) issue a written demand to theDeveloper to halt the Project, (2)withhold any further payment of any City Fundsto th e Developer or the General Contractor, or (3) eek any other remedies againstthe Developer available at law or in equity.

Section 11 .Environmental Matters.

(a) The Developers hereby represent a nd warrant to the City tha t the Developershave conducted environmental studies sufficient to conclude that the Project maybe cons tructed , completed and operated in accordance with all Environmental Lawsand th is Agreement and all Exhibits attached hereto, the Scope Drawings, Plans andSpecifications and all amendments thereto, and the Redevelopment Plan.

(b) Without limiting an y other provisions hereof, the Developers agree toindemnify, defend and hold t he City harmless from and against any a nd all losses,liabilities, damages, injuries, costs , expenses or claims of any kind whatsoeverincluding, without limitation, any losses, liabilities, damages, injuries, costs,


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expenses or claims asser ted or arising under any Environmental Laws incurred,suffered by or asserted against th e City a s a direct or indirect result of any of thefollowing, regardless of whether or not caused by, or within the control of theDevelopers: (i) the presence of any Hazardous Material on or under , or the escape,seepage, leakage, spillage, emission, discharge or release of any Hazardous Materialfrom all or a ny portion of the Property, or (ii) any liens against t he Propertypermitted or imposed by any Environmental Laws, or any actual or asserted liabilityor obligation of the City or the Developers or any of the ir respective Affiliates underany Environmental Laws relating to the Property.

(c) The City makes no covenant, representation or warranty a s to theenvironmental condition of the C.T.A. Property or the Azusa Property or itssuitability for any purpose whatsoever, and the Developer agrees to accept theC.T.A. Property an d th e Azusa Property "as is".

It shall be the responsibility of the Developers, at their sole cost an d expense, toinvestigate and determine the soil and environmental condition of the C.T.A.Property a nd th e Azusa Property. Prior to the Closing Date, th e Developers shallhave been given the right to conduct such environmental tests on the C.T.A.Property an d th e Azusa Property as they deem necessary or appropriate.

The Developers agree to carefully inspect the C.T.A. Property and the AzusaProperty prior to the commencement of any activity thereon to make s ur e tha t suchactivity shall not damage surrounding property, structures, rail lines, utility linesor any subsurface lines or cables. The Developers sha ll be solely responsible for thesafety and protection of the public. The City reserves t he right to inspect any workbeing done on the C.T.A. Property or the Azusa Property. Prior to the conveyanceof the C.T.A. Property or the Azusa Property, and except as may be expresslyconsented to by t he C.T.A. or the Azusa Property Owner (as the case may be), theDevelopers' activities on the C.T.A. Property an d the Azusa Property shall be limitedto those reasonably necessary to perform t he environmental testing. The Developersshal l keep t he C.T.A. Property an d t he Azusa Property free from any a nd all liensan d encumbrances arising out of any environmental remediation work performed,materials supplied or obligations incurred by or for the Developers, and agrees toindemnify and hold the City harmless against a ny suc h liens.

The Developers agree to deliver to th e City a copy of each report prepared by or forth e Developers regarding the environmental condition of the C.T.A. Property and theAzusa Property.

If after the Closing, the environmental condition of the C.T.A. Property or theAzusa Property is not in all respects entirely suitable for the use to which it is to beutilized pu rs ua nt to the terms of this Agreement, it shall be the sole responsibilityan d obligation of th e Developers to ta ke s uc h action as may be necessary to put the


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C.T.A. Property an d/o r th e Azusa Property in a condition entirely suitable for su chintended use, subject to the City's increase in the Maximum Reimbursable Amountin the amounts necessary to fully reimburse the Developers for the costs ofundertak ing s uc h actions. The Developers agree to release and indemnify the Cityfrom any claims and liabilities relating to or arising from the environmentalcondition of the C.T.A. Property and the Azusa Property and to undertake anddischarge all liabilities of the City arising from any environmental condition whichexisted on the C.T.A. Property a nd the Azusa Property prior to the Closing.

Section 12.

Insurance.

The Developers shall procure and maintain, or cause to be procured andmaintained, a t their sole cost an d expense, at all times throughout the Term of thisAgreement (or during the construction period as specified at (b) below) and untileach and every obligation of the Developers contained in the Agreement has beenfully performed, the types of insurance specified below, with insurance companiesauthorized to do business in the State of Illinois covering all operations under thisAgreement, whether performed by the Developers, the General Contractor or anysubcontractor:(a) Prior To Execution And Delivery Of This Agreement:

(i) Workers' Compensation And Employer's Liability Insurance.Workers' Compensation and Employer's Liability Insurance, a s prescribedby applicable law, covering all employees who are to provide a serviceunder or in connection with this Agreement, and employer's liabilitycoverage, with limits of not less th an One Hundred Thousand a nd no/ 100Dollars ($100,000.00) for each accident or illness.

(ii) Commercial General Liability Insurance (Primary And Umbrella).Commercial General Liability Insurance or equivalent with limits of notless t ha n One Million and no/ 100 Dollars $1,000,000.00) per occurrencefor bodily injury, personal injury and property damage liability. Coverageextensions shall include the following: all premises and operations,products/completed operations, independent contractors, separation ofinsureds , defense and contractual liability (with no limitationendorsement). The City of Chicago is to be named as an additional


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insured on a primary, non-contributory basis for any liability arisingdirectly or indirectly under or in connection with this Agreement.

(b) Construction: Prior to the construction of any portion of the Project, theDevelopers shall procure and maintain, or cause to be procured an d maintained, thefollowing kinds and amo unts of insurance:(i) Workers' Compensation And Employers Liability Insurance.

Workers' Compensation and Employers Liability Insurance, a s prescribedby applicable law, covering all employees who are to provide a serviceunder or in connection with this Agreement and employer's liabilitycoverage with limits of not less than Five Hundred Thousand and no/ 100Dollars ($500,000.00) for each accident or illness.

(ii) Commercial General Liability Insurance (Primary And Umbrella).Commercial General Liability Insurance or equivalent with limits of notless th an Two Million an d no/ 100 Dollars ($2 ,000,000.00)per occurrence,for bodily injury, personal injury an d property damage liability. Coverageextensions shall include the following: all premises and operations,products/completed operations (for a minimum of two (2)years followingcompletion of construction of the Project) explosion, collapse,underground, independent contractors, separation of insureds, defensean d contractual liability (with no limitation endorsem ent) . The City ofChicago is to be named as an additional insured on a primary,noncontributory basis for any liability arising directly or indirectly underor in connection with this Agreement.

(iii) Automobile Liability Insurance (Primary And Umbrella.)When any motor vehicles (owned, non-owned and hired) are used inconnection with work to be performed in connection with th is Agreement,the Developers shall provide, or cause to be provided, Automobile LiabilityInsurance with limits of not less tha n Two Million Dollars ($2,000,000)peroccurrence for bodily injury and property dam age. The City of Chicago isto be named a s an additional insured o n a primary, noncontributory basis.

