city of chicago · zoning reclassification map nos. 11-5 and 11-g at 4400-4424 and 4401-4415 n...

City of Chicago

Office of the City Clerk

Document Tracking Sheet

O2020-3081

Meeting Date:

Sponsor(s):

Type:

Title:

Committee(s) Assignment:

6/17/2020

Misc. Transmittal

Ordinance

Zoning Reclassification Map Nos. 11-5 and 11-G at 4400-4424 and 4401-4415 N Clarendon Ave - 20429 Committee on Zoning, Landmarks and Building Standards

ORDINANCE

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

SECTION 1: That the Chicago Zoning Ordinance be amended by changing all the Residential-Business Planned Development Number 138, symbols and indications as shown on Map Number 11-F and 11-G in the area bounded by to include:

West Sunnyside Avenue; North Clarendon Avenue; a line approximately 176.96 feet north of and parallel to West Montrose Avenue; a line approximately 85.01 feet east of an parallel to North Clarendon Avenue; a line approximately 162.96 feet north of and parallel to West Montrose Avenue; a line approximately 136.61 feet east of and parallel to North Clarendon Avenue; West Montrose Avenue; the public alley next west of and parallel to North Clarendon Avenue; a line approximately 154.33 feet south of and parallel to West Agatite Avenue; a line approximately 472.54 feet west of and parallel to North Clarendon Avenue; West Agatite Avenue; the public alley next west of and parallel to North Clarendon Avenue,

to those of a Residential-Business Planned Development Number 138, as amended.

SECTION 2: This ordinance shall be in force and effect from and after its passage and due publication.

ADDRESS: 4400-24 and 4401-15 North Clarendon Avenue

EASTAl 736.37269.2

RESIDENTIAL-BUSINESS PLANNED DEVELOPMENT NUMBER 138, AS AMENDED PLANNED DEVELOPMENT STATEMENTS

1. The area delineated herein as Residential-Business Planned Development Number 138, as amended ("Planned Developmenl") consists of approximately 195,591 gross square feel (approximately 131,186 net square feet) of property which is depicted on the Planned Development Boundary/Sub-Area Map referenced below (the "Property"). For purposes ofthis Planned Development, the Property consists of three subareas, delineated on the Planned Development Boundary/Sub-Area Map. Montrose and Clarendon LLC is the applicant ("Applicant") for this amended Planned Development, and is the owner of subareas A and C, which are the subject of this amended Planned Development.

2. The requirements, obligations and conditions contained within this Planned Development shall be binding upon the Applicant, its successors and assigns and, if different than the Applicanl, the legal titleholders and any ground lessors. All rights granted hereunder to the Applicant shall inure to the benefit of the Applicant's successors and assigns and, if different than the Applicant, the legal titleholder and any ground lessors. Furthermore, pursuant to the requirements of Section 17-8-0400 of the Chicago Municipal Code ("Municipal Code"), the Property, at the time of application for amendments, modifications or changes (administrative, legislative or otherwise) to this Planned Development are made, shall be under single ownership or designated control. Single designated control is defined in Section 17-8-0400 of the Municipal Code.

3. All applicable official reviews, approvals or permits are required to be obtained by the Applicant or its successors, assignees or grantees. Any dedication or vacation of streets or alleys or grants of easements or any adjustment of the right-of-way shall require a separate submittal to the Department of Transportation ("CDOT") on behalf of the Applicant or its successors, assigns or grantees. Any requests for grants of privilege, or any items encroaching on the public way, shall be in compliance with the Plans. Ingress or egress shall be pursuant to the Plans and may be subject to the review and approval of the Department of Planning and Development ("DPD") and CDOT. Closure of all or any public street or alley during demolition or construction shall be subject to the review and approval of CDOT. All work proposed in the public way must be designed and constructed in accordance with the CDOT Construction Standards for Work in the Public Way and in compliance with the Municipal Code. Prior to the issuance of any Part II Approval, the submitted plans must be approved by CDOT.

4. This plan of development consists of these seventeen (17) Statements, a Bulk Regulations and Data Table, a Subarea A Affordable Housing Profile Form, a Subarea B Affordable Housing Profile Form, the Administrative Approvals (defined below) and the following exhibits prepared by Hartshorne Plunkard Architecture (collectively, the "Plans"), all of which are incorporated herein and made a part hereof by this reference:

a. Existing Aerial Map b. Existing Land-Use Map c. Existing Zoning Map

Applicant: Montrose and Clarendon LLC Address: 4400-24 and 4401-15 North Clarendon Avenue Introduced: June 17, 2020 Plan Commission: TBD

1£AST\54981994. 6 1

d. Planned Development Boundary/Sub-Area Map c. Overall Site/Landscape Plan f Subarea A Site Plan g. Subarea A Landscape Plan h. Subarea B Site Plan i. Subarea B Landscape Plan j . Subarea B Interim Site/Landscape Plan k. Subarea C Site Plan 1. Subarea C Landscape Plan m. Subarea A Green Roof Plan n. Subarea B Green Roof Plan 0. Subarea C Green Roof Plan p. Subarea A 4th Floor Plan q. Subarea A Typical Floor Plan r. Subarea B Typical Floor Plan s. Subarea A East Elevation 1. Subarea A North Elevation u. Subarea A South Elevation V. Subarea A West Elevation w. Subarea B East and West Elevations x. Subarea B North and South Elevations y. Subarea C Elevations

Full-sized copies of the Site/Landscape Plans and Building Elevations are on file with the Department of Planning and Development. The Subarea A Affordable Housing Profile Form, Subarea B Affordable Housing Profile Form, and the Plans are not attached hereto, but are on file with the Department of Planning and Development.

The following minor change and site plan approval letters are hereby incorporated by reference and made part of this Planned Development (collectively, the "Administrative Approvals"):

aa. Minor Change Approval to Mariah DiGrino dated July 3, 2019 bb. Administrative Relief to Daniel Retzner dated October 27, 2017 cc. Administrative Relief to Mariah DiGrino dated October 21, 2016

In any instance where a provision of this Planned Development conflicts with the Chicago Building Code, the Building Code shall control. This Planned Development conforms to the intent and purpose of the Municipal Code, and all requirements thereof, and satisfies the established criteria for approval as a Planned Development. In case of a conflict between the terms of this Planned Development Ordinance and the Municipal Code, this Planned Development Ordinance shall control.

5. The following uses are permitted within the Planned Development:


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Subarea A: dwelling units located at or above the ground floor (multi-unit residential and townhouse); cultural exhibits and libraries; day care; lodge or private club; community centers; recreation buildings and similar assembly use; postal service; religious assembly; school; animal services (sales and grooming and veterinary clinic); artist work or sales space; business equipment sales and service; business support services; communication ser\'ice establishments; eating and drinking establishments; entertainment and spectator sports (indoor special event including incidental liquor sales and small venues (1-149 occupancy)); banks; food and beverage retail sales (liquor sales as package goods and accessory use); medical service; office; personal service; dry cleaning (drop-off or pick-up); coin-operated laundromat; retail sales (general); sports and recreation (participant, indoor, physical fitness center, children's play center); valuable objects dealer; catering & shared kitchen; laundry/dry cleaning plant (maximum 2 employees); wireless communication facilities (co-located); accessory parking; non-accessory parking; and, accessory and related uses.

Subarea B: dwelling units located at or above the ground floor (multi-unit residential); accessory parking; construction staging directly related to the provision of the improvements proposed for Subareas A and C; and, accessory and related uses.

Subarea C: colleges and universities; cultural exhibits and libraries; day care; lodge or private club; community centers, recreation buildings, and similar assembly use; postal service; religious assembly; school; animal services (sales and grooming and veterinary clinic); artist work or sales space; business equipment sales and service; business support services; communication service establishments; eating and drinking establishments; entertainment and spectator sports (indoor special event including incidental liquor sales and small venues (1-149 occupancy)); banks; food and beverage retail sales (liquor sales as package goods and accessory use); medical service; office; personal service; dry cleaning (drop-off or pick-up); coin-operated laundromat; retail sales (general); sports and recreation (participant, outdoor, indoor, physical fitness center, children's play center); valuable objects dealer; catering & shared kitchen; laundry/dry cleaning plant (maximum 2 employees); wireless communication facilities (co-located); accessory parking; and, accessory and related uses.

6. Subsequent to the completion of construction or the provision of the improvements proposed for Subareas A and C and prior to the issuance of the final Certificate of Occupancy for the improvements proposed in Subarea A, either of the following conditions must be fiilfilled: (i) Part 11 Review, pursuant to Section 17-13-0610 of the Municipal Code, for the improvements proposed for Subarea B, as described in Planned Development Statement 5 and the exhibits associated with this Planned Development, must have commenced; or, (ii) the improvements depicted in the Subarea B Interim Site/Landscape Plan, as described in the exhibits associated with this Planned Development, must be completely installed or otherwise provided by the following June 1 st, i f such Certificate of Occupancy for Subarea A is requested at such a time when seasonal weather conditions would not allow completion of the Subarea B Interim Site/Landscape Plan.


r.AST\54981994. 6 3

7. On-premise signs and temporary signs, such as construction and marketing signs, shall be permitted within the Planned Development, subject to the review and approval of DPD. Oft-Premisc signs are prohibited within the boundary of the Planned Development.

8. For purposes of height measurement, the definitions in the Municipal Code shall apply. The height of any building shall also be subject to height limitations, if any, established by the Federal Aviation Administration.

9. The maximum permitted Floor Area Ratio ("FAR") for the site shall be in accordance with the attached Bulk Regulations and Data Table. For the purposes of FAR calculations and measurements, the definitions in the Municipal Code shall apply. The permitted FAR identified in the Bulk Regulations Table has been determined using a Net Site Area of 131,186 square feet.

10. Upon review and determination. Part I I Review, pursuant to Section 17-13-0610 ofthe Municipal Code, a Part II Review fee shall be assessed by DPD. The fee, as detennined by staff at the time in accordance with the Municipal Code, is final and binding on the Applicant and must be paid to the Department of Revenue prior fo the issuance of any Part I I Approval.

11. The Site and Landscape Plans shall be in substantial conformance with the Landscape Ordinance and any other corresponding regulations and guidelines, including Section 17-13-0800 of the Municipal Code. Final landscape plan review and approval will be by DPD. Ahy interim reviews associated wilh site plan review or Part I I Reviews, are conditional until final Part I I Approval.

12. The Applicant shall comply with Rules and Regulations for the Maintenance of Stockpiles promulgated by the Commissioners of the Departments of Streets and Sanitation, Information and Assets, and Buildings, under Section 13-32-125 of the Municipal Code, or any other provision of that Code.

13. The terms and conditions of development under this Planned Development ordinance may be modified administratively, pursuant to Section 17-13-0611-A of the Municipal Code by the Zoning Administrator upon the application for such a modification by the Applicant, its successors and assigns and the legal titleholders and any ground lessors.

14. The Applicant acknowledges that it is in the public interest to design, construct and maintain the project in a manner which promotes, enables and maximizes universal access throughout the Property. Plans for all buildings and improvements on the Property shall be reviewed and approved by the Mayor's Olfice for People with Disabilities to ensure compliance with all applicable laws and regulations related to access for persons with disabilities and to promote the highest standard of accessibility.

15. The Applicant acknowledges lhat it is in the public interest to design, construct, renovate and maintain all buildings in a manner that provides healthier indoor environments, reduces operating costs and conserves energy and natural resources. The Planned Development will be


EASTC498I994. 6 4

LEED certified (Leadership in Energy and Environmental Design) and include a green roof over at least 50 percent ofthe Net Roof Area; provided, however, that if any portion of this Planned Development receives tax increment financing, such portion shall be LEED certified and include a green roof over 100 percent of the Net Roof Area of that portion.

16. The Applicant acknowledges and agrees that the rezoning the Property from Institutional Planned Development 138 and RM5 (Residential Muhi-Unit Districl) lo, first, the B3-5 (Community Shopping District), then back to Planned Development 138, for construction of this Planned Development triggers the requirements of Section 2-45-110 of the Municipal Code (the 2007 Affordable Requirements Ordinance or "ARO"). Any developer of a "residential housing project" within the meaning ofthe ARO must: (i) set aside 10 percent of the housing units in the residential housing project as affordable units ("Affordable Units") if the developer receives city land or zoning assistance, or 20 percent if the developer receives financial assistance, such as tax increment financing ("TIF"); (ii) pay a fee in lieu of the development ofthe Affordable Units; or (iii) any combination of (i) and (ii). The foregoing compliance options are referred to herein as Option (i). Option (ii), and Option (iii).

In Subarea A, the Applicant intends to construct a total of 381 dwelling units and has filed an application for TIF for the project. I f the Applicant receives TIF fimds, the Subarea A project will require 77 Affordable Units (20 percent x 381 = 76.2, rounded up = 77) under Option (i), or an in lieu fee ("Cash Payment") in the amount of $7,700,000 (77 x $100,000) under Option (ii), or a combination under Option (iii). I f the Applicant does not receive TIF fimds, the Subarea A project will require 39 Affordable Units (10 percent x 381 = 38.1, rounded up = 39) under Option (i), or a Cash Payment in the amount of $3,900,000 (39 x $100,000) under Option (ii), or a combination under Option (iii). The Applicant has elected to comply with the ARO in Subarea A through a combination under Option (iii), as described below and in the Affordable Housing Profile Form for Subarea A, referenced in Statement 4 above. First, the Applicant will provide 20 Affordable Units in Subarea A, regardless of whether the project receives TIF fimds. I f the Applicant receives TIF fimds, 10 of the 20 Affordable Units will be affordable to households eaming no more than 50 percent of the Chicago Primary Metropolitan Statistical Area Median Income ("AMI") and the other 10 will be affordable to households eaming no more than 60 percent of AMI. I f the project does not receive TIF funds, all 20 Affordable Units will be affordable to households earning no more than 60 percent of AMI. Second, the Applicant will satisfy its remaining ARO obligation by making a Cash Payment in the amount of $5,700,000 (77 required Affordable Units - 20 provided Affordable Units = 57 x $100,000) if the Applicant receives TIF fiinds, or $1,900,000 (39 required Affordable Units - 20 provided Affordable Units = 19 X $ 100,000) i f it does not.

In Subarea B, the Applicant intends to constmct a total of 250 dwelling units without any TIF or other financial assistance from the city, and has elected to comply with the ARO by making a Cash Payment in the amount of $2,500,000 (250 dwelling units x 10 percent - 25 required Affordable Units x $100,000 per unit), as set forth in the Affordable Housing Profile Form for Subarea B referenced in Statement 4 above.

Applicant: Montrose and Clarendon LLC Address: 4400-24 and 4401 -15 North Clarendon Avenue Introduced: June 17, 2020 Plan Commission: TBD

F.AST\549K1994. 6 5

At the time of each Part II Review for Subarea A or Subarea B, Applicant may update and resubmit the applicable Affordable Housing Profile Form to DPD for review and approval. If the Applicant subsequently reduces or increases the number of dwelling units in either subarea, DPD may adjust the requirements of this. Statement 16 (i.e., number of required Affordable Units and/or amount of Cash Payment) accordingly without amending the Planned Development. Prior to the issuance of any building permits within Subarea A or Subarea B, including, without limitation, excavation or foundation permits, the Applicant must make the required Cash Payment. The Applicant intends to develop Subarea A and Subarea B as separate projects in phases, and the Cash Payment for each subarea shall be calculated separately and paid al the time building permits are sought for the applicable subarea. In the case of Subarea A, where the Applicant is providing Affordable Units, the Applicant must also execute and record an affordable housing agreement in accordance with Section 2-45-110(i)(2) of the Municipal Code prior to the issuance ofany building permits for Subarea A. The terms of the affordable housing agreement and any amendments thereto are incorporated herein by this reference. The Applicant acknowledges and agrees that the affordable housing agreement will be recorded against Subarea A, or the applicable portions thereof, and will constitute a lien against such property. The commissioner of DPD may enforce remedies for any breach of this Statement 16, including any breach ofany affordable housing agreement, and enter into settlement agreements with respect to any such breach, subject to the approval of the Corporation Counsel, without amending the Planned Development.

17. This Planned Development shall be governed by Section 17-13-0612 ofthe Municipal Code. Should this Planned Development ordinance lapse, the commissioner of DPD shall initiate a zoning map amendment to rezone the Property to the B3-5 (Community Shopping District).

Applicant: Montrose and Clarendon LLC Address: 4400-24 and 4401 -15 North Clarendon A venue Introduced: June 17, 2020 Plan Commission: TBD

I;AST\.M981994. 6

RESIDENTIAL-BUSINESS PLANNED DEVELOPMENT NO. 138 BULK REGULATIONS AND DATA TABLE

Gross Sile Area, 195,591 square feet = Net Site Area, 131,186 square feet-(-Area Remaining in Public Way, 64,405 square feet

Net Site Area (sf) 131,186

Sub-Area 'A' 85,160 Sub-Area 'B' 31,608 Sub-Area ' C 14,419

Maximum Floor Area Ratio (FAR) 5.0

Sub-Area 'A' 5.08 Sub-Area 'B' 6.87 Sub-Area ' C 0.43

Maximum Floor Area (sf) 655,930

Sub-Area 'A' 432,448 Sub-Area 'B' 217,282 Sub-Area ' C 6,200

Maximum Number of Dwelling Units 631'

Sub-Area 'A' Sub-Area 'B' Sub-Area ' C 381

250 0

Maximum Commercial Floor Area 36,200 (net rentable si)

Sub-Area 'A' 30,000 Sub-Area 'B' 0 Sub-Area ' C 6,200

Maximum Site Coverage Per Site Plans

' Up to 37% of the total number of dwelling units may be efficiency units. Minimum Lot Area (MLA) per dwelling unit shall be calculated based on the overall net site area.