(iv) Railroad Protective Liability Insurance.When, in connection with thi s Agreement, any work is to be done adjacentto or on property owned by a railroad or public transit entity, the


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Developers shall provide, or cause to be provided, with respect to theoperations that the Developers perform, Railroad Protective LiabilityInsurance in the name of such railroad or public transi t entity. The policyshall have limits of not less th an Two Millions Dollars ($2,000,000) peroccurrence and Six Million Dollars ($6,000,000) n the aggregate for lossesarising out of injuries to or death of all persons and for damage to ordestruction of property, including the loss of use thereof.

(v) All Risk Builder's Risk Insurance.When the General Contractor undertakes any construction, includingimprovements, betterments and/or repairs, the General Contractor shallprovide, or cause to be provided, All Risk Builder's Risk Insurance atreplacement cost for materials, equipment, machiney and fixtures that areor will be part of the permanent facilities. Coverage extensions shallinclude but are not limited to the following: boiler and machinery (ifapplicable) an d collapse. The City of Chicago shal l be named a s anadditional loss payee.

(vi) Professional LiabilityWhen any architects, engineers, construction managers or otherprofessional consultants perform work in connection with this Agreement,Professional Liability Insurance covering acts, errors or omissions shall bemaintained with limits of not less than One Million Dollars ($1,000,000).Coverage extensions shall include contractual liability. When policies arerenewed or replaced, the policy retroactive date must coincide with, orprecede, star t of work on the Project. A claims-made policy which is notrenewed or replaced must have an extended reporting period of two (2)years.

(vii) Valuable Papers Insurance.When any plans, designs, drawings, specifications and documents areproduced or used in connection with this Agreement, Valuable PapersInsurance shall be maintained in a n amount to insure against any losswhatsoever, and shall have limits sufficient to pay for the re-creation andreconstruction of such records.

(viii) Contractors' Pollution Liability Insurance.When any remediation work is performed in connection with this


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Agreement which may cause a pollution exposure, Contractors' PollutionLiability Insurance shall be provided with limits of not less than OneMillion Dollars ($1,000,000) insuring bodily injury, property damage andenvironmental remediation, clean-up costs and disposal. When policiesare renewed, the policy retroactive date must coincide with, or precedestart of work in connection with this Agreement. A claims-made policywhich is no t renewed or replaced m us t have a n extended reporting periodof one (1) year. The City of Chicago is to be named a s an additionalinsured on a primary, noncontributory basis.

(c) Other Provisions.The Developers shall furnish the following certificates to D.P.D. at CityHall, Room 1000, 121 North LaSalle Street, Chicago, Illinois 60602:

-- Original certificates of insurance evidencing the required coverage,showing the City as a certificate holder and , if applicable, losspayee or additional insured, to be in force on the date of executionof th is Agreement, and renewal certificates of insurance or otherevidence of renewal, if the coverages have a n expiration or renewaldate occurring during the Term of the Agreement. Each certificateof insurance shall provide that the City is to be given sixty (60)days prior written notice in the event coverage is substantiallychanged, canceled or not renewed; and-- Original City of Chicago Insurance Certificate of Coverage Form(blank form to be obtained from D.P.D.) or it s equivalent.

The receipt of the required certificates by D.P.D. does not constitute anagreement by the City that the in surance requirements of this Agreementhave been fully met or that the insurance policies indicated on thecertificates are in compliance with all requirements hereunder. The failureof the City to receive such certificates or to receive certificates that fullyconform to the requirements of thi s Agreement shall not be deemed to bea waiver by the City of any of the insurance requirements set forth herein.Receipt by the Developers of policies or certificates: The Developers shalladvise all insurers of the insurance requirements set forth in thisAgreement, and the receipt by the Developers of policies or certificates thatdo not conform to these requirements shal l not relieve the Developers oftheir obligation to provide the insu rance a s set forth in this Agreement orrequired by law. Failure to comply with the insurance provisions of this


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Agreement constitutes an Event of Default hereunder, and the City isentitled to exercise all remedies with respect thereto. Each Developerexpressly understan ds an d agrees tha t any coverages and limits furnishedby Developers shall in no way limit the Developers' liability andresponsibilities specified within th is Agreement or as required by law.The Developers shall require the General Contractor and allsubcontrac tors to carry the insurance required herein, or alternatively, theDevelopers may provide the coverage on behalf of the General Contractoror any subcon tractor. All General Contractors an d subcontractors shallbe subject to the same requirements of the Developers in th is subsection(c) unles s specified herein.Each Developer agrees, and shall cause its insu rers a nd th e insurers of itsGeneral Contractor and each subcontractor engaged after the da te hereofin connection with the Project to agree, that all such insurers shall waivetheir rights of subrogation against the City.The limitations set forth in the indemnification provisions in Section 13hereof, or any limitations on indemnities th at may apply as a matter oflaw, shall in no way limit, reduce or otherwise affect the amo unts or typesof insurance required under th is Agreement.The Developers and not the City are responsible for meeting all of theinsu rance requirements under this Agreement an d for the Project. Anyinsu rance or self insurance programs maintained by the City shall applyin excess of and not contribute with insurance required to be provided bythe Developers, General Contractor or any subcontractor under thisAgreement.Any and all deductibles or self-insured retentions on the requiredinsuran ce coverages shall be borne by the Developers, General Contractoror subcontrac tor who is the insured under such policy, and shall not beborne by the City.If the Developers, the General Contractor or any subcontractor desiresadditional coverage, higher limits of liability or other modifications for itsown protection, such person or entity shall be responsible for theacquisition and cost of suc h additional protection.The City of Chicago Risk Management Department maintains the right tomodify, delete, alter or change the insurance requirements set forth in thisAgreement so long as su ch action does not, without the Developers' priorwritten consent, increase suc h requirements.


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Section 13.Indemnification.

Each Developer agrees, individually and severally an d in no cases jointly or withrespect to the obligation of any other Developer here under, to indemnify, defend an dhold the City harmless from and against any losses, costs, damages, liabilities,claims, sui ts, actions, ca uses of action an d expenses (including,without limitation,reasonable atto rneys' fees and court costs) suffered or incurred by the City arisingfrom or i n connection with (i) su ch Developer's failure to comply with any of theterms, covenants an d conditions contained within this Agreement, or (ii) su chDeveloper's or any contractor's failure to pay General Contractors, subcontractorsor materialmen in connection with the T.1.F.-Funded Improvements or any otherimprovement for th e Project, or (iii) he existence of any material misrepresentationor omission i n th is Agreement, any offering memorandum or the RedevelopmentPlan or any other document related to this Agreement that is the result ofinformation supplied or omitted by such Developer or its agents, employees,contractors or persons acting unde r t he control or at the request of s uc h Developeror (iv) suc h Developer's failure to cur e any misrepresentation in th is Agreement orany other agreement relating hereto, or (v) any actions resulting from any actionundertaken by su ch Developer on the Chicago Transi t Authority Property prior toor after t he conveyance of th e Chicago Transit Authority Property to the Developerby the City, or (vi) any actions resul ting from any action under take n by suc hDeveloper on the Azusa Property prior to or after the conveyance of the AzusaProperty to the Developer by the City.

Section 14.Maintaining Records/Right To Inspect.

14.01 Books And Records.Each Developer shall keep and maintain separate, complete, accurate and detailedbooks an d records necessary to reflect a nd fully disclose the total ac tual cost of the

Project an d th e disposition of all funds from whatever source allocated thereto, andto monitor th e Project. All su ch books, records and other documents, including bu tnot limited to, such Developer's loan statements, General Contractors' andcontractors' sworn statements, general contract s, subcontracts, purchase orders,waivers of lien, paid receipts and invoices, shall be available at the Developer'soffices for inspection, copying, audit an d examination by a n authorized


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representative of the City, at the Developer's expense. Each Developer shallincorporate this right to inspect, copy, audit and examine all books and records intoall 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

shall have access to all portions of the Project and the Property during normalbusiness hou rs for the Term of the Agreement.

Section 15.Default And Remedies.

15.01 Events Of Default.The occurrence of any one (1) or more of the following events, subject to theprovisions of Section 15.03, shall consti tute an "Event of Default" by the Developershereunder:

(a) the failure of any Developer to perform, keep or observe any of the covenants,conditions, promises, agreements or obligations of s uc h Developer under (i) thisAgreement or (ii)any related agreement, if such failure with respect to any relatedagreement materially adversely affects such Developer's ability to perform itsobligations under this Agreement;

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

(c) the making or furnishing by any Developer to the City of any representation,warranty, certificate, schedule, report or other communication within or inconnection with this Agreement or any related agreement which is untrue ormisleading in any material respect;(d) except as otherwise permitted hereunder, the creation (whether voluntary orinvoluntary) of, or any attempt to create, any lien or other encumbrance upon theProperty, including any fixtures now or hereafter attached thereto, other than the


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Permitted Liens, or the making or any attempt to make any levy, seizure orattachment thereoc

(e) the commencement of any proceedings in bankruptcy by or against anyDeveloper or for the liquidation or reorganization of any Developer, or alleging thatany Developer is insolvent or unable to pay its debts a s they mature, or for thereadjustment or arrangement of any Developer's debts, whether un der the UnitedState s Bankruptcy Code or und er any other sta te or federal law, now or hereafterexisting for th e relief of debtors, or the commencement of any analogous statutoryor non-s tatutory proceedings involving any Developer; provided, however, that ifsuch commencement of proceedings is involuntary, such action shall notconstitute an Event of Default unless such proceedings are not dismissed withinsixty (60) days after the commencement of suc h proceedings;(f) the appointment of a receiver or tru stee for any Developer, for any substantialpart of any Developer's assets or the institution of any proceedings for thedissolution, or the full or partial liquidation, or the merger or consolidation, of anyDeveloper; provided, however, that if such appointment or commencement ofproceedings is involuntary, su ch action shall not constitute a n Event of Defaultunless su ch appointment is not revoked or su ch proceedings are not dismissedwithin sixty (60) days after th e commencement thereof;(g) the entry of any judgment or order agains t any Developer which remainsunsatisfied or undischarged and in effect for sixty (60) days after such entrywithout a stay of enforcement or execution;(h) the occurrence of a n event of default unde r the Lender Financing, whichdefault is not cured within any applicable cure period;(i) th e dissolution of any Developer; or(j) the institution in any court of a criminal proceeding (other than amisdemeanor) against any Developer or any na tural person who owns a materialinterest in any Developer, which is not dismissed within thirty (30) days, or theindictment of any Developer or any natural person who owns a material interestin any Developer, for any crime (other than a misdemeanor).For purposes of Section 15.01 j) hereof, a person with a material interest in anyDeveloper shall be one owning in excess of ten percent (10%) of such Developer'spartnership or membership interests.

15.02 Remedies.Upon the occurrence of a n Event of Default, subject to all applicable notice andcure periods, in addition to all other rights and remedies contained in this


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Agreement, including those specifically set forth in Sections 7 O3, 10.03 g) an d18.18, the City may terminate this Agreement and all related agreements. If MasterDeveloper fails to complete construction of the Aldi Store portion of the Phase IImprovements an d as a resul t is in default hereunder, the Developer shall repay tothe City the Five Million Dollars ($5,000,000) advanced by the City set forth inSection 4.03(b)(i) r the value of the property conveyed to the Developer hereby forless th an market value. Prior to the issuance of the Certificate for each phase, theCity may sus pend or terminate payments of Available Incremental Taxes pursuantto this Agreement and the City Notes only as each relates to the phase of the Projectwith respect to which suc h default has occurred; subsequent to the issuance of theCertificate for a phase, the City shall not have the right to suspend or terminatepayments under the City Note(s) ssued with respect to such phase. Subject to theforegoing, the City may, in any court of competent jurisdiction by any action orproceeding a t law or in equity, pursue and secure any available remedy, includingbut not limited to injunctive relief or the specific performance of the agreementscontained herein.

15.03 Curative Period.In the event any Developer shall fail to perform a monetary covenant which s uc hDeveloper is required to perform under this Agreement, notwithstanding any otherprovision of this Agreement to the contrary, an Event of Default shall not be deemedto have occurred un less s uc h Developer shall have failed to perform su ch monetarycovenant within ten (10) days of its receipt of a written notice from the Cityspecifylng that it has failed to perform su ch monetary covenant. In the event anyDeveloper shall fail to perform a non-monetary covenant which suc h Developer isrequired to perform under this Agreement, notwithstanding any other provision ofthis Agreement to the contrary, a n Event of Default shall not be deemed to haveoccurred un less s uc h Developer shall have failed to cure suc h default within thirty(30)days of its receipt of a written notice from the City specifylng the nature of thedefault; provided, however, with respect to those non-monetary defaults which arenot capable of being cured within such thirty (30)day period, su ch Developer shallnot be deemed to have committed an Event of Default under this Agreement if it ha scommenced to cure the alleged default within suc h thirty (30) day period andthereafter diligently and continuously prosecutes the cure of suc h default until thesame ha s been cured.

Sec t ion 16.Mortgaging Of The Property.