Applicant: Address: Introduced: Plan Commission:

Montrose and Clarendon LLC 4400-24 and 4401-15 North Clarendon Avenue June 17, 2020 TBD

r.AST\54981994. 6

Minimum Building Setbacks Per Site Plan



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Minimum Number of Off-Street 446 Parking Spaces

Sub-Area 'A' 275 Sub-Area 'B' 160 Sub-Area ' C 11

Minimum Number of Off-Street 1-I0'x50'; 1 - 10'x30'; and 4-Loading Berths 10'x25'

Sub-Area 'A' 1-I0'x50'; 1 - ]0'x30';and 2-]0'x25'

Sub-Area 'B' 1-I0'x25' Sub-Area ' C 1-I0'x25'

Maximum Building Height (feet)

Sub-Area 'A' 284' Sub-Area 'B' 157' Sub-Area ' C 20'



F.ASTV54981994. 6

CITYOF CHICAGO

APPLICATION FOR AN AMENDMENT TO THE CHICAGO ZONING ORDINANCE

1. ADDRltSS of the property Applicant is seeking to rezone:

4400-4424 and 4401-4415 North Clarendon Avenue

2. Ward Number that property is located in: 46th Ward

3. APPLICANT Montrose and Clarendon LLC

ADDRESS c/o The Harlem Irving Companies, Inc., 4104 North Harlem Avenue

CITY Norridge STATE J L ZIP CODE 60706

PHONE (773) 625-3036 EMAIL gfix(a),harlcmirving.com

CONTACT PERSON Greg Fix

Is the applicant the owner of the property? YES X NO If the applicant is not the owner of the property, please provide the following information regarding the owner and attach written authorization from the owner allowing the applicant to proceed.

OWNER

ADDRESS

CITY STATE ZIP CODE

PHONE EMAIL CONTACT PERSON

5. If the Applicant/Owner of the property has obtained a lawyer as their representative for the rezoning, please provide the following information:

ATTORNEY Mariah DiGrino - DLA Piper LLP (US)

ADDRESS 444 West Lake Street. Ste. 900 CITY Chicago

PHONTE 312-368-7261 FAX 312-251-5833

EASTM 73637269.2

6. If the applicant is a corporation please provide the names of all shareholders as disclosed on the Economic Disclosure Statements:

See Economic Disclosure Statements filed with this Application.

7. On what date did the owner acquire legal title to the subject property? 2016

8. Has the present owner previously rezoned this property? If yes, when?

Yes; In 2016, the propertv was rezoned to Residential-Business Planned Development

No. 138. \

Present Zoning District Residential-Business Planned Development

9. No. 138.

Proposed Zoning District Residential-Business Planned Development

No. 138, as amended

10. Lot size in square feet (or dimensions) 99.579 square feel

11. Current Use of the Propertv mixed use residential and commercial

12. Reason for rezoning the property Amendment to existing Planned Development to allow for additional uses in Subareas A and C that are ordinarily allowed in the underlying B3-5 district.

13. Describe the proposed use of the property after the rezoning. Indicate the number of dwelling units; number of parking spaces; approximate square footage of any commercial space; and height of the proposed building. (BE SPECIFIC)

The Applicant seeks an amendment to the PD to incorporate additional nonresidential uses that would ordinarily be allowed in the underlying B3-5 zoning district, to facilitate occupancy of the ground level commercial spaces.

14. The Affordable Requirements Ordinance (ARO) that requires on-site affordable housing units and/or a financial contribution for residential housing projects with ten or more units that receive a zoning change which, among other triggers, increases the allowable floor area, or, for existing Planned Developments, increases the number of units (sec attached fact sheet or visit www.citvofchicago.org/ARO for more information). Is this project subject to the ARO?

YES NO X

EA.ST\173637269.2

COUNTY OF COOK STATE OF ILLINOIS

Ij^'!e>*^, /} • (y^i^fc W, authorized signatory of MONTROSE AND CLARENDON L L C , being first duly sworn on oalh, states tliat all of the above statements and the statements conlained in tbe documents submitted herewith are true and correct.

Subscribed and Swom to before me this / . < ^ a y of . 2020.

Signature of Applicant

Notary ^jJblic

"OFFICIAL SEAL" BRIDGET E TORRES

Notary Public, State of Illinois Commission Expires 3/24/2022

< N(

For Office Use Only

Date of Introduction:,

File Number:

Ward:

EASP.l 73637269.1

DLA PIPER

DLA Piper LLP (us) 444 West Lake Street Suite 900 Chicago, Illinois 60606-0089 www.diapiper com

Mariah DiGrino [email protected] T 312.368 7261 F 312,251.5833

June 10, 2020

The Honorable Tom Tunney, Chairman City of Chicago Committee on Zoning Room 304, City Hall 121 North LaSalle Street Chicago, Illinois 60602

Re: Application for Amendment to Residential-Business Planned Development No. 138 Montrose and Clarendon, L L C .

Dear Chairman Tunney;

The undersigned, Mariah DiGrino, an attomey with the law firm of DIA Piper LLP (US), which fimn represents IWontrose and Clarendon, LLC, the applicant for an amendment to the Chicago Zoning Ordinance to amend Residential-Business Planned Development No. 138, certifies that she has complied with the requirements for Section 17-13-0107 of the Chicago Zoning Ordinance by sending written notice to such property owners who appear to be the owners of the property within the subject area not solely owned by the applicant, and to the owners of all property within 250 feet of each direction of the lot line of the subject property, exclusive of public roads, streets, alleys and other public ways. Said written notice was sent by First Class U.S. Mail, no more than 30 days before filing the application.

The undersigned certifies that the notice contained the address of the property sought to be rezoned; a statement of the intended use of the property; the name and address of the applicant; the name and address of the owner; a statement that the applicant intends to file the appiication for change in zoning on approximatelyjune 102020 and a source for additional infonnnation on the application.

The undersigned certifies that she has made a bona fide effort to determine the addresses of the parties to be notified under Section 17-13-0107 of the Chicago Zoning Ordinance, and that the accompanying list of names and addresses of surrounding property owners within 250 feet of the subject site Is a complete list containing the names and addresses of the people required to be served.

Very truly yours,

DLA Piper LLP (US)

Mariah DiGrino

Subscribed and sworn to before me This N C ^ a v of June, 2020.

EASTM 73646941.2

BETH HARRINGTON Official Seal

Sotary Putjiic - State of Illinois •My Commission Expires Dec 21, 2021 m mi m m-i mf-m im m m m-

DLA PIPER

DLA Piper LLP (US) -444 West Lake Street Suite 900 Chicago, Illinois 60606-0089 www diapiper com

Mariah DiGnno mariah digrino@us diapiper com T 312 368 7261 F 312 251 5833

June 10, 2020

F/f?Sr CLASS MAIL

Dear Sir or Madam:

As required by Section 17-13-0107 of the Municipal Code of the City of Chicago, please be Informed that on or aboutJune 10 2020, the undersigned, on behalf of Montrose and Clarendon, LLC (the "Applicant"), Intends to file an application to rezone the property located at 4400-4424 and 4401-4415 North Clarendon Avenue in Chicago, Illinois (the "Property") in the Residential-Business Planned Development No. 138, as amended to Residential-Business Planned Development No. 138. A boundary description of the Property Is set forth on the reverse side of this letter.

The Property Is currently utilized for commercial and residential uses. The application seet<s approval to allow for additional non-residential uses that would ordinarily be allowed In the underiying B3-5 zoning district to allow for the establishment of a veterinary clinic and other non-residential uses In the retail/commercial spaces at the base of the building In Subarea A and In the building in Subarea C.

Please note that the Applicant Is not seeking to rezone or purchase your property. You are receiving this notice as required by the Chicago Municipal Code because the assessor's tax records Indicate that you own property within 250 feet of the Property.

I am an authorized representative of the Applicant and my address Is 444 West Lake Street, Suite 900, Chicago, IL-60606. The Applicant, Montrose Clarendon, LLC, Is located at c/o The Hariem Irving Companies, Inc., 4104 N. Harlem Ave., Norridge, Illinois 60706.

Please contact me at 312-368-7261 or my colleague Liz Butler at (312) 368-4092 with questions.

Very truly yours,

DLA Piper LLP (US)

Mariah DiGrino

EASTM 73646913 2

DLA PIPER

June 10, 2020 Page Two

EXHIBIT A

BOUNDARY DESCRIPTION OF THE PROPERTY

WEST SUNNYSIDE AVENUE; NORTH CLARENDON AVENUE; A LINE APPROXIMATELY 176.96 FEET NORTH OF AND PARALLEL TO'WEST MONTROSE AVENUE; A LINE APPROXIMATELY 85.01 FEET EAST OF AN PARALLEL TO NORTH CLARENDON AVENUE; A LINE APPROXIMATELY 162.96 FEET NORTH OF AND PARALLEL TO WEST MONTROSE AVENUE; A LINE APPROXIMATELY 136.61 FEET EAST OF AND PARALLEL TO NORTH CLARENDON AVENUE; WEST MONTROSE AVENUE; THE PUBLIC ALLEY NEXT WEST OF AND PARALLEL TO NORTH CLARENDON AVENUE; A LINE APPROXIMATELY 154.33 FEET SOUTH OF AND PARALLEL TO WEST AGATITE AVENUE; A LINE APPROXIMATELY 472.54 FEET WEST OF AND PARALLEL TO NORTH CLARENDON AVENUE; WEST AGATITE AVENUE; THE PUBLIC ALLEY NEXT WEST OF AND PARALLEL TO NORTH CLARENDON AVENUE

EAST\173646913.2

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT

SECTION I - GENERAL INFORMATION

A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ ifapplicable:

Montrose and Clarendon Holdings, LLC

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is: 1. [ ] the Applicant

OR 2. [x ] a legal entity currently holding, or anticipated to hold within six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal n a m e : Montrose and Clarendon, LLC ^

OR 3. [ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1))

State the legal name of the entity in which the Disclosing Party holds a right of control:

B . Business address o f t h e D i sc lo s ing Party: c/o The Hadem Irving Companies. Inc.

4104 N. Harlem Ave., Norridge, IL 60706

C. Telephone: (773) 625-3036 Fax: (773) 625-0056 ' E m a i l : [email protected]

D . N a m e o f contact per.son: Lawrence A. Gerlach

E. Federal Employer Identification No. (if you have one):

F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, i f applicable):

Amendment to Planned Development No. 138 for property located at 4400-24 and 4401-15 Nortti Clarendon Avenue

G. W h i c h C i t y agency or department is requesting this EDS? Department of Planning and Development

I f the Matter is a contract being handled by the City's Department of Procurement Ser\'ices, please complete the following:

Specification # . and Contract #

Ver.2018-1 PagcloflS

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY

1. Indicate the nature of the Disclosing Party: ] Person [x] Limited liability company ] Publicly registered business corporation [ ] Limited liability partnership ] Privately held business corporation [ ] Joint venture ] Sole proprietorship [ ] Not-for-profit corporation ] General partnership (Is the not-for-profit corporation also a 501(c)(3))? ] Limited partnership [ ] Yes [ ] No ] Trust [ ] Other (j lease specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, ifapplicable:

Delaware

3. For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

I

[ ] Yes [x] No [ ] Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, i f any, which are legal entities (if there are no such members, wi'ite "no members which are legal entities"); (iii) for trusts, estates or other similar entitles, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.

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

Name Title See attached Schedule A

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

Ver.2018-1 Pa£;e2ofl5

limited liability company, or interest ofa beneficiary ofa trust, estate or olher similar entity. If none, state "None."

NOTE; Each legal entity listed below may be required to submit an l]DS on its own behalf

Name Business Address Percentage Interest in the Applicant See attached Schedule B

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

Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? [ ] Yes [x] No

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

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

Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code ofChicago ("MCC")) in the Disclosing Party?

[ JYes [x]No

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

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

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

Vcr.2018-1 Page 3 of 15

Name (indicate whether Business Relalionship to Disclosing Party Pecs (indicate whether retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE: to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

not an acceptable response.

(Add sheets if necessary)

[x ] Check here ifthc Disclosing Party has not retained, nor expects to retain, any such persons or entities.

SECTION V - CERTIFICATIONS

A. COURT-ORDERED CHILD SUPPORT COMPLIANCE

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

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes [ ] No [x] No person directly or indirectly owns 10% or more of the Disclosing Party.

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

[ ] Yes [ ] No

B. FURTHER CERTIFICATIONS

1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the perfomiance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they, can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

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3. The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section li(B)(l) of this EDS:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of govemment;

b. have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;

c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;

d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including acfions conceming environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

4. The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Govemmental Ethics).

5. Certificafions (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or enfity). Indicia ofcontrol include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local govemment, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Enfity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

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Neither the Disclosing Party, nor any Contraclor, nor any Affiliaied Enlily of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before lhe date ol'this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

a. bribed or attempted to bribe, or been convicied or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthe City, the Stale oflllinois, or any agency ofthe federal government or of any state or local govemment in the United States of America, in that officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospecfive bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or

d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.

7. Neither the Disclosing Party nor any Affiliated Enfity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entifies will not use, nor pemiit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such

Ver.2018-1 Page 6 of 15

contractor/subcontractor lhat does not provide such certifications or that the A]:)plicanl has reason to believe has not provided or cannot provide truthful certifications.

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

None

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

12. To the best of the Disclosing Party's knowledge after reasonable inquir>', the following is a complele list of all current employees ofthe Disclosing Party who were, at any fime during the 12-month period preceding the date ofthis EDS, an employee, or clecled or appointed official, of the City ofChicago (if none, indicate with "N/A" or "none").

None.

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

None.

C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION

1. The Disclosing Party certifies that the Disclosing Party (check one)

[ ] is [x ] is not

a "financial institution" as defined in MCC Secfion 2-32-455(b).

2. I f the Disclosing Party IS a fmancial institution, then the Disclosing Party pledges:

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

Ver.2018-1 Page 7 of 15

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

NA ;

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

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.

1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes [x] No

NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.

2. LInless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

[ ] Yes [x] No

3. I f you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest

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

Ver.2018-1 Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

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

_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Di.sc]osing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

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

SECTION VI ~ CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

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

A. CERTIFICATION REGARDING LOBBYING

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

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

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

ofa member of Congress, in connection with the award ofany federally funded conlract, making any federally funded grant or loan, cnlcring into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded conlract, grant, loan, or cooperative agreement.

3. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.

4. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activifies," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certificafions equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

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

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

If "Yes," answer the three questions below:

1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)

[JYes [JNo

2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

[ J Yes [ J No [ J Reports not required

3. Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?

[ ] Yes [ ] No

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

Ver.2018-1 PagelOoflS

SECTION v n - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:

A. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matter. The Disclosing Parly underslands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.

B. The City's Govemmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transacfions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

C. I f the City determines that any infomiation provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages. .

D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any infomiation submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the infonnafion provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

Ver.2018-1 Page 11 of 15

[signature page to EDS]

CERTIFICATION

Under penalty ofperjury, the person signing below; (1) warrants lhal he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, (2) warranis that all certifications and .statements contained in this EDS. and all applicable Appendices, arc true, accurate and complete as ofthe dale furnished to the City; and (3) being apprised ofthe form of alternative oath and acknowledges same, thai submission ofthe EDS fbrm shall constitute making the oath associated vvith notarization.

Date:

Montrose and Clarendon Holdings, LLC, a Delaware limiled liability company

Jame: Lawrence A. Gerlach Title: Authorized Signatory

CITY OF CHICAGO ECONOMIC DISCLOSURE STA 1 EMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH E L E C T E D CITY OFFICIALS AND DEPARTMENT HEADS

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

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

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

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

[ J Yes [xJ No

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

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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

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

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

[ J Yes [x] No

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

[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Pace 14 of 15


APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

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

On behalf of an Applicant that is a contraclor pursuant to MCC Section 2-92-385, I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibifions.

[ JYes

[ JNo

[xJ N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.

This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l).

I f you checked "no" to the above, please explain.

Vcr.2018-1 Pace 15 of 15

Schedule A Response to EDS Section II.B.I Montrose and Clarendon, LLC

BJe

Sole Member of the Applicant

Managing Member of Montrose and Clarendon Holdings, LLC

Sole Member of PR III Montrose Development, LLC

Sole Member of PRISA III Investments, LLC

General Partner of PRISA III REIT Operating LP

Manager of PRISA III OP GP, LLC

General Partner of PRISA III Fund LP

Sole Member of PRISA III Fund GP, LLC

Name


PR III Montrose Development, LLC

PRISA III Investments, LLC

PRISA III REIT Operating LP

PRISA III OP GP, LLC

PRISA III Fund LP

PRISA III Fund GP, LLC

PRISA 111 Fund PIM, LLC

PGIM, Inc. Sole Member of PRISA III Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure-Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]

Executive Officers and Directors of Disclosing Parties: None

EASTM 74160669.

Schedule B Response to EDS Section II.B.2

Schedule of Ownership Interests - Montrose and Clarendon. LLC

Eiititv/lndividiial Business .Address Ownership Interest Montrose and Clarendon Holdings, LLC

c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave. N'orridge, IL 60706

100% (Direct)

Montrose Clarendon Partners LLC

c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave. Non-idge, IL 60706

15% (Indirect)

PR 111 Montrose Development, LLC

c/o PGIM Real Estate 7 Giralda Farms Madison. NJ 07490

85% (Indirect)

PRISA 111 Investments, LLC c/o PGIM Real Estate 7 Giralda Farms Madison, .NJ 074S)0

85% (Indirect)


c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

85% (Indirect)

PRISA 111 Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)

PRISA III Fund LP c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)

State Board of Administration of Florida

1801 Hermitage Blvd., Suite 100 Tallahassee, FL 32308

9.99% (Indirect)

'State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

EASIM 74160669.1

CITY OE CHICAGO ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT



Montrose and Clarendon, LLC


Indicate whether the Disclosing Party submitting this EDS is: 1. [xJ the Applicant

OR 2. [ J a legal entity currently holding, or anticipated to hold within six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name:

OR 3. [ J a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1))


B . Business address o f the D i sc lo s ing Party: c/o The Harlem Irving Companies, Inc.

4104 N. Harlem Ave., Norridge, IL 60706

C Telephone" ^ " ^ Fax- ('^''3)625-0056 E m a i k [email protected]

_ T, T r Lawrence A Gerlach

D. Name oi contact person:



Amendment to Planned Development No. 138 for property located at 4400-24 and 4401-15 North Clarendon Avenue

G. W h i c h C i t y agency or department is request ing this EDS? Department of Planning and Development

If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #

Ver.2018-1 Pa^e 1 of 15

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS


I . Indicate the nature of the Disclosing Parly: J Person [xJ Limited liability company J Publicly registered business coiporation [ J Limited liability partnership J Privately held business corporation [ ] Joint venture J Sole proprietorship [ J Not-for-profit corporation J General partnership (Is the not-for-profit corporation also a 501(c)(3))? J Limited partnership [ J Yes [ J No J Trust [ J Other (please specify)

2. For legal entities, the state (or foreign country) of incoiporation or organization, ifapplicable:

Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Ilhnois as a foreign entity?

[xJ Yes [ J No [ J Organized in Illinois


1. List below the full names and titles, i f applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

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


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

Ver.2018-1 Pa"e2ofl5

limited liabilily company, or interest ofa benetlciary ofa trust, estate or other similar entity. If none, stale "None."