All mortgages or deeds of trus t in place with respect to the Property or any portionthereof are listed on (Sub)Exhibit hereto (including but not limited to mortgages


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REPORTS O F COMMITTEES

made prior to or on the date hereof in connection with Lender Financing) and arereferred to herein as the "Existing Mortgages". Any mortgage or deed of trus t thatthe Developers may hereafter elect to execute and record or permit to be recordedagainst the Property or any portion thereof is referred to herein as a "New Mortgage".Any mortgage or deed of tr us t tha t the Developers may hereafter elect to execute andrecord or permit to be recorded against the Property or any portion thereof with theprior written consent of the City is referred to herein as a "Permitted Mortgage". Itis hereby agreed by and between the City and the Developers as follows:

(a) In the event that a mortgagee or any other party shall succeed to anyDeveloper's interest in the Property or any portion thereof pursuant to the exerciseof remedies under a mortgage or deed of trus t (other than a Permitted Mortgage),whether by foreclosure or deed-in-lieu of foreclosure, and in conjunction therewithaccepts a n assignment of su ch Developer's interest hereunder in accordance withSection 18.15 hereof, the City may, bu t shall not be obligated to, attorn to andrecognize such party as the successor in interest to such Developer for allpurposes under this Agreement and, unless so recognized by the City as thesuccessor in interest, su ch party shall be entitled to no rights or benefits underthis Agreement, but such party shall be bound by those provisions of thisAgreement tha t a re covenants expressly running with the land.

(b) In the event that any mortgagee shall succeed to any Developer's interest inthe Property or any portion thereof pursuan t to the exercise of remedies under aPermitted Mortgage, whether by foreclosure or deed-in-lieu of foreclosure, and inconjunction therewith accepts an assignment of such Developer's interesthereunder in accordance with Section 18.15 hereof, the City hereby agrees toattorn to an d recognize su ch party a s the successor in interest to s uch Developerfor all purposes under this Agreement so long as such party accepts all of theobligations and liabilities of su ch "Developer" hereunder; provided, however, that ,notwithstanding any other provision of this Agreement to the contrary, it isunderstood and agreed that if such party accepts an assignment of suchDeveloper's interest und er this Agreement, such party sha ll have no liability underthis Agreement for any Event of Default of su ch Developer which accrued prior tothe time such party succeeded to the interest of such Developer under thisAgreement, in which case suc h Developer shall be solely responsible. However,if such mortgagee under a Permitted Mortgage does not expressly accept anassignment of such Developer's interest hereunder, s uch party shall be entitledto no rights and benefits under th is Agreement, and such party shall be boundonly by those provisions of this Agreement, if any, which are covenants expresslyrunning with the land.

(c) Prior to the issuance by the City to any Developer of a Certificate pursuantto Section 7 hereof, no New Mortgage shall be executed with respect to theProperty or any portion thereof without the prior written consent of theCommissioner of D.P.D.


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Section 17.Notice.

Unless otherwise specified, any notice, demand or request required hereundershall be given in writing a t the addresses set forth below, by any of the followingmeans: (a)personal service; (b) telecopy or facsimile; (c) overnight courier; or (d)registered or certified mail, return receipt requested.

If To The City: City of ChicagoDepartment of Planning andDevelopment121 North LaSalle Street, Room 1000Chicago, Illinois 60602Attention: Commissionerwith copies to:City of ChicagoDepartment of LawFinance and Economic Development

Division121 North LaSalle Street, Room 600Chicago, Illinois 60602If To The MasterDeve1oper:Wilson Yard Development I,

L.L.C.In Care of Holsten Real Esta teDevelopment Corporation1333 North Kingsbury Street, Suite 305Chicago, Illinois 60625Attention: Peter Holstenwith copies to:DLA Piper Rudnick Gray Cary US L.L.P.203 North LaSalle Street, Suite 1900Chicago, Illinois 6060 1 1293Attention: David L. Reifman


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If To The L.I.H.T.C.Developer orGeneral Partner:

If To The SeniorDeveloper:


an d with copies to:Applegate & Thorne-Thomsen, P.C.322 Sout h Green Street, Suite 400Chicago, Illinois 60607Attention: Thomas Thorne-Thomsen

Wilson YardDevelopment Corp.

In Care of Holsten Real Es tateDevelopment Corporation

133 3 North Kingsbury, Suite 305Chicago, Illinois 60625Attention: Peter Holstenwith copies to:DLA Piper Rudnick Gray Cary US LLP203 North LaSalle Street, Suite 1900Chicago, Illinois 6060 1 1293Attention: David L. Reifmanan d with copies to:Applegate & Thorne-Thomsen, P.C.322 S out h Green Street, Suite 400Chicago, Illinois 60607Attention: Thomas Thorne-Thomsen

[To be determined]

Attention:


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with copies to:

Attention:

Such addresses may be changed by notice to the other parties given in the samemanner provided above. Any notice, demand or request sent pursuant to eitherclause (a)or (b)hereof shall be deemed received upon su ch personal service or upondispatch. Any notice, demand or request sent pursuant to clause (c) shall bedeemed received on the day immediately following deposit with the overnight courierand any notices, demands or requests sent pursuant to subsection (d) shall bedeemed 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 without theprior written consent of th e City and the Developers.

18.02 Entire Agreement.This Agreement (including each exhibit attached hereto, which is hereby

incorporated herein by reference) constitutes the entire Agreement between theparties hereto and it supersedes all prior agreements, negotiations and discussionsbetween 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 theDevelopers or any successor in interest in the event of any default or breach by the


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City or for any am ount which may become due to the Developers from the City orany successor in interest or on any obligation under the terms of this Agreement.18.04 Further Assurances.

Each Developer agrees to take su ch actions, including the execution and deliveryof such documents, instruments, petitions and certifications as may becomenecessary or appropriate to carry out the terms, provisions and intent of thisAgreement.

18.05 WaiverWaiver by the City or the Developers with respect to any breach of this Agreementshall not be considered or treated as a waiver of the rights of the respective partywith respect to any other default or with respect to any particular default, except tothe extent specifically waived by the City or the Developers in writing.

18.06 Remedies Cumulative.The remedies of a party hereunder are cumulative and the exercise of any one (1)or more of the remedies provided for herein shall not be construed as a waiver of anyother remedies of such party un less specifically so provided herein.

18.07 Disclaimer.Nothing contained in this Agreement nor any act of the City shall be deemed orconstrued by any of the parties, or by any third person, to create or imply anyrelationship of third-party beneficiary, principal or agent, limited or generalpartnership or joint venture, or to create or imply any association or relationshipinvolving the City.

18.08 Headings.The paragraph and section headings contained herein are for convenience onlyand 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 bedeemed an original and all of which shall constitute one and the same agreement.


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18.10 Severability.If an y provision in th is Agreement, or any paragraph , sentence, clause, phrase,

word or the application thereof, in any circumstance, is held invalid, this Agreementshall be construed as if such invalid part were never included herein and theremainder of this Agreement shall be and remain valid and enforceable to the fullestextent permitted by law.