NOTE; Each legal entity listed below may be required to submit an EDS on its own behalf.


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

Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? [ J Yes [xJ No

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

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

Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code ofChicago ("MCC")) in the Disclosing Party?

[ JYes [xJNo

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

SECTION IV ~ DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

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

Ver.2018-1 Page 3 of L5

Name (indicate whether retained or anticipated to be retained)

DLA Piper LLP (US) - retained

Business Relationship lo Disclosing Party Address (subcontractor, attorney,

lobbyist, etc.)

444 W Lake St , Suite 900 -G-hteag©Ht-6O606

Attorney

Fees (indicate whether paid or estimated.) NOTE: "hourly rale" or "t.b.d." is

nol an acceptable response. $15,000 (est.)


[ J Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.

SECTION V -- CERTIFICATIONS


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


[ J Yes [ J No [x J No person directly or indirectly owns 10% or more of the Disclosing Party.

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

[JYes [ JNo


1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.J In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) belowj has engaged, in connection with the perfonnance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the pa>anent ofany fine, fee, tax or other source of indebtedness owed to the City ofChicago, including, but nol limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

Ver.2018-1 Pace 4 of 15

3. The Disclosing Party and, iflhe Disclosing Party is a legal entity, all of those persons or entities idenlified in Section ll(B)(l) ofthis EDS:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;

b. have not, during the 5 years before the dale of this EDS, been convicted ofa criminal offen.se, adjudged guilty, or had a civil judgmeni rendered against them in connection with: obtaining, attempting to obtain, or perfomiing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;


d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) tenninated for cause or default; and

e. have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions conceming environmental violations, instituted by the City or by the federal government, any state, or any other unit of local govemment.

4. The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).

5. Certifications (5), (6) and (7) concem: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connecfion with the Matter, including but not limited to all persons or legal entifies disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official of the Disclosing Party, any Contractor or any Affihated Entity (collectively "Agents").

Ver.2018-1 Pa2e5ofl5

Neither the Disclosing Party, nor any Conlractor, nor any Affiliated Enlily of either the Disclosing Party or any Conlractor, nor any Agents have, during the 5 years before the date ofthis EDS, or, with ' respeci to a Contraclor, an Affiliated Enlily, or an Affiliated Entity ofa Contraclor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with lhe Matter:

a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or allempting to bribe, a public officer or employee ofthe Cily, the State of Illinois, or any agency of the federal government or of any state or local govemment in the United States of America, in that officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreeinent or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or



6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is baned from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33 E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotafing.

7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLYJ (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined tennsj of the Applicant is cunently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.

9. [FOR APPLICANT ONLYJ The Applicant and its Affiliated Entities will not use, nor pennit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLYJ The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such

Ver.2018-1 Page 6 of 15

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

11. Iflhe Disclosing Party is unable to certify lo any of the above stalements in this Part B (Further Certifications), the Disclosing Party must explain below:

None .

If the letters "N A," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified lo the above stateinents.

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

None.

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

None.

C. CERTIFICATION OF STATUS AS FINANCL\L INSTITUTION


[ J is [x J is not

a "financial insfitufion" as defined in MCC Secfion 2-32-455(b).

2. I f the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

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

Vcr.2018-1 Page 7 of 15

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

NA

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



1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ J Yes [xJ No

NOTE: Ifyou checked "Ycs" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her .own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Coinpensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.


[ J Yes [xJ No

3. Ifyou checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature ofthe financial interest:

Name - Business Address Nature of Financial Interest

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

Vcr.2018-1 Page 8 of 15

E. CERTIFICA'flON REGARDING SLAVERY ERA BUSINESS

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

j< 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

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

SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

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



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

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

ofa member of Congress, in connection with the award ofany federally funded conlract, making any federally funded grant or loan, entering into any cooperalive agreement, or to extend, continue, renew, amend, or inodify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.

4. The Disclosing Party certifies that either: (i) il is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in fonn and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.



Is the Disclosing Party the Applicant? [JYes [ J N o


1. Have you developed and do you have on file affinnative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)

[ J Yes [ J No

2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Coinmission all reports due under the applicable filing requirements?

[ J Yes [ J No [ J Reports not required


[ J Yes [ J No

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

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SECTION VII -- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION


A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreemeni between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or other City aciion, and are material inducements to the City's execution ofany contract or taking other aciion with respect to the Matter. The Disclosing Party understands that it must coinply with all statutes, ordinances, and regulations on which this EDS is based.

B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text ofthis ordinance and a training program is available on line at www.citvofchicauo.org/Elhics. and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreeinent (if not rescinded or void), at law, or in equity, including terminafing the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.

D. It is the City's policy to make this document available to the public on its Intemet site and/or upon request. Some or all of the infonnation provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of infonnation contained in this EDS and also authorizes the City to verify the accuracy ofany infonnation submitted in this EDS.

E. The information provided in this EDS must be kept cunent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the infomiation provided herein regarding eligibility must be kept cunent for a longer period, as required by MCC Chapter 1-23 and Secfion 2-154-020.

Ver.2018-1 Page 11 of 15

[signature page to EDSJ

CERTIFICATION

Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, arc true, accurate and complete as of the date fumished to the Cily; and (3) being apprised ofthe form of alternative oath and acknowledges same, lhat submission ofthe EDS form shall constitute making the oath associated with notarization.

Date:

Montrose and Clarendon, LLC, a Delaware limited liability company

By: Montrose and Clarendon Holdings, LLC, a Delaware limited liability company, its sole member

Name: Lawrence A. Gerlacl Title: Authorized Signatory

CH Y OF CHICAGO ECONOMIC DISCLOSURE S I ATEMENT AND AFFIDAVIT

APPENDIX A

FAMILIAL RELATIONSHIPS WITH E L E C T E D CITY OFFICIALS .AND DEPARTMENT HEADS

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

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

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

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

[ J Yes [xJ No

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

Ver.2018-1 Page 13 of 15

C I T Y O F C H I C A G O ECONOMIC DISCLOSURE STA l EMENT .VND AFFIDAVIT

APPENDIX B


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

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

[ J Yes [xJ No

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

[ JYes [ JNo [xJ The Applicant is not publicly traded on any exchange.

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

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CITY OF CHICAGO ECONOMIC DISCLOSURE STA l EMENT AND AFFIDAVIT

APPENDIX C


This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (wvvw.amieea 1.com), generally covers a party to any agreement pursuant to which they: (i) receive City ofChicago funds in consideration for services, work or goods provided (including for legal or other'professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.

[ J Yes

[ JNo

[xJ N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.



Ver.2018-1 Page 15 of 15

Schedule A Response to EDS Section II.B.1 Montrose and Clarendon. LLC

Name






PRISA 111 Fund LP

PRISA HI Fund GP, LLC

PRISA III Fund PIM, LLC

PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. Is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]

Title






Manager of PRISA 111 OP GP, LLC

Genera! Partner of PRISA 111 Fund LP



£.^81^174160669.1

Schedule B Response to EDS Section II.8.2

Schedule of Ownership Interests - Montrose and Clarendon, LLC

ir.iititv/lndivldiial Business Address Ownership Interest .Montrose and Clarendon Moldings, LLC

c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave. Norridge, IL 60706

100% (Direct)


c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave. Non-idge, IL 60706

1.5% (Indirect)

PR III Montro.se Development, LLC

c/o PGIM Real Estate 7 Giralda Farms Madison. N.I 07490

85%, (Indirect)

PRISA 111 Investments, LLC c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

85% (Indirect)

PRISA 111 REIT Operating LP

c/o PGIM Real E.state 7 Giralda Farms Madison, NJ 07490

85% (Indirect)

PRISA III Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)


80.75% (Indirect)


1801 Hennitage Blvd., Suite 100 Tallahas-sce, FL 32308

9.99% (Indirect)

*State Board of Administration of Flonda is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1 (a) and Rule 1 (c), no further disclosure is required.

EASTAl 74160669.1

C I T Y O F C H I C A G O ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT




Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is: 1. Q the Applicant

OR 2. a legal entity currently holding, or anficipated to hold within six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name:

OR 3. [ / ] a l^gal entity with a direct or indirect right of control of the Applicant (see Secfion.11(B)(1))

State the legal name ofthe entity in which the Disclosing Party holds a right ofcontrol: PRISA III Fund GP, LLC

B. Business address ofthe Disclosing Party: c/o PGIM Real Estate

7 Giralda Farms, Madison, NJ 07490

C. Telephone: (312)228-6555 ^ax: Email: [email protected]

D. Name of contact person: David Barra

E. Federal Employer Identificafion No. (ifyou have one): • - -

F. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, i f applicable):

Amendment Application for PD 138, 4400-24 and 4401-15 North Clarendon Avenue.

G. Which City agency or department is requesfing this EDS? Planning & Development and Law





A. NATURE o r TME DISCLOSING PARTY

I . Indicate the nature ofthe Disclosing Party:

Person [/] Limited liability company Publicly registered business corporation Q Limited liability partnership Privately held business corporation Q Joint venture Sole proprietorship Not-for-profit corporation General paitnership (Is the not-for-profit coiporation also a 501(c)(3))? Limited partnership Q Y e s | | No Trust Q Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable:

Delaware

3. For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

I I Yes [ / ] No Organized in Illinois


1. List below the full names and titles, i f applicable, of: (i) all executive officers and all directors of the enfity; (ii) for not-for-profit corporations, all members, i f any, which are legal entifies (if there are no such members, write "no members which are legal entifies"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.


Name Tit le See attached Schedule A

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

Ver.2018-1 Page 2 of 15

limited liability company, or interest ofa beneficiary ofa trust, estate or olher similar entity. If none, state "None."

NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.


SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY E L E C T E D OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? Yes [ / ] No

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

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

Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?

[ ] Yes |7| No

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


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

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Name (indicate whether Business retained or anticipated Address to be retained)

Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)

Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is



[/] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.


A. COURT-ORDIiRED CHILD SUPPORT COMPLIANCE


Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

• Yes Q N o |7]No person directly or indirectly owns 10% or more of the Disclosing Party.

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

[ ] Yes [ ] No


1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City ofChicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.

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3. The Disclosing Party and, iflhe Disclosing Party is a legal entily, all oflhose persons or entities identified in Section II(B)(I) of this EDS:

a. arc not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;

b. have not, during the 5 years before the date ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or perfonning a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;

c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;

d. have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.


5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal enfities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility ofa business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the terni Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official ofthe Disclosing Party, any Contractor ofany Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization ofa responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date ofthis EDS, or, vvith respect lo a Conlractor, an Affiliated Entity, or an Affiliated lintity ofa Contraclor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State oflllinois, or any agency of the federal government or ofany state or local govemment in the United States of America, in that officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or


d. violated the provisions referenced in MCC Subsecfion 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is ban-ed from contracting with any unit of state or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violafion of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.


8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is cun-ently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance fimeframes in this Section V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certificafions (2) and (9) above and will not, without the prior written consent ofthe City, use any such

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contractor/subcontractor thai docs not provide such certifications or lhat the Applicant has reason to believe has nol provided or cannot provide truthful certifications.

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

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

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

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



I I is [/] is not

a "financial institution" as defined in MCC Secfion 2-32-455(b).

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

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

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



1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquii-y, does any official or employee ofthe City have a financial interest in his or her own name or in the name ofany other person or entity in the Matter?

Q Yes |7] No

NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l) , skip Items D(2) and D(3) and proceed to Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.


• Yes • No

3. I f you checked "Yes" to Item D(l) , provide the names and business addresses of the City officials or employees having such financial interest and identify the nature ofthe financial interest:



Ver.2018-1 Page 8 of 15


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

1^11. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

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

SECTION VI - CERTIFICATIONS FOR F E D E R A L L Y FUNDED MATTERS

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


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

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

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

ofa member of Congress, in connection with the award ofany lederally funded contract, making any federally funded granl or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Party will subniit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A( l ) and A(2) above.

4. The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. I f the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( l ) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.


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

Is the Disclosing Party the Applicant? • Yes Q No

I f "Yes," answer the three questions below:


Yes • No


I I Yes Q No I [Reports not required


• Yes • No

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

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SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION


A. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the City in connection vvith the Matter, whether procurement. City assistance, or other City action, and are material inducements to the City's execution ofany contract or taking other action with respect to the Matier. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.

B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or enfities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www, c ityofchi cago. org/Eth ics. and may also be obtained Irom the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

C. Iflhe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.

D. It is the City's policy to make this document available to the public on its Intemet site and/or upon request. Some or all ofthe infoi-mation provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and-also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matier. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.

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CERTIFICATION

Under penalty ofperjury, the person signing belovv: (1) warrants that he/she is aulhorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) wan-ants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.


(Print or type exact legal name of Disclosing Party)

Qy. See Attached (Sign here)

(Print or type name of person signing)

(Print or type title of person signing)

Signed and sworn to before me on (date)

at County, (state).

Notary Public

Commission expires: •

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CERTIFICATION Under penalty of perjury, the person signing below: (1) warrants lhat he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City; and (3) being apprised of the fonn of alternative oath and acknowledges same, that submission ofthe EDS form shall constitute making the oath associated with notarization.

Date:

PRISA I I I Fund PIM, LLC, a Delaware limited liability company

By: PGIM, Inc., a New Jersey corporation, its sole

By: : Name: David J. Barra Title: Vice President

Q13\62990343 1

CITY OFCHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A



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

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


• Yes • No

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

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APPENDIX B


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

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

• Yes • No

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

I I Yes • No • The Applicant is not publicly traded on any exchange.

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

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APPENDIX C


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

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from cunent or fomer employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.

• Yes

• No

Q N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Secfion 2-92-385.

This certificafion shall serve as the affidavit required by MCC Section 2-92-385(c)(l).


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Schedule A Response to EDS Section II.B.1 Montrose and Clarendon, LLC

Title



Sole Member of PR 111 Montrose Development, LLC


General Partner of PRISA ill REIT Operating LP



Sole Member of PRISA 111 Fund GP, LLC

Name



PRISA 111 Investments, LLC


PRISA 111 OP GP, LLC

PRISA III Fund LP



PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. tias concurrently provided its most recent Form ADV. No furttier disclosures are required ]

Executive Officers and Directors of Disclosing Parties. None

EAS'ni74l60669.

Schedule B Response to EDS Section li.B.2


E^ntity/Individunl Business Address Ownership Interest iVIoiilrose and Clarendon Holdings, LLC


100% (Direct)



15% (Indirect)



85% (Indirect)

PRISA III Investments, LLC c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

85%) (Indirect)



85%) (Indirect)

PRISA III Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)


80.75%) (Indirect)


1801 Hennitage Blvd., Suite 100 Tallahassee, FL 32308

9.99%o (Indirect)

*State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuantto Rule 1(a) and Rule 1(c), no further disclosure is required.

EAS1A174I60669.


AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION

A. Legal name ofthe Disclosing Party subinitting this EDS. Include d/b/a/ ifapplicable:

PRISA III Fund REIT, Inc.


Indicate whether the Disclosing Party submitting this EDS is: 1. • the Applicant

OR 2. j / ] a legal entity currently holding, or anticipated to hold within six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (refened to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name: Montrose and Clarendon, LLC

3. • a legal enfity with a direct or indirect right ofcontrol ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right ofcontrol:



C. Telephone: (312)228-6555 pax: Email: [email protected]


E. Federal Employer Identification No. (if you have one): .

F. Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, ifapplicable):


G. Which City agency or department is requesting this EDS? Planning & Development and Law



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SECTION I I ~ DISCLOSURE OF OWNERSHIP INTERESTS


1. Indicate the nature ofthe Disclosing Party:

• Person Q Limited liability company Publicly registered business corporation Q Limited liability partnership Privately held business corporation • Joint venture Sole proprietorship • Not-for-profit corporation General partnership (Is the not-for-profit corporation also a 501(c)(3))? Limited partnership • Y e s | | No Trust • Other (please specify)


Maryland

3. For legal entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entily?

I I Yes [ / ] No • Organized in Illinois


I . List below the full names and titles, i f applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entifies (if there are no such members, write "no members which are legal enfifies"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, liniited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.



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

Ver.2018-1 Page 2 of 15

limited liability company, or interest ofa beneficiary ofa trusi, estate or other similar entity. If none, state "None."

NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.


SECTION III ~ INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY E L E C T E D OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date ofthis EDS? • Ycs [ / ] No

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



• Yes [7] No

If "yes," please identify below the name(s) of such City elected ol:ricial(s) and/or spouse(s)/domestic partnei-(s) and describe the financial intcrest(s).


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

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Relationship to Disclosing Party (subcontractor, attorney, lobbyist, etc.)




[/] Check here ifthc Disclosing Party has not retained, nor expects to retain, any such persons or enfities.


A. COURT-ORDERED CITILD SUPPORT COMPLIANCE


ITas any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jtirisdiction?

I I Yes • No ^ No person directly or indirectly owns 10% or more ofthe Disclosing Party.


• Yes • No


1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.

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3. The Disclosing Party and, if the Disclosing Party is a legal enlity, all oflhose persons or enlilies identified in Section 11(B)(1) of this EDS:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;

b. have not, during the 5 years before the date ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, slate or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;


d. have not, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions conceming environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.


5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Conlractor, is under common control of another person or entity; • any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Enfity (collectively "Agents").

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Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:

a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State oflllinois, or any agency ofthe federal government or ofany state or local government in the United States of America, in that officer's or employee's official capacity;




6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotafing in violafion of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.


8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1 -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Secfion V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Managemenl ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or lo be hired in connection wilh the Matter cerlificalions equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such

Ver.2018-1 Page 6 of 15

contractor/subcontractor lhat does not provide such certifications or thai the Applicanl has reason lo believe has not provided or cannot provide truthful certifications.

11. Iflhe Disclosing Party is unable to certify lo any ofthe above stalements in this Part B (Further Certifications), the Disclosing Party mu.st explain below:

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

12. To the bcsl of the Disclosing Party's knowledge after reasonable inquiry, the following is a complele list of all cunent employees ofthe Disclosing Party who were, al any time during the 12-month period preceding the date ofthis EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicale with "N/A" or "none"). None

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



• is 0

a "financial inslitution" as defined in MCC Section 2-32-455(b).

2. I f the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

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

Vcr.2018-1 Page 7 of 15

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

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

D. CERTIFICATION REGARDING FINANCIAL IN TEREST IN CITY BUSINESS


1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge afler reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name ofany olher person or entity in the Matter?

• Yes . [7] No

NOTE: Ifyou checked "Yes" lo Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l) , skip Items D(2) and D(3) and proceed lo Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process al the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.