18.11 Conflict.In the event of a conflict between any provisions of this Agreement and theprovisions of the T.I.F. Ordinances and/or the Bond Ordinances, if any, such

ordinance(s) shal l 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.

18.13 Form Of Documents.All documents required by th is Agreement to be submitted, delivered or furnishedto the City shall be in form and content satisfactory to the City.

18.14 Approval.Wherever thi s Agreement provides for the approval or consent of the City, D.P.D.or the Commissioner, or any matter is to be to the City's, D.P.D.'s or the

Commissioner's satisfaction, unless specifically stated to the contrary, su chapproval, consent or satisfaction shall be made, given or determined by the City,D.P.D. or the Commissioner in writing and in the reasonable discretion thereof andwithout unreasonable delay. The Commissioner or other person designated by theMayor of the City shal l act for the City or D.P.D. in making all approvals, consentsand determinations of satisfaction, granting the Certificate or otherwiseadministering th is Agreement for the City. In furtherance of the foregoing, the termsof this Agreement may be modified administratively by the Commissioner of D.P.D.without the sam e being deemed a n amendment to th is Agreement provided tha t theCommissioner of D.P.D. and Corporation Counsel have determined that suchmodification is appropriate and consistent with the terms and conditions of thisAgreement and the purposes underlying the provisions hereof.


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18.15 Assignment.Prior to the issuance by the City to any Developer of a Certificate, the respectiveDeveloper may not sell, assign or otherwise transfer its interest in this Agreementor the Project, or any portion thereof, in whole or in part without the written consentof the City. After the i ssuance of such Certificate, su ch Developer may not sell,assign or otherwise transfer its interest in this Agreement or the Project, or anyportion thereof, if the proposed transferee or assignee, or any affiliate thereof, (1) sin violation of any City ordinances or other legal requirements, (2) is involved inlitigation with the City, (3) s unable or unwilling to accept a n assignment of anyunperformed obligations of su ch Developer unde r this Agreement, or (4) ha s acreditworthiness unacceptable to the City, in its reasonable discretion.Notwithstanding the i ssuance of su ch Certificate, any successor in interes t to anyDeveloper unde r th is Agreement shal l certify in writing to the City its agreement toabide by all remaining executory terms of this Agreement, including but not limitedto Sections 8.19 (Real Estate Provisions), 8.20 (Affordable Housing Covenant) and8.23 (Survival of Covenants) hereof, for the Term of the Agreement. Except a sprovided in Section 4.08 hereof, no assignee or transferee shall have the right toobtain Available Incremental Revenues payable pu rsuant to any City Note withoutthe express prior written consent of the City; provided, that General Partner shallbe permitted to assign City Note Number 3 to the Master Developer a t any time afterissuance of City Note Number 3, and the City hereby expressly consents to suchassignment; provided further, that , for collateral purposes, the General Partner shallbe permitted to ass ign City Note Number 2 to the Master Developer at any time afterissuance of City Note Number 2 , and the Senior Developer shall be permitted toassign City Note Number 4 to the Master Developer at any time after issuance ofCity Note Number 4, and the Master Developer may assign such notes to itsconstruc tion lender, and th e City hereby expressly consents to suc h assignments.The Developers consen t to the City's sale, transfer, assignment or other disposal ofthis Agreement at an y time in whole or in part. Nothing herein shall be construedas a prohibition to sell, assign or otherwise transfer interests in the Property and /o rthe Project to the prospective owners an d operators of the department store, theaterand grocery store components of the Project.

18.16 Binding Effect.This Agreement sha ll be binding upon the Developers, the City and their respectivesuccessors a nd permitted assigns (as provided herein) and shall inure to the benefitof the Developers, the City and their respective successors and permitted assigns(as provided herein).

18.17 Force Majeure.Neither the City nor the Developers nor any successor in interest to any of them


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shall be considered in breach of or in default of their respective obligations underthi s Agreement in the event of any delay caused by damage or destruction by fire orother casualty, strike, shortage of material, unusually adverse weather conditionssuch as , by way of illustration and not limitation, severe rain storms or belowfreezing temperatu res of abnormal degree or for an abnormal duration, tornadoesor cyclones, and other events or conditions beyond the reasonable control of theparty affected which in fact interferes with the ability of su ch party to discharge itsobligations hereunder. Notice of su ch delay for any such reason shal l be given bythe party seeking to excuse its performance by virtue thereof to the other partywithin twenty (20) days of commencement of such delay, an d excuse fromperformance of obligations shal l be limited to the actual number of days involved insu ch delay.

18.18 Business Economic Support Act.Pursua nt to the Business Economic Support Act (30 ILCS 7601 1 et seq.), if theDevelopers are required to provide notice under the W.A.R.N. Act, the Developersshall, in addition to the notice required un der the W.A.R.N. Act, provide at the sametime a copy of the W.A.R.N. Act notice to the Governor of the State , the Speaker andMinority Leader of the House of Representatives of the State, the President andMinority Leader of the Senate of Sta te, an d the Mayor of each municipality wherethe Developers have locations in the State. Failure by the Developers to providesu ch notice as described above may result in the termination of all or a part of thereimbursement obligations of the City set forth herein .

18.19 Exhibits.All of the exhibits attached hereto a re incorporated herein by reference.

18.20 Venue And Consent To Jurisdiction.If there is a lawsuit unde r this Agreement, each party hereto agrees to submit tothe jurisdiction of the courts of Cook County, the State of Illinois and the UnitedStates District Court for the Northern District of Illinois.

18.21 Costs And Expenses.In addition to an d not in limitation of the other provisions of this Agreement, the

Developers agree to pay upon demand the City's out-of-pocket expenses, includingattorneys' fees, incurred in connection with the enforcement of the provisions of thisAgreement. This includes, subjec t to any limits under applicable law, attorneys' feesan d legal expenses, whether or not there is a lawsuit, including attorneys' fees for


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bank ruptc y proceedings (including efforts to modify or vacate any automatic stayor injunction), appeals an d any anticipated post-judgment collection services. TheDevelopers also will pay an y court costs, in addition to all other sums provided bylaw.