• Yes • No

3. I f you checked "Yes" to Item D(l) , provide the names and business addresses ofthe City officials or employees having such financial interesl and identify the nature ofthe financial interest:

Name Business Address Nature of Financial Interesl

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

Ver.2018-1 Page 8 of 15


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

1. The Disclosing Party verifies lhal the Disclosing Party has searched any and all records of the Disclosing Parly and any and all predecessor entities regarding records of investmenls or profils from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage lo or injury or death of their slaves), and the Disclosing Party has found no such records.

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

SECTION VI ~ CERTIFICATIONS FOR F E D E R A L L Y FUNDED MATTERS

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



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

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

ofa member of Congress, in connection with the award ofany lederally funded contract, making any federally funded grant or loan, entering into any cooperalive agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Parly will submil an updated certification al the end of each calendar quarter in which there occurs any event that materially affecls the accuracy ofthe statements and informalion set forlh in paragraphs A( l ) and A(2) above.

4. The Disclosing Parly certifies lhal either: (i) it is not an organization described in seclion 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) il is an organization described in seclion 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Acl of 1995, as amended.

5. I f the Disclosing Party is the Applicant, the Disclosing Party must obtain certitlcations equal in form and substance to paragraphs A( l ) Ihrough A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.


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

Is the Disclosing Party the Applicant? • Yes • No



• Yes • No

2. Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requiremenls?

I I Yes • No • Reports not required

3. ITave you participated in any previous contracts or subcontracts subject to the equal opportunity clause?

• Yes • No

If you checked "No" lo question (1) or (2) above, please provide an explanation:

Ver.2018-] Page 10 of 15


The Disclosing Party understands and agrees lhal:

A. The certifications, disclosures, and acknowledgments conlained in this EDS will become part ofany conlract or olher agreemeni between the Applicant and the City in connection with the Matter, whether procurement, Cily assistance, or other Cily action, and are material inducements lo the City's execution ofany contract or taking other action wilh respect lo the Matier. The Disclosing Parly underslands lhat il must comply with all statutes, ordinances, and regulations on which this EDS is based.

B. The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or enlilies seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at w w w. c i ly o fc h ic a go. org/Ethi cs, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Parly must comply fully with this ordinance.

C. Iflhe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submilled may be rescinded or be void or voidable, and the Cily may pursue any remedies under the contract or agreemeni (if nol rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Parly to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.

D. It is the City's policy to make this document available lo the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Informalion Act request, or othei-wise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of informafion contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The infomiation provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject lo MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing belovv: (1) wanants that he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Parly, and (2) wanants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

PRISA III Fund REIT, Inc.

(Print or type exact legal name ofDisclosing Party)

gy. See Attached

(Sign here)



Signed and sworn lo before me on (date)

at County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15


C;:';TIF1CATI0N IJ;, . :• penalty of perjury, the person signing belovv: (1) warrants that he/she is authorized to c.\ .-, i;;c this EDS, and all applicable Appendices, on behalf of the Disclosing Party, (2) warrants tli;:; .\'. \ ceitifications and statements contained in this EDS, and all applicable Appendices, are true, acc' -ilc and complete as of the date furnished to the City; and (3) being apprised ofthe form of al!.;; x.iive oath and acknowledges same, that submission of the EDS form shall constitute making the , ; .ii associated with notarization.

PRISA I I I Fund REIT, Inc., a Maryland corporation

By: PRISA III Fund LP, a Delaware limited partnership

By: PRISA III Fund GP, LLC, a Delaware liniited liability company, its general partner

By: PRISA 111 Fund PIM, LLC, a Delaware limited liability company, its sole member

By: PGIM,Jnc.^ a New Jersey corporation, its sole

By: Name: David J^Skrra Title: Vice President

C I T Y O F C H I C A G O ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX A



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

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.I.a., iflhe Disclosing Party is a corporalion; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and liniited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, i f the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operaiing officer, executive director, chief financial officer, treasurer or secretary ofa legal enlity or any person exercising similar authority.

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

• Yes • No

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

Ver.2018-1 Paee 13 of 15

CITYOFCHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX B


This Appendix is lo be completed only by (a) the Applicant, and (b) any legal entity which has a direci ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is nol to be completed by any legal entily which has only an indirect ownership interesl in the Applicant.

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

• Yes • No

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

• Yes • No [/] The Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


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

On behalf of an Applicant lhal is a conlractor pursuant lo MCC Seclion 2-92-385,1 hereby certify lhal the Applicanl is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicanls based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from cunent or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.

QYes

• No

[~j N/A - 1 am nol an Applicant that is a "conlractor" as defined in MCC Section 2-92-385.

This certification shall serve as the affidavit required by MCC Seclion 2-92-385(c)(l).

I fyou checked "no" to the above, please explain.

Ver.2018-1 Paee 15 of 15


Title




Sole Member of PRISA 111 Investments, LLC


Manager of PRISA HI OP GP, LLC



Name






PRISA III Fund LP

PRISA 111 Fund GP, LLC


PGIM, Inc. Sole Member of PRISA III Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc has concurrently provided its most recent Form ADV. No further disclosures are required.]

Executive Officers and Directors of Disclosing Parties. None

•:AS'n 174160669.1



Kntity/Individual Blisiness .Address Ownership Interest Montrose and Clarendon Moldings, LLC

c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave.^ Norridge, IL 60706

100% (Direct)



15% (Indirect)


do PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

85% (Indirect)


85% (Indirect)


c,/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

85% (Indirect)


80.75% (Indirect)


80.75% (Indirect)



9.99% (Indirect)

'State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

nAST\174160669.l

CITY O F C I I I C A G O ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT


A. Legal name of the Disclosing Parly submitting this EDS. Include d/b/a/ ifapplicable:



Indicate whether the Disclosing Parly submitting this EDS is: 1. Q the Applicant

OR 2. Q a legal entily cunently holding, or anlicipaled to hold wiihin six monihs after City acfion on

the contract, transaction or other undertaking to which this EDS pertains (refened lo below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. Stale the Applicant's legal name:

OR 3. [7] a legal entity wilh a direct or indirect right of control of the Applicant (see Section 11(B)(1))

State the legal name of the enlity in which the Disclosing Party holds a right of control: PRISA III Fund LP



C. Telephone: (312) 228-6555 pax: Email: davld.barra(gpgim.com

D. Name of conlaci person: David Barra

E. Federal Employer Identification No. (if you have one): - -- -

F. Brief description of the Matter to which this EDS pertains. (Include project nuniber and location of property, ifapplicable):


G. Which Cily agency or department is requesting this EDS? Planning & Development and Law

I f the Matter is a contract being handled by the Cily's Department of Procuremenl Services, please complete the following:

Specification # and Conlract #



A. NATURE OF fHE DISCLOSING PARTY

1. Indicale the nature ofthe Disclosing Parly: Person [/] Limited liabilily company Publicly registered business corporalion Q Limiled liabilitypartnership Privately held business corporation Q] Joint venture Sole proprielorship Q Not-for-profit corporation General partnership (Is the not-for-profit corporation also a 501(c)(3))? Limited partnership Q Yes Q No Trust Q Other (please specify)

2. For legal enlilies, the state (or foreign country) of incorporation or organization, ifapplicable:

Delaware

3. For legal entities nol organized in the State of Illinois: Has the organization registered to do business in the Slate oflllinois as a foreign enlily?

I I Yes [7] No 1^ Organized in Illinois


1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all niembers, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

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


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

Ver.2018-1 Page 2 of 15

liniited liability company, or interesl ofa beneficiary ofa trust, estate or other similar entity. If none, slate "None."

NOTE: Each legal enlily listed below may be required to submit an EDS on ils own behalf.


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

Has the Disclosing Party provided any income or compensation to any City elected official during the 12-month period preceding the date of this EDS? QYes [/|No

Does the Disclosing Party reasonably expect to provide any inconie or compensation to any City elected official during the 12-month period following the date ofthis EDS? Yes [ / j No

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

Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?

[ ] Yes 0 No

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

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTIIER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entily whom the Disclosing Party has retained or expects to retain in connecfion with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Ver.2018-1 Page 3 of 15

Name (indicate whether Business retained or anticipated Address to be reiained)

Relationship to Disclosing Parly (subcontractor, attorney, lobbyist, etc.)

Fees (indicate whether paid or estimated.) NOTE: "hourly rate" or "l.b.d." is



[/] Check here iflhe Disclosing Party has not retained, nor expects to retain, any such persons or entities.



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

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdicfion?

[~~| Yes No 1^ No person directly or indirectly owns 10% or more ofthe Disclosing Party.

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

[]Yes []No


1. [This paragraph 1 applies only iflhe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance ofany public contract, the services of an integrity monitor, independent private sector, inspector general, or integrity compliance consultant (i.e., an individual or enfity with legal, auditing, investigative, or olher similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors refom their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Parly and ils Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City ofChicago, incltiding, but nol limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Parly delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

Vcr.2018-1 Page 4 of 15

3. The Disclosing Party and, if the Disclosing Parly is a legal enlity, all oflhose persons or entities identified in Seclion 11(B)(1) of this l-DS:

a. are nol presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, slate or local unil of govemmenl;

b. have not, during the 5 years before the date ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in conneciion with: obtaining, attempting lo obtain, or perfonning a public (federal, state or local) transaction or conlract under a public transaciion; a violation of federal or slate anfitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false slalemenls; or receiving stolen property;

c. are not presently indicted for, or criminally or civilly charged by, a governmental enlity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;

d. have nol, during the 5 years before the dale ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the dale ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions conceming environmental violations, instituted by the Cily or by the federal government, any slate, or any other unit of local government.


5. Certificafions (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or enlity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local govemment, including the City, using substantially the same managenient, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entily means a person or enlity lhat directly or indirectly controls the Contractor, is controlled by i l , or, with the Contraclor, is under common control of another person or entity; • any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any olher official, agent or employee ofthe Disclosing Party, any Contraclor or any Affiliated Enfity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15

Neither the Disclosing Parly, nor any Contractor, nor any Affiliated Entity of eiihcr the Disclosing Parly or any Contractor, nor any Agenls have, during the 5 years before the date of this EDS, or, wilh respeci lo a Contractor, an Affiliated Enlily, or an Affiliated Entity ofa Contractor during the 5 years before the dale of such Contractor's or Affiliated Entity's conlract or engagement in conneciion with the Matier:

a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe Cily, the State oflllinois, or any agency ofthe federal governnienl or ofany state or local government in the United Slates of America, in lhat officer's or employee's official capacity;



d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracls Requiring a Base Wage); (a)(5)(Debarnient Regulations); or (a)(6)(Mininiuni Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Enlity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.

7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, Stale, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontraciors to use, any facility lisied as having an active exclusion by the U.S. EPA on the federal System for Award Managenient ("SAM").,

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such

Ver.2018-1 Page 6 of 15

contraclor/subcontraclor lhal does nol provide such certifications or lhat the Applicant has reason to believe has not provided or cannot provide truthful certifications.

1 i . Ifthc Disclosing Parly is unable to certify lo any ofthe above statements in this Part B (Further Certifications), the Disclosing Parly must explain below:

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

12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complele list of all cun-ent employees ofthe Disclosing Party who were, at any time during the 12-moiith period preceding the date ofthis EDS, an employee, or elected or appointed official, of the Cily of Chicago (if none, indicate wilh "N/A" or "none"). None

13. To the best ofthe Disclosing Party's knowledge afler reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any fime during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For puiposes ofthis statement, a "gift" does nol include: (i) anything made generally available to Cily employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient. None


1. The Disclosing Party certifies that the Disclosing Party (check one) [~~] is [7] is not

a "financial insfitution" as defined in MCC Secfion 2-32-455(b).

2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

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

Ver.2018-1 Page 7 of 15

Iflhe Disclosing Party is unable lo make this pledge because il or any of ils affiliates (as defined in MCC Seclion 2-32-455(b)) is a predatory lender within the ineaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

Iflhe lelters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified lo the above stalements.

D. CERTIFICATION REGAIU^ING FINANCIAL INTEREST IN CITY BUSINESS


1. In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge afler reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any olher person or entity in the Matter?

• Yes [7] No


2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs lo the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant lo the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matier involve a City Property Sale?

• Yes n ^ o

3. Ifyou checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature ofthe financial interest:


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

Ver.2018-1 Page 8 of 15


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

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

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

SECTION VI -- CERTIFICATIONS FOR F E D E R A L L Y FUNDED MATTERS

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

A, CERTIFICATION REGARDING LOBBYING


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

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

ofa member of Congress, in connection wilh the award ofany federally funded contract, making any federally funded grant or loan, entering into any cooperalivcagreemenl, or lo extend, coniinuc, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Party will subniit an updated ccrtiUcation at the end of each calendar quarter in which there occurs any event that materially affecls the accuracy of the slalemenls and informalion set forth in paragraphs A( l ) and A(2) above.

4. The Disclosing Party certifies that either: (i) it is nol an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as lhat term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. Iflhe Disclosing Parly is the Applicant, the Disclosing Party must obtain certifications equal in form and subslance lo paragraphs A( l ) through A(4) above from all subcontraciors before it awards any subcontract and the Disclosing Party must mainlain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.


I f the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following informalion with their bids or in writing al the outset of negotiations.

Is the Disclosing Party the Applicanl? • Yes [[] No

I f "Yes," answer the three quesfions below:

1. Have you developed and do you have on file affinnative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)

Q Yes • No


I I Yes • No I [Reports not required


• Yes • No

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

Ver.2018-1 Page 10 of 15

SECTION VII - FURTHER ACKNOVVLEDGMENTS AND CERTIFICATION

The Disclosing Party underslands and agrees lhal:

A. The certifications, disclosures, and acknowledgments conlained in this EDS will become part ofany contract or olher agreement between the Applicant and the City in connection with the Matter, whether procurement. City assistance, or olher Cily action, and are material inducements lo the Cily's execution ofany contract or taking olher action with respect to the Matter. The Disclosing Parly underslands that il must comply with all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or Iransactions. The full text ofthis ordinance and a training program is available on line at www.cityofchicago.ore/Elhics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Parly must comply fully wilh this ordinance.

C. I f the Cily determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or olher agreement in conneciion with which il is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreemeni (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in olher Cily transacfions. Remedies al law for a false statement of malerial fact may include incarceration and an award to the City of treble damages.

D. It is the City's policy to make this document available to the public on its Intemet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which il may have against the City in connection wilh the public release of informafion contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept cunent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1 -23 and Section 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (1) wanants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Parly, and (2) wanants lhat all certifications and statements conlained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe dale furnished to the City.


(Print or type exact legal name ofDisclosing Party)

See Attached By (Sign here)




at County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15


CERTIFICATION Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to c.Kecutc this EDS, and all applicable Appendices, on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the dale furnished to the City; and (3) being apprised ofthe fomi of alternative oath and acknowledges same, that submission ofthe EDS form shall constitute making the oath associated with notarization.

Date:

PRISA I I I Fund GP, LLC, a Delaware limited liability company

By: PRISA III Fund PIM, LLC, a Delaware limited liability company, its sole member

By: PGIM, Inc., a New Jersey corporation, its sole i

By: Name: Da Title: Vice President

Qi:i\62y90343 1


APPENDIX A



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

"Applicable Party" means (1) all executive officers of the Disclosing Party lisied in Section II.B.I.a., i f the Disclosing Party is a corporafion; all partners ofthe Disclosing Party, i f the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a liniited partnei-ship; all managers, managing members and members of the Disclosing Parly, i f the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, Ireasurer or secretary of a legal entity or any person exercising similar authority.


• Yes • No

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

Ver.2018-1 Page 13 of 15


APPENDIX B


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

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

• Yes • No

2. I f the Applicanl is a legal enlily publicly traded on any exchange, is any officer or director of the Applicant idenlified as a building code scofflaw or problem landlord pursuant lo MCC Section 2-92-416?

I I Yes n Q ^^'^ Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


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

On behalf of an Applicanl that is a conlractor pursuant to MCC Section 2-92-385,1 hereby certify lhal the Applicanl is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from cunent or former employers. I also certify lhat the Applicanl has adopted a policy that includes those prohibitions.

• Yes

• No

I [ N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.


I fyou checked "no" to the above, please explain.

Ver.2018-1 Page 15 of 15


Title









Name






PRISA III Fund LP



PGIM, Inc Sole Member of PRISA III Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]


EASRI74160669.



E^ntity/lndividual Business .Address Ownership Interest


c/o The Harlem Irving Companies. Inc. 4104 N. Hariem Ave. Norridge, IL 60706

100% (Direct)



15% (Indirect)



85% (Indirect)


85% (Indirect)



85% (Indirect)


80.75% (Indirect)

PRISA I I I Fund LP c/o PGIM Real Estate 7 Giralda Fanns Madison, NJ 07490

80.75% (Indirect)

State Board o f Administration o f Florida

1801 Hermitage Blvd., Suite 100 Tallahassee, PL 32308

9.99% (Indirect)

*State Board of Administration of Florida is an instrumentality ofthe State of Flonda, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

r;Asr\i7'(i60669.i

CITYOFCHICAGO ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT



PRISA III Fund LP


Indicate whether the Disclosing Party submitting this EDS is: 1. [3] the Applicant

OR 2. [ / ] a legal entily cun-ently holding, or anticipated lo hold within six months afler Cily action on

the conlract, transaciion or other undertaking lo which this EDS pertains (refened lo below as the "Matter"), a direci or indirect interest in excess of 7.5% in the Applicant. Stale the Applicant's legal name: Montrose and Clarendon, LLC

OR 3. Q a legal entity with a direct or indirect right of control ofthe Applicanl (see Secfion 11(B)(1))


B. Business address ofthe Disclosing Party: c/o PGIM Real Estate 7 Giralda Farms, Madison, NJ 07490

C. Telephone: (312) 228-6555 p^^: Email: david.barra(gpglm.com



F. Brief description ofthe Matter to which this EDS pei-tains. (Include project number and location of propeity, ifapplicable):



If the Matter is a contract being handled by the City's Department of Procuremenl Services, please complete the following:


Ver.2018-1 Page 1 of 15

SECTION I I - DISCLOSURE OF OWNERSHIP INTERESTS



Person Q Limited liability company Publicly registered business corporation Q Limited liability partnership Privately held business corporation Joint venture Sole proprietorship Not-for-profit corporation General partnership (Is the not-for-profit corporation also a 501(c)(3))? Liniited partnership Q Y e s | [No Trust Olher (please specify)


Delaware

3. For legal enlilies not organized in the Stale oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

I I Yes [ / ] No Q Organized in Illinois


1. List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, i f any, which are legal enlilies (if there arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

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


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

Ver.2018-1 Page 2 of 15

limited liabilily company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, state "None."

NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf



Has the Disclosing Party provided any inconie or coinpensation to any City elected official during the 12-month period preceding the dale ofthis EDS? [Q Yes [ / ] No

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

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


[ ] Yes [7] No

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


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

Ver.2018-1 Page 3 of 15

Name (indicate whether Business Relalionship to Disclosing Party Fees (indicate whether retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE: lo be reiained) lobbyist, etc.) "hourly rale" or "t.b.d." is


(Add sheets i f necessary)

| / | Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities.



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

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in anearage on any child support obligations by any Illinois court of competent jurisdiction?

• Yes Q N o [7|No person directly or indirectly owns 10% or more of the Disclosing Party.

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

[ ] Yes Q No


1. [This paragraph 1 applies only if the Matter is a contract being handled by the Cily's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connecfion with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity wilh legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the acfivity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the City ofChicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.

Vcr.2018-1 Page 4 of 15

3. The Disclosing Party and, iflhe Disclosing Parly is a legal enlity, all oflhose persons or enlilies identified in Section n(B)(l) of this EDS:

a. are nol presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, slate or local unit of government;

b. have not, during the 5 years before the date ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting lo obtain, or performing a public (federal, state or local) transaction or conlract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false stalements; or receiving stolen property;

c. are nol presently indicted for, or criminally or civilly charged by, a governmenlal enlily (federal, state or local) wilh committing any ofthe offenses set forth in subparagraph (b) above;

d. have nol, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

4. The Disclosing Parly understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).

5. Certificafions (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Parly in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontraciors and Other Retained Parties"); • any "Affiliated Enlity" (meaning a person or entity lhat, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia ofcontrol include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organizafion of a business enfity following the ineligibility of a business entity to do business with federal or stale or local government, including the Cily, using substantially the same management, ownership, or principals as the ineligible enlity. With respect to Contractors, the term Affiliated Entily means a person or enlity that directly or indirectly controls the Contractor, is controlled by it, or, wilh the Contraclor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contraclor or any Affiliated Entily or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Pai-ty, any Contractor or any Affiliated Enfity (collectively "Agents").

Ver.2018-1 Page 5 of 15

Neither the Disclosing Parly, nor any Contraclor, nor any Affiliated Entity of either the Disclosing Parly or any Conlractor, nor any Agents have, during the 5 years before the dale ofthis EDS, or, with respect to a Contractor, an Affiliated Entily, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Emily's contract or engagement in conneciion with the Matier:

a. bribed or allempted to bribe, or been convicied or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthe City, the State oflllinois, or any agency ofthe federal government or ofany state or local government in the United Stales of America, in lhat officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a parly to any such agreeinent, or been convicied or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreemeni to bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have nol been prosecuted for such conduct; or

d. violated the provisions referenced in MCC Subsecfion 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debai-nienl Regulations); or (a)(6)(Minimum Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America lhal contains the same elements as the offense of bid-rigging or bid-rotating.

7. Neither the Disclosing Party nor any Affiliated Entity is lisied on a Sanctions List maintained by the United States Departinent of Commerce, State, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLY] (i) Neilher the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will nol use, nor permit their subcontractors to use, any facility lisied as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior wrilten consent ofthe Cily, use any such

Ver.2018-1 Page 6 of 15

contraclor/subcontraclor that does not provide such certifications or that the Applicanl has reason to believe has not provided or cannot provide truthful cerlificalions.

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

Iflhe leUers "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed lhat the Disclosing Party certified lo the above statements.

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

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



[~{is [/] is not

a "financial insfitution" as defined in MCC Section 2-32-455(b).

2. Iflhe Disclosing Party IS a financial institufion, then the Disclosing Party pledges: "We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate ofa predatory lender may result in the loss of the privilege of doing business with the City."

Ver.2018-1 Page 7 of 15

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

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



1. In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Party's knowledge after reasonable inquiry, does any official or employee ofthe Cily have a financial interesl in his or her own name or in the name of any other person or entity in the Matier?

• Yes [7] No

NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" lo Item D(l), skip Items D(2) and D(3) and proceed to Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise pennitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant lo the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matier involve a Cily Property Sale?

• Yes • No

3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:


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

Ver.2018-1 Page 8 of 15 ,.


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

V11. The Disclosing Party verifies lhal the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profils from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued lo slaveholders that provided coverage for damage lo or injury or death of their slaves), and the Disclosing Party has found no such records.

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


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


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

(If no explanation appears or begins on the lines above, or i f the letlers "NA" or iflhe word "None" appear, i l will be conclusively presumed that the Disclosing Parly means lhat NO persons or enlilies registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

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

ofa member of Congress, in connection with the award ofany lederally funded coniraci, making any federally funded grant or loan, entering inlo any cooperalive agreement, or to extend, continue, renew, amend, or modify any federally funded contract, granl, loan, or cooperative agreement.

3. The Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe slatemenls and informalion set forlh in paragraphs A( l ) and A(2) above.

4. The Disclosing Parly certifies that either: (i) it is nol an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) il is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has nol engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. I f the Disclosing Party is the Applicanl, the Disclosing Party must obtain certifications equal in form and subslance lo paragraphs A( l ) through A(4) above from all subconlraclors befbre it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matier and must make such certifications promptly available to the Cily upon request


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

Is the Disclosing Party the Applicant? • Yes • No



Q Yes • No


[ [ Yes No I [Reports not required


• Yes • No

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

Ver.2018-1 PagelOoflS

SECTION VI I - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Parly underslands and agrees lhal:

A. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicant and the Cily in conneciion wilh the Matter, whether procurement, Cily assistance, or other Cily aciion, and are malerial inducements lo the Cily's execution ofany contract or taking olher action with respect to the Matier. The Disclosing Party underslands that it must comply wilh all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or Iransactions. The full text of this ordinance and a training program is available on line at www.cilvofchicago.org/Elhics, and may also be obtained from the Cily's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

C. Iflhe Cily determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is subinitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other Cily transactions. Remedies al law for a false statement of material fact may include incarceration and an award lo the City of treble damages.

D. It is the City's policy to make this document available to the public on ils Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of informalion contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Seclion 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (1) warrants that he/she is aulhorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) wanants lhal all certifications and statements conlained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.

PRISA III Fund LP

(Print or type exact legal name of Disclosing Party)

Qy. See Attached

(Sign here)


(Print or type tifie of person signing)

Signed and sworn lo before me on (date)

at County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15


CEti IIFICATION Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City; and (3) being apprised ofthe form of alienialive oath and acknowledges same, that submission ofthe EDS form shall constitute making the oath associated with notarization.

PRISA I I I Fund LP, a Delaware limited partnership

By: PRISA 111 Fund GP, LLC, a Delaware limited liability company, its general partner


By; PGIM, Inc., a New Jersey corporation, its sole nY

By: ^ Name: Davie Title: Vice President

OH\6.''.990343 1


APPENDIX A



Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof cunenfiy has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the dale this EDS is signed, the Disclosing Party or any "Applicable Pai1y" or any Spouse or Domeslic Partner thereof is related to the mayor, any alderman, the cily clerk, the cily Ireasurer or any city department head as spouse or domeslic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmolher, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

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

Docs the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof cunently have a "familial relationship" with an elected city official or departinent head?

• Yes 0 No

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

Ver.2018-1 Page 13 of 15


APPENDIX B

BUILDING CODE SCOFFLAW/I'ROBLEM LANDLORD CERTIFICATION

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

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

• Yes [7] No

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

I I Yes No [/] The, Applicant is not publicly traded on any exchange.

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

Vcr.2018-1 Page 14 of 15


APPENDIX C


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

On behalf of an Applicant that is a contractor pursuant to MCC Seclion 2-92-385,1 hereby certify lhat the Applicanl is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibil: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicanl has adopted a policy that includes those prohibitions.

[ ] Yes

• No

[~~| N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.



Ver.2018-1 Page 15 of 15


Title





General Partner of PRISA 111 REIT Operating LP


General Partner of PRISA 111 Fund LP


Name






PRISA 111 Fund LP

PRISA HI Fund GP, LLC


PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required ]


EASTAl 74160669.



Entity/Individual Business Address Ownership Interest Montrose and Clarendon I loldings, LLC


100% (Direct)

•Montrose Clarendon Partners LLC


L'i% (Indirect)


c/o PGIM Real Estate 7 Giralda Famis Madison, NJ 07490

85% (Indirect)


85% (Indirect)



85% (Indirect)


80.75% (Indirect)

PRISA 111 Fund LP c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)



9.99% (Indirect)

*State Board of Administration of Florida is an instrumentality ofthe State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1 (a) and Rule 1 (c), no further disclosure is required.

EASIA174160669.1


AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION




Indicale whether the Disclosing Party submitting this EDS is: 1. Q the Applicant

OR 2. [ / ] a legal entily currently holding, or anticipated lo hold wiihin six months afler City aciion on

the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Mailer"), a direct or indirect interest in excess of 7.5% in the Applicant. Stale the Applicant's legal name: Montrose and Clarendon, LLC _ _ _

3. Q a legal entity with a direct or indirect right of control ofthe Applicant (see Section 11(B)(1)) Stale the legal name of the entity in which the Disclosing Party holds a right ofcontrol:

B. Business address ofthe Disclosing Party: c/o PGIM Real Estate 7 Giralda Farms, Madison, NJ 07490

C. Telephone: (312) 228-6555 pax: Email: [email protected]



F. Brief description of the Matter to which this EDS pertains. (Include project number and location of property, ifapplicable):



If the Matter is a contract being handled by the City's Department of Procurement Services, please complele the following:

Specification # ^ and Contract #



A. NA rURE OF I HE DISCLOSING PAR fY


Person [/] Limited liabilily company Publicly registered business corporation Q Limiled liabilily partnership Privately held business corporation \ ^ Joint venture Sole proprietorship Not-for-profit corporalion General partnership (Is the not-for-profit corporation also a 501(c)(3))? Limited partnei-ship Q Y e s | | No Trust • Other (pl ease specify)


Delaware

3. For legal enfities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

[^Yes [7] No I I Organized in Illinois


1. List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the enfity; (ii) for not-for-profit corporations, all members, i f any, which are legal enfifies (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated parly; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal enlily that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must subniit an EDS on its own behalfi


2. Please provide the following information concerning each person or legal entity having a direci or indirect, cunent or prospective (i.e. within 6 monihs afler City aciion) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an inlerest include shares in a corporation, partnership interest in a partnership or joint venture, interesl ofa member or manager in a

Ver.2018-1 Page 2 of 15

liniited liabilily company, or interest ofa beneficiary ofa trust, estate or other similar entily. If none, state "None."

NOTE: Each legal entity lisied below may be required to submil an EDS on ils own behalf.

Name Business Address Percentage Interest in the Applicanl See attached Schedule B

SECTION HI -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY E L E C T E D OFFICIALS

Has the Disclosing Parly provided any inconie or compensation to any City elected official during the 12-monlh period preceding the date ofthis EDS? Q Yes [ / ] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any Cily elected official during the 12-month period following the date of this EDS? [Q Yes [ / | No

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


Yes g No

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


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

Ver.2018-1 Page 3 of 15

Name (indicale whether Business Relationship lo Disclosing Party Fees (indicate whether reiained or anticipated Address (subcontraclor, attorney, paid or estimated.) NOTE: to be reiained) lobbyist, elc.) "hourly rale" or "t.b.d." is

nol an acccplable response.


[/] Check here iflhe Disclosing Party has not retained, nor expects lo retain, any such persons or enfities.



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


• Yes Q N o | 7 ] N O person directly or indirectly owns 10% or more ofthe Disclosing Party.


Q Yes [ ] No


1. [This paragraph 1 applies only i f the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connecfion with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, br other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a conlract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or olher source of indebtedness owed to the City ofChicago, including, bul not limited lo, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

Ver.2018-1 Page 4 of 15

3. The Disclosing Party and, ifthc Disclosing Party is a legal entily, all oflhose persons or entities idenlified in Seclion I1('B)(I ) of this EDS:

a. are nol presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, stale or local unit of government;

b. have nol, during the 5 years before lhe date ofthis EDS, been convicied ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in conneciion with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaciion; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgeiy; bribery; falsification or destruction of records; making false statements; or receiving stolen property;

c. are not presently indicted for, or criminally or civilly charged by, a govemmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;

d. have not, during the 5 years before the dale ofthis EDS, had one or more public Iransactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the dale ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions conceming environmental violations, instituted by the City or by the federal government, any state, or any other unil of local government.


5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limiled to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parfies"); • any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entily). Indicia of control include, without limitafion: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local govemment, including the City, using substantially the same management, ownership, or principals as the ineligible enlity. Wilh respect to Contractors, the term Affiliated Enlity means a person or enfity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contraclor, is under common control of another person or entity; • any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Enfity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direcfion or authorization of a responsible official ofthe Disclosing Party, any Conlractor or any Affiliated Entity (collectively "Agents").

Ver.2018-1 Page 5 of 15

Neilher the Disclosing Party, nor any Contraclor, nor any Alfiliated Enlily of either the Disclosing Parly or any Contractor, nor any Agenls have, during the 5 years before lhe date ofthis EDS, or, wilh respect lo a Contraclor, an Affiliated Entily, or an Affiliated Enlily ofa Conlractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in conneciion wilh the Matter:

a. bribed or attempted lo bribe, or been convicied or adjudged guilty of bribery or attempting to bribe, a public officer or employee oflhc Cily, the State oflllinois, or any agency ofthe federal government or ofany slate or local government in the United States of America, in that officer's or employee's ofticial capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicied or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement lo bid a fixed price or otherwise; or


d. violated the provisions referenced in MCC Subsecfion 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Mininium Wage Ordinance).

6. Neither the Disclosing Party, nor any Aftlliated Enlity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unil of slate or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotafing in violafion of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.


8. [FOR APPLICANT ONLY] (i) Neilher the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined tenns] ofthe Applicanl is cumently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supei-vision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of .the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance wilh Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's pennanent compliance timeframe supersedes 5-year compliance timeframes in this Secfion V.

9. [FOR APPLICANT ONLY] The Applicanl and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicanl will obtain from any contractors/subcontractors hired or to be hired in conneciion with the Matier certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such

Ver.2018-1 Page 6 of 15

contractor/subcontractor lhal docs nol provide such certifications or that the Applicant has reason to believe has nol provided or cannot provide truthful cerlillcations.

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

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

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

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


1. The Disclosing Party certifies that the Disclosing Party (check one) I I is [/] is not

a "financial institufion" as defined in MCC Section 2-32-455(b).

2. Iflhe Disclosing Parly IS a financial institution, then the Dksclosing Party pledges:

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

Ver.2018-1 Page 7 of 15

Iflhe Disclosing Parly is unable lo make this pledge because it or any of its afilliates (as defined in MCC Section 2-32-455(b)) is a predatory lender wiihin the meaning of .MCC Chapter 2-32, explain here (attach additional pages if necessary):

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



1. In accordance wilh MCC Seclion 2-156-110: To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, does any ofTicial or employee ofthe City have a financial inlerest in his or her own name or in the name of any olher person or enlity in the Matter?

• Yes |7| No


2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial inlerest in his or her own name or in the name of any other person or entity in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.


• Yes • No

3. If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and idenlify the nature ofthe financial interest:


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

Vcr.2018-1 PageScflS

E. CERflFlCATION REGARDING SLAVERY ERA BUSINESS

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

1^11. The Disclosing Party verifies that the Disclosing Parly has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investmenls or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

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


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



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

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

ofa member of Congress, in connection with the award ofany lederally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Parly will submit an updated certification al the end of each calendar quarter in which there occurs any event thai materially affecls the accuracy ofthe statements and information set forth in paragraphs A( l ) and A(2) above.

4. The Disclosing Party certifies lhal either: (i) i l is nol an organization described in seclion 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) il is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. I f the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( l ) Ihrough A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must niaintain all such subcontractors' certificafions for the duration of the Matter and must make such certifications promptly available to the City upon request.


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



1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulafions? (See 41 CFR Part 60-2.)

[2 Yes • No


I I Yes ^ No QReports not required

3. Flave you participated in any previous contracts or subcontracts subject to the equal opportunity clause?

• Yes • No

If you checked "No" lo question (1) or (2) above, please provide an explanation:

Ver.2018-1 Page 10 of 15

SECTION VII - FURTIIER ACKNOVVLEDGMENTS AND CERTIFICATION


A. The certifications, disclosures, and acknowledgments conlained in this EDS will become part ofany contract or other agreemeni between the Applicant and the City in conneciion with the Matier, whether procuremenl. City assistance, or olher Cily aciion, and are material inducements lo the Cily's execution ofany contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply wilh all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or Iransactions. The full text ofthis ordinance and a training program is available on line al www.cilyofchicago.org/Elhics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.

C. I f the City determines lhat any information provided in this EDS is false, incomplete or inaccurate, any conlract or olher agreement in connection wilh which il is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the conlract or agreement (if not rescinded or void), al law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other Cily transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the Cily of treble damages.

D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in conneciion wilh the public release of informalion contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept cunent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the Cily's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Secfion 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (I) warrants that he/she is aulhorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and slatemenls conlained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished lo the Cily.

PR III Montrose Development, LLC (Print or type exact legal name of Disclosing Parly)

Qy. See Attached (Sign here)




al County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15

[signature page to EDSJ

CERTIFICATION Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City; and (3) being apprised of the form of alternative oath and acknowledges same, that submission of the EDS form shall constitute making the oath associated with notarization.

Date:

PR I I I Montrose Development, LLC, a Delaware limited liability company

By: PRISA III Investments, LLC, a Delaware limited liability company, its sole member and manager

By: PRISA III REIT Operating LP, a Delaware limited partnership, its sole member

By: PRISA III OP GP, LLC, a Delaware limited liability company, its general partner

By: PRISA III Fund LP, a Delaware limited partnership, its manager

By: PRISA III Fund GP, LLC, a Delaware limited liability company, its general partner


By: PGIM, Inc., a New Jersey corporation, its SOlCi

By Name: Davi Title: Vice President

Ol}\62990343 1


APPENDIX A


This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5 /0. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

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

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

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

QYes [7] No

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

Ver.2018-1 Page 13 of 15

CITYOFCHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

APPENDIX B


This Appendix is to be completed only by (a) the Applicanl, and (b) any legal enlity which has a direct ownership interesl in the Applicant exceeding 7.5% (an "Owner"), ll is nol lo be compleled by any legal entity which has only an indirect ownership interest in the Applicant.