18.22 Busin ess Relationships.The Developers acknowledge (A) receipt of a copy of Section 2- 156-030 (b) of th e

Municipal Code of Chicago, (B) that Developers have read such provision andund ers tan d t ha t pu rsuant to su ch Section 2- 156-030 (b), t is illegal for any electedofficial of th e City, or an y person acting a t th e direction of su ch official, to contact,either orally or in writing, an y oth er City official or employee with respect to anymat ter involving any person with whom th e elected City official or employee h as a"Business Relationship" (asdefined in Section 2-156-080 of the Municipal Code ofChicago), or to participate in an y discussion in any City Council committee hearingor in an y City Council meeting or to vote on an y matt er involving an y person withwhom th e elected City official or employee ha s a "Business Relationship" (asdefinedin Section 2-156-080 of the Municipal Code of Chicago), or to participate in anydiscussion in a ny City Council committee hearing or in any City Council meetingor to vote on any m atter involving th e person with whom a n elected official ha s aBusin ess Relationship, an d (C) that a violation of Section 2-156-030 (b) by a nelected official, or any person acting at the direction of s uch official, with respect toan y transaction contemplated by this Agreement shall be grounds for terminationof thi s Agreement an d the transact ions contemplated hereby. The Developershereby represent a nd war rant t hat , to the best of their knowledge after due inquiry,no violation of Section 2-156-030 (b) has occurred with respect to this Agreementor the transactions contemplated hereby.

18.23 Executive Order 05-1: Prohibition On Certain Contributions.Each Developer agrees that Developer, any person or entity who directly or

indirectly has a n ownership or beneficial interest in Developer of more tha n 7 .5percent ("Owners"), spo use s a nd domestic partner s of su ch Owners, Developer'scont racto rs (i.e., any person or entity in direct cont rac tua l privity with Developerregarding the subject mat ter of this Agreement) ("Contractors"),any person or entitywho directly or indirectly ha s a n ownership or beneficial interest in a ny Contractorof more t ha n seven an d five-tenths percent (7.5%) ("Subowners") an d sp ouses anddomestic partner s of s uch Subowners (Developer an d all the other preceding classesof persons and entities are together, the "Identified Parties"), shall not make acontribution of any a moun t to the Mayor of t he City of Chicago (the "Mayor") or tohi s political fundraising committee (i) after execution of this Agreement byDeveloper, (ii)while this Agreement or any Other Contract is executory, (iii)during


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the term of this Agreement or any Other Contract between Developer and the City,or (iv)during any period while an extension of this Agreement or any Other Contractis being sought or negotiated.

Developer represents and warrants tha t from the later of (i)February 10,2005and(ii) he date the City approached the Developer or the date the Developer approachedthe City, as applicable, regarding the formulation of th is Agreement, no IdentifiedParties have made a contribution of any amount to the Mayor or to his politicalfundraising committee.

Developer agrees that it shall not: (a) coerce, compel or intimidate its employeesto make a contribution of any amount to the Mayor or to the Mayor's politicalfundraising committee; (b) eimburse its employees for a contribution of any amountmade to the Mayor or to the Mayor's political fundraising committee; or (c)bundleor solicit others to bundle contributions to the Mayor or to his political fundraisingcommittee.

Developer agrees that the Identified Parties must not engage in any conductwhatsoever designed to intentionally violate this provision or Mayoral ExecutiveOrder Number 05- 1 or to entice, direct or solicit others to intentionally violate thisprovision or Mayoral Executive Order Number 05- 1.Developer agrees that a violation of, non-compliance with, misrepresentation withrespect to, or breach of any covenant or warranty under this provision or violationof Mayoral Executive Order Number 05-1 constitutes a breach and default underthis Agreement, and und er any Other Contract for which no opportunity to cure willbe granted, unless the City, in its sole discretion, elects to grant such anopportunity to cure. Such breach an d default entitles the City to all remedies(including without limitation termination for default) under this Agreement, underany Other Contract, a t law and in equity. This provision amends any Other

Contract an d supersedes any inconsistent provision contained therein.If Developer intentionally violates this provision or Mayoral Executive OrderNumber 05-1prior to the closing of this Agreement, the City may elect to decline toclose the transaction contemplated by this Agreement.For purposes of th is provision:

"Bundle" means to collect contributions from more than one source which arethen delivered by one person to the Mayor or to his political fundraisingcommittee."Other Contract" means any other agreement with the City of Chicago to whichDeveloper is a party that is (i) formed under the authority of Chapter 2-92 of theMunicipal Code of Chicago; (ii) entered into for the purchase or lease of real or


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personal property; or (iii) or materials, supplies, equipment or services which areapproved or authorized by the City Council of the City of Chicago."Contribution" means a "political contribution" a s defined in Chapter 2- 156 ofthe Municipal Code of Chicago, as amended.Individuals are "Domestic Partners" if they satisfy the following criteria:

they are each other's sole domestic partner, responsible for each other'scommon welfare; andneither party is married; andthe partners are not related by blood closer than would bar marriage inthe State of Illinois; andeach partner is a t least eighteen (18)years of age, and th e partners arethe same sex, and the partners reside a t the same residence; andtwo (2) of the following four (4) conditions exist for the partners:

1. The partners have been residing together for at least twelve (12)months.2. The partners have common or joint ownership of a residence.3. The partners have a t least two (2) of the following arrangements:

a. joint ownership of a motor vehicle;b. a joint credit account;c. a joint checking account;d. a lease for a residence identifying both domestic partners a stenants.

4. Each partner identifies the other partner as a primary beneficiaryin a will."Political fundraising committee" means a "political fundraising committeen asdefined in Chapter 2- 156 of the Municipal Code of Chicago, as amended.

In Witness Whereof, The parties hereto have caused this RedevelopmentAgreement to be executed on or as of the day and year first above written.


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City:

Master Developer:

L.I.H.T.C. Developer:

General Partner:

City of Chicago, acting by and throughits Department of Planning andDevelopment

By: Commissioner

Wilson Yard Development I, L.L.C., a nIllinois limited liability company

By:Peter Holsten, its managing member

Wilson Yard Partner s, L.P., a n Illinoislimited partnership

By: Wilson Yard DevelopmentCorporation, a n Illinoiscorporation an d its sole generalpartner

By: Peter Holsten, President

Wilson Yard Development Corporation,a n Illinois corporation

By: Peter Holsten, President

State of Illinois ))SS.County of Cook )

I, , a notary public in and for the said County, inthe S tate aforesaid, do hereby certify that Peter Holsten, personally known to me tobe th e managing member of Wilson Yard Development I, L.L.C., a n Illinois limited-liability company ( the "Master Developer"), an d personally known to me to be the


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same person whose name is subscribed to the foregoing instrument, appearedbefore me this day in person an d acknowledged tha t he signed, sealed and deliveredsaid instrument, pursuant to the authority given to him by the members of theMaster Developer, as his free and voluntary ac t an d a s the free and voluntary ac t ofthe Master Developer, for the uses and purposes therein se t forth.

Given under my hand and official sea l thi s day of ,2 005.

Notary Public

My commission expires:


I, , a notary public in and for the sa id County, inthe State aforesaid, do hereby certify that Peter Holsten, personally known to me tobe the of ~ i l s o n-grd Development c o b . , an 1llinois corporation(the "General Partner") and sole general par tne r of Wilson Yard Partners, L.P., anIllinois limited partnership (the "L.I.H.T.C. Developer"),and personally known to meto be the same person whose name is subscribed to the foregoing instrument,appeared before me this day in person and acknowledged tha t he signed, sealed anddelivered said instrument, pursuant to the authority given to him by theshareholders of the General Partner, an d the partners of the L.I.H.T.C., as his freeand voluntary act and as the free and voluntary act of the General Partner and theL.I.H.T.C. Developer, for the u se s and purposes therein set forth.

Given under my ha nd an d official seal thi s day of , 2005.

Notary Public


[Seal1


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1, ,a notary public in a nd for the said County, in theState aforesaid, do hereby certify tha t ,personally known tome to be the Commissioner of the Department of Planning andDevelopment of the City of Chicago (the "City"), and personally known to me to bethe sam e person whose name is subscribed to the foregoing instrument, appearedbefore me this day in person and acknowledged that she/he signed, sealed anddelivered said in s k m e n t pursuant to the authority given to her/him by the City,as her/h is free and voluntary act and a s the free and voluntary act of the City, forthe uses and purposes therein set forth.Given under my hand and official sea l thi s day of ,2005.

Notary Public


[(Sub)Exhibits "A7', "D", "F", L", "Nn an d "On referred to in thisWilson Yard Redevelopment Project Area RedevelopmentAgreement unavailable at time of printing.]

[(Sub)Exhibits "C-1" and "C-2" referred to in this Wilson YardRedevelopment Project Area Redevelopment Agreementconstitute Exhibit "A" to the ordinance and printedon pages 47481 through 47482 of this Journal.]

[(Sub)Exhibit "G-1" referred to in this Wilson Yard Redevelopment ProjectArea Redevelopment Agreement constitutes (Sub)Exhibits "C-1" through"C-5" -- (Sub)Exhibits "C-1" an d "C-2" printed on pages 47481through 47482; (Sub)Exhibits "C-3" and "C-4" printedon pages 47558 through 47559; and (Sub)Exhibit"C-5" printed on page 47560 of this Journal.]


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5/ 11/ 20 05 REPORTS OF COMMITTEES 475 57

[(Sub)Exhibit "G-2" referred to in this Wilson Yard RedevelopmentProject Area Redevelopment Agreement printed onpage 47593 of this Journal.]

(Sub)Exhibits "B", "C-3", "C-4", "E- I", "E-2", "E-3", "E-4,""H", "I", "J- ", " -2", " -3","K- l" , "K-2", "K-3","M7'nd "P" eferred to in this Wilson Yard Redevelopment ProjectArea Redevelopment Agreement read a s follows:

(Sub)Exhibit "B".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

T.I.F.-Funded Improvements.

Land AcquisitionEligible LegalSeniors BuildingRemediation1 Contaminated

Soils Haul-offRelocation -- AzusaDemolition Of Existing Aldian d AzusaAlley Parallel to Tracks andSunnyside ExtensionPaving OnlySurface Parking a s EnviroBarrierLandscape a nd Site Architect,Civil Engineer, Borings,Environmental Testing,GC Related to Enviro/DemoConstruction Period Interest


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Family Housing, L.I.H.T.C.Jo b Training

TOTAL:

Pay-As-You-Go (Cost Per Year For Year 1) $ 199,754Excess Parking Interest Acquisition($38,000 or 27.5% of post-tax grossrevenue)Retail, Office and Surface Parking

ls tMortgage Interes t (30%)Employment Training

(Sub)Exhibit "C-3".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Legal Description Of Montrose Property.

That pa rt of the west half of the northeast quart er of Section 17, Township 40North, Range 14, East of the Third Principal Meridian bounded and described a sfollows:

* Subject to verification.


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beginning at a point in th e westerly line of Broadway (formerly Evanston Avenue)475 feet sou theasterly from th e south line of Wilson Avenue; thence continuingsoutheas terly o n th e westerly line of Broadway, 225 feet; thence southwesterlyon a line perpendicular to the westerly line of Broadway, 95 feet; thencenorthwesterly on a line parallel with an d 95 feet southwester ly of an d measureda t right angles to the westerly line of Broadway, 200 feet; thence northeasterlyon a line perpendicular to the westerly line of Broadway, 25 feet; thencenorthwesterly on line parallel with the westerly line of Broadway, 2 5 feet; thencenortheas terly o n line perpendicular to th e westerly line of Broadway, 70 feet tothe place of beginning, in Cook County, Illinois.

Permanent Index Number:


Legal Description Of AZdi Property .

That part of the west half of the northeas t quar ter of Section 17 , Township 40North, Range 14 Ea st of th e Third Principal Meridian, bounded a nd described asfollows:beginning at a point on the westerly line of Broadway (originally known asEvanston Avenue) 70 0 feet southeasterly from the sou th line of Wilson Avenue,measured along the westerly line of Broadway; thence southwesterly on a lineperpendicular to th e westerly line of Broadway, 100 feet; thence southeaste rlyon a line parallel with an d 100 feet southwesterly of, measured a t right angles,to the westerly line of Broadway, 400 feet; thence northeasterly on a lineperpendicular to the westerly line of Broadway, 100 feet; thence northwesterlyon the westerly line of Broadway, 400 feet to the point of beginning, in CookCounty, Illinois.

Permanent Index Numbers:14-17-217-017-0000; and


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Depiction Of Excess Parking Property .


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(Sub)Exhibit "E-1 ".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

City N o t e N u m b e r 1 .

REGISTERED MAXIMUMAMOUNTNO. R-1 $13,834,871UNITED STATES OF AMERICASTATE OF ILLINOISCOUNTY OF COOKCITY OFCHICAGOTAX INCREMENT ALLOCATION REVENUENOTE (WILSON YARDREDEVELOPMENT PROJECT), TAXABLE SERIES ARegistered Owner: Wilson Yard Development I,LLC, an Illinois limitedliability companylnterest Rate: % per annum upon issuance ("Initial lnterestRate") [which shall not exceed the prime interest rateas reported in the Wall Street Journal on the date oneweek prior to issuance hereof plus 332.5basispoints]; then

% per annum commencing on the date ofissuance of the last to issue of the Phase ICertificateand Phase IICertificate (as defined in the hereinafterdefined Redevelopment Agreement) [the Initiallnterest Rate less 43 basis points]; thenthe interest rate on this Note shall be reset as of thefifth anniversary of the Closing Date (as defined in thehereinafter defined Redevelopment Agreement), andevery rate reset date thereafter to be that rate ofinterest per annum, which shall not exceed the lnitiallnterest Rate plus 257basis points, necessary to payinterest on the Construction Loan (as defined in thehereinafter defined Pledge Agreement) assumingplacement of the Construction Loan at the minimuminterest rate necessary for placement at par for thelongest term not to exceed five years; the date whichis the last day of such term shall be the next rate resetdate.