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

• Yes |7] No

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

I I Yes [/] The Applicant is nol publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


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

On behalf of an Applicant that is a contractor pursuant lo MCC Section 2-92-385,1 hereby certify lhat the Applicant is in compliance wilh MCC Seclion 2-92-385(b)(l) and (2), which prohibil: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from cunent or former employers. I also certify lhat the Applicant has adopted a policy that includes those prohibitions.

[ ] Yes

• No

[~j N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.

This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1).


Vcr.2018-1 Page 15 of 15

Schedule A Response to EDS Section II.B.1 Montrose and Clarendon. LLC

Title




Sole Member of PRISA HI Investments, LLC





Name






PRISA 111 Fund LP



PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. is a registered investment advisor In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure- Statement and Affidavit, PGIM, Inc has concurrently provided its most recent Form ADV. No further disclosures are required ]


r:AS'ni74160669.



Kntitv/Individiial Business .Address Ownership Interest Montrose and Clarendon Holdings, LLC-

c/o The Marleni Irving Companies, Inc. 4104 N. Harlem Ave." Norridge, IL 60706

100% (Direct)


c/o The Harlem Irving Companies, Inc. 4104 N. Harlem Ave." Norridge, IL 60706

15% (Indirect)



85% (IndirecO


85% (Indirect)



85% (Indirect)


80.75% (Indirect)

PRISA m Fund LP c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (IndirecO



9.99% (Indirect)

•State Board of Administration of Florida is an instrumentality ofthe State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuantto Rule 1(a) and Rule 1(c), no further disclosure is required.

EASIM 74160669.

CITY OFCHICAGO ECONOMIC DISCLOSURE STATEMENT

AND AFFIDAVIT





Indicale whether the Disclosing Party submiuing this EDS is: 1. Q the Applicant

OR 2. [ / ] a legal enlily currently holding, or anticipated lo hold wiihin six months after City action on

the contract, transaciion or olher undertaking lo which this EDS pertains (referred to below as the "Matter"), a direct or indirect inlerest in excess of 7.5% in the Applicanl. Slate the Applicant's legal name: Montrose and Clarendon, LLC

_ _

3. [~] a legal entity with a direct or indirect right ofcontrol ofthe Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right ofcontrol:



C. Telephone: (312)228-6555 pax: Email: davld.barra(@pglm.com



F. Brief description of the Matter lo which this EDS pertains. (Include project number and location of property, ifapplicable):



Iflhe Matter is a contract being handled by the Cily's Department of Procurement Services, please complete the following:

Specification # and Conlract #

Ver.2018-1 Paee 1 of 15

SECTION II ~ DISCLOSURE OF OWNERSHIP INTERESTS

A. NA fURE OF THE DISCLOSING PARTY

1. Indicale the naiure of the Disclosing Pai-ty:

• • erson [/] Limited liability company Publicly registered business corporation Q Limited liability partnership Privately held business corporalion Joint venture Sole proprietorship Q Nol-tbr-profit coi-poration General partnership (Is the not-for-profit corporalion also a 501(c)(3))? Liniited partnership Yes Q No Trust Olher (please specify)

2. For legal entities, the stale (or foreign country) of incorporation or organizafion, if applicable:

Delaware

3. For legal enlilies nol organized in the Stale of Illinois: Flas the organization registered to do business in the Slate oflllinois as a foreign entity?

[~[ Yes [ / ] No Q Organized in Illinois


1. List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, i f any, which are legal entities (if there are no such members, write "no niembers which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day managemenl ofthe Applicant.



2. Please provide the following information concerning each person or legal entity having a direct or indirect, curtent or prospective (i.e. within 6 monihs after Cily action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicanl. Examples of such an inlerest include shares in a corporalion, partnership interesl in a partnership or joint venture, inlerest of a member or manager in a

Ver.2018-1 Page 2 of 15

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

NOTE: Each legal entily lisied below may be required lo submil an EDS on ils own behalf.

Name Business Address Percentage Interesl in the Applicanl See attached Schedule B

SECTION HI ~ INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY E L E C T E D OFFICIALS

Has the Disclosing Party provided any income or compensation lo any City elected official during the 12-inonth period preceding the dale ofthis EDS? Yes [ / ] No

Does the Disclosing Party reasonably expect lo provide any income or compensation to any City elected official during the 12-nionlh period following the date ofthis EDS? Yes [ / | No



, [ ] Yes g No

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

SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Parly has retained or expects to retain in conneciion with the Matter, as well as the naiure of the relalionship, and the total amount ofthe fees paid or estimated lo be paid. The Disclosing Party is nol required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Iflhe Disclosing Parly is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the Cily whether disclosure is required or make the disclosure.

Ver.2018-1 Page 3 of 15

Name (indicate whether Business Relalionship lo Disclosing Party Fees (indicale whether retained or anticipated Address (subcontraclor, attorney, paid or estimated.) NOTE: to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is

nol an acceptable response.


[/] Check here iflhe Disclosing Party has not retained, nor expects to retain, any such persons or enfities.



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


• Yes Q N o [ 7 ] N O person direcfiy or indirectly owns 10% or more ofthe Disclosing Party..

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

[ ] Yes [ ] No


1. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Departinent of Procuremenl Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entily [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a conlract in progress).

2. The Disclosing Party and its Affiliated Enfities are not delinquent in the payinent of any fine, fee, tax or other source of indebtedness owed to the City ofChicago, including, but nol limited to, water and sewer charges, license fees, parking tickeis, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

Ver.2018-1 Page 4 of 15

3. 'fhe Disclosing Party and, iflhe Disclosing Party is a legal entily, all oflhose persons or entities identified in Section 1I(B)(1) of this EDS:

a. are not presently debarred, suspended, proposed for debarment, declared ineligible or volunlarily excluded from any transactions by any federal, slate or local unil of government;

b. have nol, during the 5 yeai-s before the dale ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in conneciion with: obiaining, allempting to obtain, or perfonning a public (federal, slate or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; thefl; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;

c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, slate or local) with committing any of the offenses set forth in subparagraph (b) above;

d. have nol, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, slate or local) terminated for cause or default; and

e. have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil aciion, including actions conceming environmental violations, instituted by the City or by the federal government, any stale, or any other unit of local government.

4. The Disclosing Parly understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Govemmental Ethics).

5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contraclor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Reiained Parties"); • any "Affiliated Enlity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or enlity). Indicia ofcontrol include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization ofa business entity following the ineligibility of a business entity to do business wilh federal or state or local govemment, including the City, using substantially the same management, ownership, or principals as the ineligible enlity. With respect to Contractors, the tei-m Affiliated Entity means a person or entity that directly or indirectly conli-ols the Contractor, is controlled by it, or, wilh the Contractor, is under common control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Enlily or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entily, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Parly, any Contractor or any Affiliated Entily (collecfively "Agents").

Ver.2018-1 Paee 5 of 15

Neither the Disclosing Parly, nor any Contraclor, nor any Affiliated Entity of eiihcr the Disclosing Party or any Conlractor, nor any Agenls have, during the 5 years before the date ofthis EDS, or, wilh respect to a Contractor, an Affiliated Entity, or an Alfiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in conneciion with the Matier:

a. bribed or attempted lo bribe, or been convicied or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State oflllinois, or any agency of the federal govemmenl or ofany slate or local government in the United States of America, in that officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicied or adjudged guilty of agreemeni or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement lo bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, bul have nol been prosecuted Ibr such conduct; or

d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Mininium Wage Ordinance).

6. Neither the Disclosing Parly, nor any Affiliated Entity or Contraclor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of slate or local govemment as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violafion of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.


8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is cuiTently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanenl compliance fimeframe supersedes 5-year compliance limeframes in this Seclion V.

9. [FOR APPLICANT ONLY] The Applicanl and its Affiliated Entifies will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in conneciion with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such

Ver.2018-1 Page 6 of 15

contractor/subcontractor lhal does not provide such certifications or lhal the Applicanl has reason to believe has nol provided or cannol provide truthful cerlificalions.

11. Iflhe Disclosing Parly is unable to certify lo any ofthe above slatemenls in this Part B (Further Certifications), the Disclosing Party must explain below:

Iflhe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed lhat the Disclosing Parly certified to the above slalemenls.

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

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



Q is [/] is not

a 'Tmancial inslitution" as defined in MCC Secfion 2-32-455(b).

2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges: "We are nol and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We undersiand lhal becoming a predatory lender or becoming an affiliale ofa predatory lender may result in the loss ofthe privilege of doing business wilh the Cily."

Ver.2018-1 Page 7 of 15

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

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



1. In accordance wilh MCC Section 2-156-110: 'fo the best of the Disclosing Parly's knowledge afler reasonable inquiry, does any official or employee ofthe Cily have a financial interest in his or her own name or in the name of any other person or enlily in the Matter?

Yes | / ] No

NOTE: Ifyou checked "Yes" to Item D(l), proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed lo Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning ofthis Part D.

Does the Matter involve a Cily Property Sale?

• Yes Q N o

3. I fyou checked "Yes" to Item D(l) , provide the names and business addresses of the City officials or employees having such financial inlerest and identify the nature ofthe financial interest:



Ver.2018-1 Page 8 of 15


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

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

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


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


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

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

2. The Disclosing Party has nol spent and will nol expend any federally approprialed funds lo pay any person or entity listed in paragraph A( l ) above for his or her lobbying acfivities or to pay any person or enlity to influence or attempt to influence an officer or employee ofany agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee Ver.2018-1 Page 9 of 15

ofa member of Congress, in connection with the award of any federally funded conlract, making any federally funded granl or loan, entering inlo any cooperalive agreement, or to extend, continue, renew, amend, or modify any federally funded contract, granl, loan, or cooperative agreemeni.

3. The Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event lhat materially affecls the accuracy ofthe slatemenls and information set forlh in paragraphs A(l) and A(2) above.

4. The Disclosing Party certifies that either: (i) it is nol an organization described in section 501(c)(4) ofthe Intemal Revenue Code of 1986; or (ii) it is an organizafion described in seclion 501(c)(4) of the Internal Revenue Code of 1986 bul has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. I f the Disclosing Party is the Applicanl, the Disclosing Party must obtain certifications equal in form and subslance lo paragraphs A( l ) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must mainlain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available lo the City upon request.

B. CERTIFICA'nON REGARDING EQUAL EMPLOYMENT OPPORTUNITY


Is the Disclosing Party the Applicanl? • Yes Q No


1. Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulafions? (See 41 CFR Part 60-2.)

Q Yes • No

2. Have you filed wilh the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

I I Yes • No Q Reports not required


• Yes • No

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

Vcr.2018-1 PagelOoflS



A. The certifications, disclosures, and acknowledgments contained in this EDS will become part ofany contract or other agreement between the Applicanl and the City in connection wilh the Matter, whether procurement, Cily assistance, or olher City aciion, and are material inducements lo the City's execution ofany conlract or taking olher aciion with respect to the Matier. The Disclosing Party underslands lhal it must comply wilh all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Govemmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text ofthis ordinance and a training program is available on line at www.cilvofchicago.org/Elhics. and may also be obtained from the Cily's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must coinply fully wilh this ordinance.

C. Iflhe Cily determines that any informalion provided in this EDS is false, incomplete or inaccurate, any contract or olher agreement in connection wilh which il is submitted may be rescinded or be void or voidable, and the Cily may pursue any remedies under the contract or agreemeni (if not rescinded or void), al law, or in equity, including terminating the Disclosing Party's participation in the Matier and/or declining to allow the Disclosing Parly lo participate in other City Iransactions. Remedies al law for a false statement of material fact may include incarceration and an award to the City of treble damages.

D. It is the City's policy lo make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection wilh the public release of informafion contained in this EDS and also authorizes the City to verify the accuracy ofany informafion submitted in this EDS.

E. The information provided in this EDS must be kept cuirent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (1) warranis lhal he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) wairants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.


(Print or type exact legal name of Disclosing Parly)

See Attached By (Sign here)




al County, (stale).

Noiary Public

Commission expires:

Ver.2018-1 Page 12 of 15


C!; ' I ICATION Ui-v j'cnally of perjury, the person signing below: (I) w;!-ex.-. • I'lis EDS, and all applicable Appendices, on behalf o!' tli: • : . i iincations and statements contained in this EDS, and ac - : liiid complete as of the date furnished to the City; an a!', ' :• oath and acknowledges same, that submission of tlv. t!: ' . :i :sociated with notarization.

PRISA I I I I i ivi liability compan;

By:

By:

By:

By:

By:

'.s lhat he/she is ai) i )isclosing Parly, ; plicable Append: •eing apprised oi

> form shall cons!

PRISA i i ; : limited pa

PRISA 111 liability c -•

PRISA i : partners:

PRISA 111 i . liability cum

PRISA limited 1'

i(s, LLC, a {)<:

n' Operafing Ll ' , . ; -hip, its sole meivh

' GP, LLC, a Dcla\'. .i:-iy, its gencnil n;';-

•:: d LP, a DclMv . manager

idOP, LLC,aDelav lany, its general pan;

:.:-J PIM, L1..C, • company, its soi.

ed to rants

: true, i l l l o f

'long

iled

.vare

nitcd

ted

inited

•vare !.T

PGIM sole mc

By:

By: Name: Davi Title: Vice Pr

New Jersey cor; its


APPENDIX A



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

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


• Yes [7|No

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

Ver.2018-1 Page 13 of 15


APPENDIX B


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

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

• Yes 0 No

2. I f the Applicanl is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scoffiaw or problem landlord pursuant to MCC Seclion 2-92-416?

I I Yes • No [/] The Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


This Appendix is lo be completed only by an Applicanl that is completing Ihis EDS as a "contractor" as defined in MCC Seclion 2-92-385. That seclion, which should be consulted (www.amlegal.com), generally covers a parly lo any agreement pursuant lo which they: (i) receive Cily ofChicago funds in consideration for services, work or goods provided (including for legal or olher professional services), or (ii) pay the Cily money for a license, grant or concession allowing them to conduct a business on Cily premises.

On behalf of an Applicant lhal is a conlractor pursuant lo MCC Secfion 2-92-385,1 hereby certify lhat the Applicant is in compliance with MCC Seclion 2-92-385(b)(l) and (2), which prohibil: (i) screening job applicanls based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify lhat the Applicant has adopted a policy that includes those prohibitions.

• Yes

• No

p~[ N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.



Vcr.20I8-l Page 15 of 15


Title









Name






PRISA 111 Fund LP



PGIM, Inc. Sole Member of PRISA III Fund PIM, LLC [PGIM, Inc is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]


BASIM74160669.I



Fntity/lndividual Business Address Ownership Interest Montrose and Clarendon Iloldings, LLC

c/o The Harlem Irving Companies, Inc. 4104 N. Marlcm Ave.'' Norridge, IL 60706

100% (Direct)



15% (Indirect)



85% (Indirect)


85% (Indirect)



85% (Indirect)

PRISA (II Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)


80.75% (Indirect)



9.99% (Indirect)

"State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

r:ASni74160669.


AND AFFIDAVIT


A. Legal name ofthe Disclosing Party subniilling this EDS. Include d/b/a/ ifapplicable:



Indicate whether the Disclosing Parly submitting this EDS is: 1. • the Applicanl

OR 2. • a legal entity cuiTently holding, or anticipated to hold within six months after City action on

the conlract, transaction or other undertaking lo which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal name:

OR 3. [ / ] a legal entity with a direct or indirect right ofcontrol of the Applicant (see Seclion 11(B)(1))

State the legal name ofthe entily in which the Disclosing Party holds a right of control: PRISA 111 REIT Operating LP



C. Telephone: (312)228-6555 -pax: Email: [email protected]

D. Name of conlaci person: David Barra

E. Federal Employer Identification No. (ifyou have one):

F. Briefdescription ofthe Matter to which this EDS pertains. (Include project number and location of property, i f applicable):





Ver.2018-1 Page 1 of 15

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS


. Indicate the nature ofthe Disclosing Party:

• Person [/] Limited liability company Publicly registered business corporation • Limited liability partnership Privately held business corporation • Joint venlure Sole proprietorship • Not-for-profit corporation General partnership (Is the not-for-profit corporalion also a 501 (c)(3))? Limiled partnership • Y e s | |No Trust • Olher (please specify)

2. For legal enfities, the slate (or foreign country) of incorporation or organization, ifapplicable:

Delavi are

3. For legal entities nol organized in the Slate oflllinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

I I Yes [ / ] No • Organized in Illinois


I . List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, i f any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day managenient of the Applicant.

NOTE: Each legal enlity listed below must submit an EDS on ils own behalf.


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


limiled liabilily company, or interest ofa beneficiary ofa trust, estate or other similar entity. If none, stale "None."

NOTE: Each legal entily listed belovv may be required lo submit an EDS on ils own behalf.

Name Business Address Percentage Interest in the Applicanl See attached Schedule B


l ias the Disclosing Party provided any income or compensation lo any Cily elected official during the 12-month period preceding the dale of this EDS? • Yes [ / ] No

Does the Disclosing Party reasonably expect lo provide any income or compensafion to any City elected official during the 12-monlh period following the date ofthis EDS? • Yes [/] No

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

Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2~ 156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?

Yes |7] No

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


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

Vcr.2018-1 Paiie3ofl5


Relalionship to Disclosing Parly (subcontractor, attorney, lobbyisl, etc.)

Fees (indicale whether paid or estimated.) NOTE: "hourly rate" or "t.b.d." is


(Add sheels if necessary)

[/] Check here iflhe Disclosing Party has nol retained, nor expects to retain, any such persons or enlilies.



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

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in aiTearage on any child support obligations by any Illinois court of competent jurisdiction?

• Yes • N o [7]NO person directly or indirectly owns 10% or more ofthe Disclosing Party.


• Yes • No


1. [This paragraph 1 applies only iflhe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or enfity with legal, auditing, invesligative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickeis, property taxes and sales taxes, nor is the Disclosing Party delinquenl in the payment ofany tax administered by the Illinois Department of Revenue.

Vcr.2018-1 Page 4 of 15

3. The Disclosing Parly and, iflhe Disclosing Party is a legal enlity, all oflhose persons or enlilies identified in Section I1(B)(1) of this EDS:

a. are not presently debarred, suspended, proposed for debannent, declared ineligible or volunlarily excluded from any transactions by any federal, state or local unit of government;

b. have not, during the 5 years before the date ofthis EDS, been convicied ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection wilh: obiaining, attempting to obtain, or performing a public (federal, slate or local) transaction or contract under a public transaction; a violation of fedet-al or slate antitrust statutes; fraud; embezzlement; thefl; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;

c. are nol presently indicted for, or criminally or civilly charged by, a governmental enlily (federal, slate or local) with committing any ofthe offenses set forth in subparagraph (b) above;

d. have not, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, stale or local) terminated for cause or default; and

e. have not, during the 5 years before the dale of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including acfions conceming environmental violations, instituted by the City or by the federal government, any stale, or any other unil of local government.

4. The Disclosing Party underslands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Govemmental Ethics).

5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Seclion IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Enlity" (meaning a person or entity lhat, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia ofcontrol include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility ofa business entity to do business with federal or state or local government, including the Cily, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entily means a person or entily lhat directly or indirectly controls the Contractor, is controlled by i l , or, with the Contractor, is under common control of another person or entily; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Enlity, acting pursuant lo the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Enlity (collectively "Agenls").

Ver.2018-1 Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entily of eiihcr the Disclosing Parly or any Contractor, nor any Agenls have, during the 5 years before the date ofthis EDS, or, wilh respect to a Contractor, an Affiliated Entily, or an Affiliated Entity ofa Contractor during the 5 years before the dale of such Contractor's or Affiliated Entity's contract or engagement in conneciion wilh the Matter:

a. bribed or allempled lo bribe, or been convicied or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the Stale oflllinois, or any agency of the federal governinent or ofany state or local government in the United States of America, in that officer's or employee's official capacity;

b. agreed or colluded wilh olher bidders or prospective bidders, or been a party to any such agreement, or been convicied or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagraph (a) or (b) above lhat is a matter of record, but have not been prosecuted for such conduct; or

d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debai-ment Regulations); or (a)(6)(Minimum Wage Ordinance).

6. Neilher the Disclosing Party, nor any Affiliated Entity or Conlractor, or any of their employees, officials, agents or partners, is barred from contracting wilh any unit of slate or local government as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America lhat contains the same elements as the offense of bid-rigging or bid-rotating.

7. Neilher the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery,-perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, lhal Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Seclion V.

9. [FOR APPLICANT ONLY] The Applicant and ils Affiliated Entifies will not use, nor permit their subconlraclors lo use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Managenient ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certitlcations equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such

Ver.2018-1 Page 6 of 15

contractor/subcontractor lhal does not provide such certifications or that the Applicanl has reason to believe has not provided or cannot provide trulhful certifications.

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

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

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

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



I I is (/] is not

a "financial institution" as defined in MCC Section 2-32-455(b).

2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges: "We are nol and will nol become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliale ofa predatory lender may result in the loss of the privilege of doing business with the City."

Ver.2018-1 Page 7 of 15

Iflhe Disclosing Parly is unable lo make this pledge because il or any of ils affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender wiihin the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

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



1. In accordance with MCC Seclion 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquii-y, does any official or employee of the City have a financial interest in his or her own name or in the name of any olher person or enlity in the Matter?

• Yes [7] No


2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entily in the purchase ofany property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Mailer involve a City Property Sale?

• Yes • No

3. Ifyou checked "Yes" to Item D(l), provide the names and business addresses ofthe Cily officials or employees having such financial interest and identify the nature of the financial interest:


4. The Disclosing Parly further certifies that no prohibited financial interest in the Matier will be acquired by any Cily official or employee.

Ver.2018-1 Page 8 oflS


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

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

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


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



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

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

_of a member of Congress, in connection with the award ofany federally funded conlract, making any federally funded grant or loan, entering inlo any cooperalive agreement, or lo extend, continue, renew, amend, or modify any federally funded contract, granl, loan, or cooperalive agreemeni.

3. The Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event lhal materially affecls the accuracy ofthe statements and information set forlh in paragraphs A( l ) and A(2) above.

4. The Disclosing Parly certifies that either: (i) il is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Intemal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. Iflhe Disclosing Parly is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A( l ) Ihrough A(4) above from all subcontractors before it awards any subcontract and the Disclosing Parly must maintain all such subcontractors' certifications for the durafion ofthe Matter and must make such certifications promptly available to the City upon request.


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

Is the Disclosing Party the Applicanl? • Yes • No



• Yes • No

2. Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

I I Yes • No • Reports not required

3. Have you participated in any previous contracts or subconlracts subject to the equal opportunity clause?

• Yes • No


Vcr.2018-1 Page 10 of 15

SECTION VII -- FURTIIER ACKNOWLEDGMENTS AND CERTIFICATION


A. The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or olhcr agreement between the Applicanl and the City in conneciion with the Matter, whether procurement. City a.ssistance, or other Cily acfion, and are material inducemenls to the City's execution ofany contract or taking other aciion with respeci lo the Matter. The Disclosing Party underslands lhat il must comply with all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text ofthis ordinance and a training program is available on line at mvw.cityofchicago.org/Ethics, and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully wilh this ordinance.

C. Iflhe City determines that any information provided in this EDS is false, incomplete or inaccurate, any conlract or other agreement in connection wilh which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the conlract or agreeinent (if not rescinded or void), al law, or in equity, including terminating the Disclosing Parly's participation in the Matter and/or declining to allow the Disclosing Party to participate in olher City transactions. Remedies at law for a false statement of material fact may include incarceration and an award lo the Cily of treble damages.

D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended lo, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connecfion with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any infoi-mation submitted in this EDS.

E. The information provided in this EDS must be kept cun-ent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Secfion 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (1) warrants that he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Parly, and (2) warrants that all cerlificalions and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.


(Print or lypc exact legal name ofDisclosing Party)

3y. See Attached (Sign here)




at County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15


C! in IFICATION U: Lr penalty ofperjury, the person signing below: (I) warrants that he/she is a ized to e.x -'cute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, L . arrants that all certifications and statements contained in this EDS, and all applicable Appendix. . are true, accurate and complete as of the date furnished to the City; and (3) being apprised of; . form of al:ernnlive oath and acknowledges same, that submission ofthe EDS fonn shall constii; • .• making the o;i;!i associated with notarization.

PRISA I I I OP GP, LLC, a Delavv limited liability company

By: PRISA 111 Fund LP, a Delaw;:., limited partnership, its manager

By: PRISA III Fund GP, LLC, a Dela' .• limited liability company, its general pari .

By: PRISA III Fund PIM, LLC, L; ;)elaware limited liability company, its sole : , niber

By: PGIM, Inc., a New Jersey corp;-Lition, its sole

Name: David J. Barra Title: Vice President


APPENDIX A



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

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

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

• Yes • No

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

Vcr.2018-1 Page 13 of 15


APPENDIX B


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

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

• Yes [7] No

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

[ I Yes | / | The Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


This Appendix is lo be completed only by an Applicant lhat is complefing this EDS as a "contractor" as defined in MCC Seclion 2-92-385. That seclion, which should be consulted (www.amlegal.com), generally covers a parly lo any agreemeni pursuant to which they: (i) receive Cily ofChicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, granl or concession allowing them to conduct a business on City premises.

On behalf of an Applicanl lhal is a contractor pursuant to MCC Seclion 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Seclion 2-92-385(b)(l) and (2), which prohibil: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from cun-ent or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.

[JYes

• No

I I N/A - 1 am not an Applicant that is a "conlractor" as defined in MCC Seclion 2-92-385.

This certification shall serve as the affidavit required by MCC Seclion 2-92-385(c)(l).


Vcr.2018-1 Page 15 of 15


Title




Sole Member of PRISA III Investments; LLC



General Partner of PRISA 111 Fund LP


Name






PRISA III Fund LP



PGIM, Inc. Sole Member of PRISA III Fund PIM, LLC [PGIM, Inc. Is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]


EASIM 74160669.1



Ent i ty / Indiv i t lual Business Addrcs.s Ownership Interest

Montro.se and Clarendon i loldings, LLC


100% (Direct)



15% (Indirect)



85% (Indirect)


85% (Indirect)



85% (Indirect)

PRLSA II I Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison. NJ 07490

80.75% (Indirect)

PRISA I I I Fund LP c/o PGIM Real Estate 7 Giralda Farms Madison, NJ 07490

80.75% (Indirect)

State Board o f Administration o f Florida


9.99% (Indirect)

"State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1 (a) and Rule 1 (c), no further disclosure is required.

iAST\I74l60669.1


AND AFFIDAVIT

SECTION I ~ GENERAL INFORMATION

A. Legal name ofthe Disclosing Party submilling this EDS. Include d/b/a/ if applicable:



Indicate whether the Disclosing Parly submitting this EDS is: 1. Q the Applicant

OR 2. [ / ] a legal enfity currently holding, or anticipated to hold wiihin six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (refen-ed to below as the "Matier"), a direci or indirect inlerest in excess of 7.5% in the Applicanl. State the Applicant's legal name: Montrose and Clarendon, LLC _ _ _

3. Q a legal entity with a direct or indirect right ofcontrol ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entily in which the Disclosing Party holds a right of control:

B-. Business address of the Disclosing Party: c/o PGIM Real Estate


C. Telephone: (312)228-6555 p Lx: Email: clavid.barra(gpgim.com


E. Federal Employer Identification No. (if you have one): -j -





Specification #, and Conlract #




I . Indicate lhe nature of the Disclosing Party:

Person Q Limited liability company Publicly registered business corporation Q Limiled liabilily partnership Privately held business corporation Q Joint venture Sole proprietorship Q Not-for-profit corporalion General partnership (Is the not-for-profit corporation also a 501(c)(3))?

7] Limiled partnership Q Yes No Trust I I Olhcr (please specify)


Delaware

3. For legal, entities not organized in the State oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

I I Yes [ / ] No Q Organized in Illinois


1. List below the full names and titles, ifapplicable, of: (i) all execufive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, i f any, which are legal entifies (if there are no such members, write "no members which are legal enfities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entily that directly or indirectly controls the day-to-day management of the Applicant.



2. Please provide the following information concerning each person or legal entily having a direci or indirect, curtent or prospective (i.e. wiihin 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicanl. Examples of such an interest include shares in a corporation, partnership interesl in a partnership or joint venlure, interest ofa member or manager in a

Ver.2018-1 Page 2 of 15

limited liabilily company, or inlerest of a beneficiary ofa trust, cslale or other similar entily. If none, state "None."

NOTE: Each legal enlily listed below may be required to subniit an EDS on its own behalf.



Has the Disclosing Parly provided any income or compensation to any City elected official during the 12-inonlh period preceding the date of this EDS? Yes [ / ] No

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


Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Parly?

[ ] Yes [7| No

I f "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domesfic partner(s) and describe the financial intei-est(s).

SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

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

Ver.2018-1 Page 3 of 15

Name (indicale whether Business rciained or anticipated Address to be reiained)

Relalionship to Disclosing Party (subcontractor, attorney, lobbyisl, etc.)

Fees (indicale whether paid or estimated.) NOTE: "hourly rate" or "l.b.d." is



[/] Check here iflhe Disclosing Party has not retained, nor expects lo retain, any such persons or enlilies.



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


• Yes Q N o [ / ] N O person directly or indirectly owns 10% or more ofthe Disclosing Party.


Q Yes [ ] No


1. [This paragraph 1 applies only i f the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date ofthis EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, invesligative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors refomi their business practices so they can be considered for agency contracts in the future, or continue wilh a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment ofany fine, fee, tax or other source of indebtedness owed to the Cily of Chicago, including, bul nol liinited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment ofany tax administered by the Illinois Department of Revenue.

Ver.2018-1 Page 4 of 15

3. The Disclosing Parly and, iflhe Disclosing Parly is a legal entity, all oflhose persons or enlilies ideiitiried in Seclion 11(B)(1) ofthis EDS:

a. are nol presently debarred, suspended, proposed for debannent, declared ineligible or voluntarily excluded from any transactions by any federal, stale or local unil of government:

b. have not, during the 5 years before the date ofthis EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgment rendered against them in conneciion with: obtaining, allempting lo obtain, or performing a public (federal, slate or local) transaciion or contract under a public transaciion; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen properly;

c. are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;

d. have nol, during the 5 years before the date ofthis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and

e. have not, during the 5 years before the date ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions conceming environmental violations, insfituted by the City or by the federal government, any state, or any other unit of local government.


5. Certifications (5), (6) and (7) concern: • the Disclosing Party; • any "Conlractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Seclion IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entily" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia ofcontrol include, without limitation: interlocking management or ownership; identity of interests among faniily members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or slate or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Enlity means a person or entity that directly or indirectly controls the Conlractor, is controlled by it, or, with the Contractor, is under common control of another person or entity; • any responsible official ofthe Disclosing Party, any Conlractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Conlractor or any Affiliated Entity, acting pursuant to the direcfion or authorization of a responsible official ofthe Disclosing Party, any Contraclor or any Affiliated Entily (collectively "Agenls").

Ver.2018-1 Page 5 of 15 .

Neither the Disclosing Party, nor any Contraclor, nor any Affiliated Entity of either the Disclosing Parly or any Conlractor, nor any Agents have, during the 5 years before the dale ofthis EDS, or, wilh respect lo a Contractor, an Affiliated Entity, or an Affiliated Enlily ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagenienl in conneciion wilh the Matter:

a. bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthe City, the Stale oflllinois, or any agency ofthe federal government or ofany slate or local government in the United Slates of America, in lhal officer's or employee's official capacity;

b. agreed or colluded wilh other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreemeni lo bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagraph (a) or (b) above lhal is a matter of record, bul have not been prosecuted for such conduct; or

d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Conli-acls Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Entity or Conlractor, or any of their employees, officials, agents or partners, is barred from contracting wilh any unit of slate or local government as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotating in violafion of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.


8. [FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Secfion V.

9. [FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in conneciion with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such

Ver.2018-] Page 6 of 15

contractor/subcontractor lhat does nol provide such certifications or lhal the Applicanl has reason lo believe has nol provided or cannot provide truthful certifications.

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

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

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

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



Q is [ /] is not

a "financial institution" as defined in MCC Section 2-32-455(b).

2. Iflhe Disclosing Party IS a financial institufion, then the Disclosing Parly pledges:

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

Ver.2018-1 Page 7 of 15

Iflhe Disclosing Party is unable to make this pledge because it or any of ils affiliates (as defined in MCC Seclion 2-32-455(b)) is a predatory lender wiihin the ineaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

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



1. In accordance with MCC Secfion 2-156-110: To the best ofthe Disclosing Parly's knowledge afler reasonable inquiry, does any official or employee ofthe Cily have a financial interest in his or her own name or in the name of any other person or enlily in the Matter?

• Yes |7] No

NOTE: Ifyou checked "Yes" to Item D(l), proceed lo Items D(2) and D(3). Ifyou checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.

2. Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany olher person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collecfively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning ofthis Part D.


• Yes • No

3. If you checked "Yes" to Item D(l), provide the nanies and business addresses of the City officials or employees having such financial interest and identify the naiure ofthe financial inlerest:



Ver.2018-1 Page 8 of 15

E. CERflFlCATION REGARDING SLAVERY ERA BUSINESS

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

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

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

SECTION VI -- CERTIFICATIONS FOR F E D E R A L L Y FUNDED MATTERS

NOTE: I f the Matter is federally funded, complele this Section VI. I f the Matter is not federally funded, proceed to Section VII . For puiposes ofthis Section VI , tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.



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

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

ofa member of Congress, in conneciion with the award ofany federally funded contract, making any federally funded granl or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.

3. The Disclosing Party will submit an updated certification al the end of each calendar quarter in which there occurs any event that materially affecls the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.

4. The Disclosing Party certifies lhal either: (i) il is nol an organization described in secfion 501(c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) oflhc Internal Revenue Code of 1986 bul has nol engaged and will not engage in "Lobbying Activities," as lhat term is defined in the Lobbying Disclosure Acl of 1995, as amended.

5. I f the Disclosing Party is the Applicant, the Disclosing Parly must obtain certifications equal in form and subslance to paragraphs A( l ) Ihrough A(4) above from all subcontractors befoi-e il awards any subcontract and the Disclosing Party must niaintain all such subcontractors' cerlificalions for the duration ofthe Matter and must make such certifications promptly available to the Cily upon request.


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




Q Yes • No

2. Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?

I I Yes 1 ^ No ^Reports not required

3. Have you participated in any previous contracts or subcontracts subject lo the equal opportunity clause?

• Yes • No

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

Ver.2018-1 Page 10 of 15

SECTION VI I ~ FURTHER ACKNOWLEDGMENTS AND CERTIFICATION


A. The certifications, disclosures, and acknowledgments conlained in this EDS will become part ofany contract or other agreement between the Applicanl and the City in connection with the Matter, whether procurement, Cily assistance, or other City aciion, and are material inducements to the Cily's execution ofany contract or taking olher action wilh respect lo the Matier. The Disclosing Party understands lhal il must coinply with all statutes, ordinances, and regulations on which this EDS is based.

B. The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligafions on persons or entities seeking Cily contracts, work, business, or transactions. The full text ofthis ordinance and a training program is available on line at www.cilvofchicago.org/Ethics, and may also be obtained from the Cily's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully wilh this ordinance.

C. If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any conli-acl or other agreemeni in connecfion wilh which il is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the conlract or agreement (if not rescinded or void), al law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party lo participate in other Cily transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the Cily of treble damages.

D. It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Infomiation Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which il may have against the City in conneciion with the public release of informalion contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept curtent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. I f the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: Wilh respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

Under penally ofperjury, the person signing below: (1) waiTants lhal he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) wairants that all certifications and statements conlained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe dale furnished to the Cily.

PRISA III REIT Operating LP (Print or type exact legal name ofDisclosing Party)

gy. See Attached (Sign here)




at County, (state).

Notary Public

Commission expires:

Ver.2018-1 Page 12 of 15


CF! Un-,; c.xc; thai

altc: the (

D::;

i i ! ICATION penalty of perjury, the person signing below: (I) w; • this EDS, and all applicable Appendices, on bchali'i:

' certifications and statements contained in this EDS, aii J :!e and complete as of the date furnished to the City; a;:

ive oath and acknowledges same, that submission ofi'r. :\ associated with notarization.