Maturity Date: December 31,2024


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KNOW ALL PERSONS BY THESE PRESENTS, that the City of Chicago, CookCounty, Illinois (the "w),ereby acknowledges itself to owe and for value receivedpromises to pay to the Registered Owner identified above, or registered assigns ashereinafter provided, on or before the Maturity Date identified above, but solely from thesources hereinafter identified, the principal amount of this Note from time to timeadvanced by the Registered Owner to pay costs of the Project (as hereafter defined) inaccordance with the ordinance hereinafter referred to up to the principal amount of$13,834,871 and to pay the Registered Owner interest on that amount at the lnterestRate per year specified above from the date of issuance.

This Note is one of a series of notes issued or to be issued in accordance withthat certain Redevelopment Agreement dated as of , 2005 between, inter alia, theCity and the Registered Owner (the "Redevelopment Agreement"), and this Note shallbe paid pan passu with the other City Notes (as defined in the RedevelopmentAgreement). This Note is also the subject of a' Pledge Agreement dated as of

, 2005 among, inter alia, the City, the Registered Owner and the RegisteredOwner's construction lender (the "Pledge Agreementn).

lnterest shall be computed on the basis of a 360day year of twelve 30-daymonths. lnterest is due March 1 of each year commencing in the first year following theissuance of the later to issue of the Phase I Certificate and the Phase II Certificate (butinterest shall be paid on March 1 of each year prior to that time and used in accordancewith the Pledge Agreement) until the earlier of Maturity or until this note is paid in full.Accrued but unpaid interest on this Note shall also accrue at the interest rate per yearuntil paid.

Principal of this Note shall be payable until the earlier of Maturity or until this Noteis paid in full in installments on March 1 of each year commencing March 1, 2011 in theamount necessary to amortize the outstanding principal balance of this Note in levelpayments over the remaining term to Maturity at the then current interest rate payable


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REPORTS OF COMMITEES

hereon. Payments shall first be applied to interest. The principal of and interest on thisNote are payable in lawful money of the United States of America, and shall be made tothe Registered Owner hereof as shown on the registration books of the City maintainedby the Comptroller of the City,as registrar and paying agent (the "Reaistrar"), at theclose of business on the fifteenth day of the month immediately prior to the applicablepayment, maturity or redemption date, and shall be paid by check or draft of theRegistrar, payable in lawful money of the United States of America, mailed to theaddress of such Registered Owner as it appears on such registration books or at suchother 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 payablesolely 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 shallnote on the Payment Record attached hereto the amount and the date of any paymentof 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 fromtime to time by the Registered Owner up to $13,834,871 for the purpose of paying thecosts of certain eligible redevelopment project costs incurred by Master Developer inconnection with the Phase I Improvements of the Project (as such terms are defined inthe Redevelopment Agreement) located in the Wilson Yard Project Area (the "ProiectArea") in the City, all in accordance with the Constitution and the laws of the State ofIllinois, and particularly the Tax Increment Allocation Redevelopment Act (65 ILCS 5111-74.4-1 et seq.) (the "TIF Act") , the Local Government Debt Reform Act (30 ILCS 35011etm.) nd an Ordinance adopted by the City Council of the City on June 27, 2001 (the"Ordinance"), in all respects as by law required.

The City has assigned and pledged certain rights, title and interest of the City inand to certain incremental ad valorem tax revenues from the Project Area which the Cityis entitled to receive pursuant to the TIF Act and the Ordinance, in order to pay the


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principal and interest of this Note. Reference is hereby made to the aforesaid Ordinanceand the Redevelopment Agreement for a description, among others, with respect to thedetermination, custody and application of said revenues, the nature and extent of suchsecurity with respect to this Note and the terms and conditions under which this Note isissued and secured. THlS NOTE IS A SPECIAL LIMITED OBLIGATION OF THECITY, AND IS PAYABLE SOLELY FROM AVAILABLE INCREMENTAL TAXES, ANDSHALL BE A VALID CLAIM OF THE REGISTERED OWNER HEREOF ONLYAGAINST SAID SOURCES. THlS NOTE SHALL NOT BE DEEMED TOCONSTITUTE AN INDEBTEDNESS OR A LOAN AGAINST THE GENERAL TAXINGPOWERS OR CREDIT OF THE CITY, WITHIN THE MEANING OF ANYCONSTITUTIONAL OR STATUTORY PROVISION. THE REGISTERED OWNER OFTHlS NOTE SHALL NOT HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THETAXING POWER OF THE CITY, THE STATE OF ILLINOIS OR ANY POLITICALSUBDIVISION THEREOF TO PAY THE PRINCIPAL OR INTEREST OF THIS NOTE.The principal of this Note is subject to redemption on any date on or after 545 daysfollowing the Closing Date (as defined in the Redevelopment Agreement), as a whole orin part, at a redemption price of 100% of the principal amount thereof being redeemed.There shall be no prepayment penalty. Notice of any such redemption shall be sent byregistered or certified mail not less than five (5) days nor more than sixty (60) days priorto the date fixed for redemption to the Registered Owner of this Note at the addressshown on the registration books of the City maintainedby the Registrar or at such otheraddress as is furnished in writing by such Registered Owner to the Registrar.

This Note is issued in fully registered form in the denomination of its outstandingprincipal amount. This Note may not be exchanged for a like aggregate principalamount of notes of other denominations.

This Note is transferable by the Registered Owner hereof in person or by itsattorney duly authorized in writing at the principal office of the Registrar in Chicago,


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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 ofauthorized denomination of the same maturity and for the same aggregate principalamount will be issued to the transferee in exchange herefor. The Registrar shall not berequired to transfer this Note during the period beginning at the close of business on thefifteenth day of the month immediately prior to the maturity date of this Note nor totransfer this Note after notice calling this Note or a portion hereof for redemption hasbeen mailed, nor during a period of five (5) days next preceding mailing of a notice ofredemption of this Note. Such transfer shall be in accordance with the form at the endof this Note.

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

Pursuant to the Redevelopment Agreement, the Registered Owner has agreed toacquire and construct the Phase I Improvements and to advance funds for theconstruction of certain facilities related to the Project on behalf of the City. The cost ofsuch acquisition and construction in an amount not to exceed $13,834,871 shall bedeemed to be a disbursement of the proceeds of this Note.

Pursuant to Section 15.01 and Section 15.02 of the Redevelopment Agreement,the City has reserved the right to suspend and/or terminate payments of principal and ofinterest on this Note upon the occurrence of certain conditions. Such rights shallsurvive any transfer of this Note. The City and the Registrar may deem and treat theRegistered Owner hereof as the absolute owner hereof for the purpose of receivingpayment of or on account of principal hereof and for all other purposes and neither theCity nor the Registrar shall be a

Wilson Yard Redevelopment Agreement, May, 2005, part 3 of 4

Documents

Transcript of Wilson Yard Redevelopment Agreement, May, 2005, part 3 of 4