:)Hs that he/she is aiitf, :i.:'.cd to : Disclosing Party, (2) irants

' ;'.nplicable Appendice.';. .rclrue, i) being apprised of thr :';)rm of : )S form shall constitut . making

PRISA I I I R i : n partnership

ijicrating LP, a Delawai c iiiiiited

By: PRISA liability

0^' GP, LLC, a Delawa:. iiniited ;!'i'any, its general partner

By: PRISA i partner; '-:

und LP, a Delawa:-• -iniited :< manager

By: PRISA J liability

:"iu GP, LLC, a Delawa:, limited . : : '!y, its general partne:

By: PRISA i limited I;

iind PIM, LLC, a ].)c!aware ! v company, its sole n^' -.--.her

By: PGl sole'

By: Name: David .). v: Title: Vice Pres; :

cw Jersey corpoi:s:i n, its

gnv':'^ M343 1


APPENDIX A



Under MCC Seclion 2-154-015, the Disclosing Parly must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof cun-ently has a "familial relalionship" wilh any elected cily official or department head. A "familial relalionship" exLsts if, as of the dale this EDS is signed, the Disclosing Party or any "Applicable Parly" or any Spouse or Domestic Partner thereof is related to the mayor, any aldemian, the cily clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, slepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all execufive officers of the Disclosing Party listed in Section II.B.I.a., i f the Disclosing Party is a corporafion; all partners of the Disclosing Party, if the Disclosing Parly is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, iflhe Disclosing Party is a limited liabilily company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operaiing officer, execufive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

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

• Yes 0 No

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

Ver.20l8-1 Page 13 of 15


APPENDIX B


This Appendix is to be completed only by (a) the Applicanl, and (b) any legal entily which has a direct ownership interest in the Applicanl exceeding 7.5% (an "Owner"). It is nol to be completed by any legal entity which has only an indirect ownership interest in the Applicanl.

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

• Yes 0 No

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

•JYes • No [ / j The Applicant is nol publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


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

On behalf of an Applicant lhat is a contraclor pursuant lo MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibil: (i) screening job applicants based on their wage or salai-y history, or (ii) seeking job applicants' wage or salary history from cuiTcnt or former employers. I also certify that the Applicant has adopted a policy lhat includes those prohibitions.

QYes

• No

• N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.

This certification shall serve as the affidavit required by MCC Secfion 2-92-385(c)(l).

Ifyou checked "no" to the above, please explain.

Ver.2018-1 Page 15 of 15


Name






PRISA III Fund LP



PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance v ith Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required.]

Title










EASTM 74160669.1



Kntitv/lndividual Business .Address Ownership Interest Montrose and Clarendon Holdings, LLC


100% (Direct)



15% (Indirect)



85% (IndirecO


85% (Indirect)



85% (Indirect)


80.75% (Indirect)


80.75%) (Indirect)



9.99% (Indirect)

'State Board of Administration of Florida is an instrumentality ofthe State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Flonda. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

F.ASIM 74160669.1


AND AFFIDAVIT

SECTION I ~ GENERAL INFORMATION


Montrose Clarendon Partners, LLC


Indicale whether the Disclosing Party subniilling this EDS is: 1. [ ] the Applicanl

OR 2. [x] a legal entity currently holding, or anticipated to hold within six months after City action on

the contract, transaction or other undertaking to which this EDS pertains (referred to below as the "Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. Stale the Applicant's legal name: Montrose and Clarendon, LLC

OR 3. [ ] a legal entity with a direct or indirect right ofcontrol Of the Applicant (see Section 11(B)(1))

State the legal name of the entily in which the Disclosing Party holds a right ofcontrol:

B. Business address ofthe Disclosing Parly: 4i04 North Hariem Avenue

Norridoe. IL 60706

C. Telephone: 012) 642-0850 Fax: 012) 642-9696 Emai l : lqerlach(a)harlemirvinq.com

D. Name o f conlact person: Law rence A. Gerlach

E. Federal Employer Idcnfification No. (if you have one):

F. Briefdescription ofthe Matter to which this EDS pertains. (Include project number and location of property, ifapplicable):

Amendment to Planned Development No. 138 with respect to property located at 4400-24 and 4401-15 North Clarendon Avenue

G. Which City agency or department is requesting this EDS? Department of Planning and Development



Ver.2018-1 Paee 1 of 15

SECTION II - DISCLOSURE OF OWNERSHIP IN FERESTS

A. NAfURE OF THE DISCLOSING PARTY

1. Indicate the nature ofthe Disclosing Parly: [ ] Person |x ] Limiled liability company [ ] Publicly registered business corporation [ | Limited liability partnership I I Privately held business corporalion [ ] Joint venlure [ ] Sole proprielorship [ ] Not-for-profit corporation [ ] General partnership (Is the not-for-profit corporalion also a 501(c)(3))? [ ] Limited partnership [ ] Yes [ ] No [ ] Trust [ ] Other (please specify)

2. For legal enlilies, the state (or foreign country) of incorporation or organization, if applicable:

Illinois

3. For legal enfities not organized in the Stale oflllinois: Has the organization registered to do business in the State oflllinois as a foreign entity?

[ ] Yes [ ] No [x] Organized in Illinois


1. List below the full names and titles, ifapplicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-prorit corporations, all niembers, i f any, which are legal entities (if there are no such inembers, write "no members which are legal enfities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or liniited partnerships, liniited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.

NOTE: Each legal enlily lisied below must submit an EDS on its own behalf.


2. Please provide the following infornialion concerning each person or legal entity having a direct or indirect, current or prospecfive (i.e. wiihin 6 monihs after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicanl. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interesl ofa member or manager in a

Ver.2018-1 Page 2 of 15

limited liabilily company, or interesl ofa beneficiary ofa trust, estate or olher similar enlity. If none, stale "None."

NOTE: Each legal entity lisied belovv may be required lo submit an EDS on its own behalf.


SECUON III ~ INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY E L E C T E D OFFICIALS

Has the Disclosing Party provided any income or compensation lo any City elected official during the 12-nionth period preceding the date of this EDS? [ ] Yes Ix] No

Does the Disclosing Party reasonably expect lo provide any income or compensation to any City elected ofticial during the 12-month period following the dale ofthis EDS? [ ] Yes [x] No

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

Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code ofChicago ("MCC")) in the Disclosing Party?

[ JYes [x]No

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


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

Ver.2018-1 Page 3 of 15

Name (indicate whether Business reiained or anticipated Address to be reiained)

Relationship to Disclosing Party (subcontractor, attorney, lobbyisl, elc.)



(Add sheels if necessary)

[x] Check here iflhe Disclosing Party has not retained, nor expects lo retain, any such persons or entities.


A. COURT-ORDERED CHILD SUPPOR f COMPLIANCE

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


[ ] Yes [x] No [ ] No person directly or indirectly owns 10% or more of the Disclosing Party.

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

[ ] Yes [ ] No


1. [This paragraph 1 applies only iflhe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the dale ofthis EDS, neither the Disclosing Parly nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, invesfigafive, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Parly and ils Affiliated Entities are not delinquent in the payinent of any fine, fee, tax or other source of indebtedness owed lo the City ofChicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Pai-ly delinquent in the payment of any tax administered by the Illinois Department of Revenue.

Ver.2018-1 Page 4 of 15

3. The Disclosing Parly and, iflhe Disclosing Parly is a legal entily, all oflhose persons or enlilies idenlified in Seclion 11(B)(1) ofthis EDS:

a. are nol presently debarred, suspended, proposed for debarmenl, declared ineligible or volunlarily excluded from any transactions by any federal, stale or local unil of governinent;

b. have not, during the 5 years before the date of this EDS, been convicted ofa criminal offense, adjudged guilty, or had a civil judgmeni rendered against them in conneciion wilh: obtaining, attempting to obtain, or performing a public (federal, stale or local) transaction or contract under a public transaction; a violation of federal or state anfitrust statutes; fraud; embezzlement; theft; forgery; bribery; felsification or destruction of records; making false statements; or receiving stolen properly;

c. are not presently indicted for, or criminally or civilly charged by, a governmental enlity (lederal, slate or local) with committing any ofthe offenses set forlh in subparagraph (b) above;

d. have nof, during the 5 years betbre the date of this EDS, had one or more public Iransactions (federal, slate or local) terminated for cause or default; and

e. have not, during the 5 years before the dale ofthis EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the Cily or by the federal government, any slate, or any other unil of local government.


5. Certifications (5), (6) and (7) concem: • the Disclosing Party; • any "Contractor" (ineaning any contractor or subcontractor used by the Disclosing Party in connection with the Matier, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties"); • any "Affiliated Entity" (meaning a person or enlily lhat, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, wilh the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among faniily members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility ofa business entity lo do business with federal or stale or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or enlity that directly or indirectly controls the Contractor, is controlled by i l , or, wilh the Contractor, is under cominon control of another person or entity; • any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acfing pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entily (collectively "Agenls").

Ver.2018-1 Page 5 of 15

Neither the Disclosing Parly, nor any Contraclor, nor any Affiliated Entily of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years betbre the date ofthis I'DS, or, with respeci to a Contractor, an Affiliated Entity, or an Affiliated Entity ofa Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's conlract or engagement in conneciion wilh lhe Matter:

a. bribed or attempted lo bribe, or been convicied or adjudged guilty of bribery or attempting lo bribe, a public officer or employee ofthe City, the Slate oflllinois, or any agency ofthe federal government or of any slate or local governinent in the United Slates of America, in lhal officer's or employee's official capacity;

b. agreed or colluded with other bidders or prospective bidders, or been a parly lo any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreeinent lo bid a fixed price or otherwise; or

c. made an admission of such conduct described in subparagrciph (a) or (b) above lhal is a matter of record, but have not been prosecuted for such conduct; or

d. violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Conlracts Requiring a Base Wage); (a)(5)(Debarnieiit Regulations); or (a)(6)(Miniinuin Wage Ordinance).

6. Neither the Disclosing Party, nor any Affiliated Enlity or Contractor, or any of their employees, officials, agents or partners, is baired from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violafion of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense ofany state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.

7. Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Departinent of Commerce, State, or Treasury, or any successor federal agency.

8. [FOR APPLICANT ONLY] (i) Neither the Applicanl nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is cuirently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges lhal compliance with Article I is a continuing requirement for doing business wilh the City. NOTE: I f MCC Chapter 1-23, Article I applies to the Applicant, lhat Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.

9. [FOR APPLICANT ONLY] The Applicanl and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Managenient ("SAM").

10. [FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will nol, without the prior wrilten consent ofthe City, use any such

Vcr.2018-1 Page 6 of 15

contractor/subcontractor thai does nol provide such certifications or lhat lhe Applicanl has reason to believe has not provided or cannol provide iruihful certifications.

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

N/A

Iflhe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Parly certified lo the above stateinents.

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

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

N/A



[ ] is [x ] is nol

a "financial institution" as defined in MCC Seclion 2-32-455(b).

2. If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:

"We are nol and will nol become a predatory lender as defined in MCC Chapter 2-32. We further pledge lhal none of our affiliales is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an alTiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Ver.2018-1 Page 7 of 15

Iflhe Disclosing Party is unable lo make this pledge because it or any of ils afilliates (as defined in MCC Seclion 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

NA

Iflhe letters "NA," the word "None," or no response appears on the lines above, it vvill be conclusively presumed lhat the Disclosing Parly certified lo the above stalements.

D. CERTIFICATION REGARDING FINANCIAL IN TEREST IN CITY BUSINESS


1. In accordance wilh MCC Section 2-156-110: To the best ofthe Disclosing Parly's knowledge afler reasonable inquiry, does any official or employee ofthe City have a financial inlerest in his or her own name or in the name of any olher person or entily in the Matter?

[ ] Yes [x] No

NOTE: Ifyou checked "Yes" lo Item D(l) , proceed to Items D(2) and D(3). Ifyou checked "No" to Item D(l) , skip Items D(2) and D(3) and proceed lo Part E.

2. Unless sold pursuant to a process of competitive bidding, or othei-wise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name ofany other person or entity in the purchase of any properly lhal (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation fbr property taken pursuant to the City's eminent domain power does not constitute a financial interesl within the meaning of this Part D.

Does the Matter involve a Cily Properly Sale?

[ ] Yes [x] No

3. I f you checked "Yes" to Item D(l) , provide the nanies and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:


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

Ver.2018-] Page 8 of 15

E. CERTIFICATION REGARDING STAVERY E\L\ BUSINESS

Please check either (I) or (2) below. Iflhe Disclosing Party checks (2), the Disclosing Party must disclose below or in an altachmenl to this I DS all infonnation required by (2). Failure to comply with these disclosure requirements may make any conlract entered into with the Cily in conneciion with the MaUer voidable by the City.

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

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


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


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

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

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

ofa member of Congress, in connection with the award ofany federally funded contract, making any lederally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, granl, loan, or cooperative agreement.

3. The Disclosing Party vvill submil an updated certification at the end of each calendar quarter in which there occurs any event lhal materially affects the accuracy ofthe slatemenls and information set forth in paragraphs A(l ) and A(2) above.

4. The Disclosing Party certifies that either: (i) it is not an organization described in seclion 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in seclion 501(c)(4) of the Internal Revenue Code of 1986 bul has nol engaged and will not engage in "Lobbying Acfivities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.

5. If the Disclosing Party is the Applicanl, the Disclosing Party must obtain certifications equal in fbrm and substance to paragraphs A(l ) ihrough A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must mainlain all such subcontractors' certifications fbr the duration ofthe Matter and must make such certifications promptly available to the City upon request.


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

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


1. Have you developed and do you have on file affirmative action programs pursuant to applicable fbderal regulations? (See 41 CFR Part 60-2.)

[ ] Yes [ ] No


[ ] Yes [ ] No [ ] Reports nol required


[ ] Yes [ ] No


Ver.2018-1 Page 10 of 15

SECTION V I I - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Parly underslands and agrees lhat:

A. The certifications, disclosures, and acknowledgments conlained in this EDS vvill become part ofany contract or other agreement between the Applicant and the Cily in connection with the Matter, whether procurement. City assistance, or other City aciion, and are material inducements to the City's execution of any contract or taking olher aciion with respect lo the Matter. The Disclosing Party understands lhat il must coinply wilh all statutes, ordinances, and regulations on vvhich this EDS is based.

B. 'The Cily's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking Cily contracts, work, business, or transactions, fhe full lexl ofthis ordinance and a training program is available on line at www.cityofchicago.org/Ethics. and may also be obtained from the Cily's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Parly must coinply fully with this ordinance.

C. Iflhe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which il is submitted may be rescinded or be void or voidable, and the Cily may pursue any remedies under the contract or agreement (if nol rescinded or void), at law, or in equity, including lerminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in olher City transactions. Remedies al law for a false statement of material fact may include incarceration and an award to the City of treble damages.

D. I l is the City's policy to make this document available lo the public on its Internet site and/or upon request. Some or all ofthe infonnation provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which il may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any informalion submitted in this EDS.

E. The infbrmation provided in this EDS must be kept cun-ent. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Iflhe Matter is a contract being handled by the City's Depaitment of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: Wilh respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Secfion 2-154-020.

Ver.2018-1 Page 11 of 15

CERTIFICATION

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

Montrose Clarendon Partners, LLC By: The Harlem and Irving Companies, Inc., its Administrative Manager

(Print or type exact>4€g"al name of Disclosin

Lawrence A. Gerlach


Vice President (Print or type fifie of person signing)


at /TN^^ri/L— County, <s lLi iAiui i<i (state).

Coinmission expires

"OFFICIAL SEAL" BRIDGET E TORRES

Notary Public, State of Illinois y°'y''["',ssion Expires 3/24/2022

Ver.2018-1 Page 12 of 15

CITY OFCHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVFI

APPENDIX A

FAMILIAL RELA I IONSHIPS WITH E L E C FED CITY OFFICIALS AND DEPARTMENT HEADS

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

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

"Applicable Party" means (1) all executive officers ofthe Disclosing Party lisied in Seclion II.B.I.a., i f the Disclosing Party is a coiporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Parly, iflhe Disclosing Party is a liniited partnership; all managers, managing niembers and members ofthe Disclosing Party, if the Disclosing Party is a liniited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal enlity or any person exercising similar authority.

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

[ ] Yes [x] No

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

Ver.2018-1 Page.l3ofl5

C I T Y O F C H I C A G O ECONOMIC DISCLOSURE ST.4TEMENT AND AFFIDAVIT

APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CER IIFICA HON

This Appendix is lo be completed only by (a) the Applicanl. and (b) any legal entily which has a direct ownership inlerest in the Applicant exceeding 7.5% (an "Owner"), l l is nol to be completed by any legal enlily which has only an indirect ownership inlerest in the Applicant.

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

[ ] Yes [x] No

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

[ ] Yes [ ] No [x] The Applicant is not publicly traded on any exchange.

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

Ver.2018-1 Page 14 of 15


APPENDIX C


This Appendix is to be completed only by an Applicanl that is completing this EDS as a "contractor" as defined in MCC Seclion 2-92-385. That section, vvhich should be consulted (www.amlegal.com). generally covers a parly lo any agreeinent pursuant to which they: (i) receive Cily ofChicago funds in consideration for services, work or goods provided (including fbr legal or other professional services), or (ii) pay the Cily money for a license, granl or concession allowing them lo conduct a business on City premises.

On behalf of an Applicanl that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicanl is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibil: (i) screening job applicanls based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy,lhat includes those prohibitions.

[ ] Yes

[ ]No

[x] N/A - 1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385.


Ifyou checked "no" lo the above, please explain.

Ver.2018-1 Page 15 of 15


Title









Name






PRISA III Fund LP



PGIM, Inc. Sole Member of PRISA 111 Fund PIM, LLC [PGIM, Inc. is a registered investment advisor. In accordance with Rule 1(g) of the Rules Regarding Economic Disclosure Statement and Affidavit, PGIM, Inc. has concurrently provided its most recent Form ADV. No further disclosures are required ]


EASIM 74160669



Entity/lndividiinl Bu.sincs.s Addrcs.s Ownership Interest Montro.se and Clarendon Holdings, LLC


IOO%(rjireci)



\5% (Indirect)



85% (Indirect)

PRISA III Investments, LLC c/o PGIM Real Estate 7 Giralda Farms Madi.son. NJ 07490

85% (Indirect)



85% (Indirect)

PRISA III Fund REIT, Inc. c/o PGIM Real Estate 7 Giralda Farms Madison. NJ 07490

80.75% (Indirect)

PRISA III Fund LP c/o PGIM Real Estate 7 'Giralda Farms Madison, NJ 07490

80.75% (Indirect)



9.99% (Indirect)

*State Board of Administration of Florida is an instrumentality of the State of Florida, created and constituted pursuant to the Constitution of the State of Florida to, among other things, manage and maintain assets of pension and other public funds established by the State of Florida. Pursuant to Rule 1(a) and Rule 1(c), no further disclosure is required.

EAS'lVI 74160669.1

city of chicago · zoning reclassification map nos. 11-5 and 11-g at 4400-4424 and 4401-4415 n...

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